Affiliate Programe Agreement

Last Updated: February 4, 2026

PLEASE READ THIS AGREEMENT CAREFULLY. IT IS A BINDING CONTRACT. THIS AGREEMENT IS GOVERNED BY THE LAWS OF ENGLAND AND WALES.

This Affiliate Program Agreement (the “Agreement”) is a contract between you (“Affiliate,” “you”) and MTS Media Group  Ltd. (doing business as "Scallably") (“Scallably,” “we,” “us”). It describes how we will work together and governs your application and participation in the Scallably Affiliate Program (the “Program”).

By applying to or participating in the Program, you are agreeing to these terms, as well as our Terms of Service and the Affiliate Program Rules (which are incorporated into this Agreement).

1. Definitions

“Affiliate Link” means the unique tracking link(s) we provide you.

“Agreement” means this Affiliate Program Agreement, our Terms of Service, and the Affiliate Program Rules.

“Commission” means the payment you may earn for a Qualified Purchase.

“Program Rules” means the rules and guidelines for our Program, located at Affiliate Program Rules.

“Qualified Purchase” means a completed purchase of Scallably products by a new or existing customer who: (i) clicked your Affiliate Link; (ii) completed the purchase; and (iii) met all other eligibility requirements in this Agreement and the Program Rules.

2. Enrollment and Participation

We have the sole discretion to accept or reject any application. If accepted, your continued participation is subject to your full compliance with this Agreement.

3. Your Obligations

You agree to follow our Program Rules, the Scallably Terms of Service, and all applicable laws and regulations. You confirm that:

You have authority to enter this Agreement;

You will comply with all applicable laws, including the UK's CAP Code (Committee of Advertising Practice) and GDPR.

You will follow the Program Rules; and

You will handle all Personal Data in line with privacy laws and our Data Processing Agreement.

A breach of this section is a material breach of this Agreement.

4. Commissions

You may earn a Commission for each Qualified Purchase. A purchase is a "Qualified Purchase" only if a customer (1) clicks your unique Affiliate Link; (2) completes a new purchase; and (3) maintains their account in good standing for at least 45 days.

We decide whether a purchase qualifies for a commission in our sole discretion. We are not responsible for tracking failures caused by improperly formatted links or for any tracking failures that result from a user clearing their browser cookies, using a private browsing mode, or any other action that prevents the Affiliate Link from functioning correctly.

Commissions are paid out monthly. To get paid, you must have accurate and current contact information, an active account with our payment provider, and complete tax information on file. We may hold payments until your earned Commissions exceed £100.00.

If we find a sale was fraudulent, unlawful, or broke this Agreement, we won’t pay a commission. If we already paid you, we may deduct it from future commissions.

5. Intellectual Property

We grant you a non-exclusive, non-transferable, revocable right to use the Scallably name, logos, and other brand assets that we make available to you (the "Scallably Marks") solely for your participation in the Program. You may not imply that you are an employee, contractor, or legal representative of Scallably.

You give us permission to use your name, logo, image, likeness, voice, and any content you create or share in connection with the Program (“Affiliate Content”) for our business purposes.

6. Term, Termination, and Remedies for Breach

This Agreement begins when you are accepted into the Program and continues until terminated. Either party may terminate this Agreement for any reason by providing 30 days' written notice. If you break these rules, we may suspend or end your participation right away. If we terminate this Agreement for cause, you forfeit all right to any unpaid Commissions.

7. Indemnification

You will indemnify, defend, and hold Scallably harmless from any claims, damages, fines, or costs (including attorneys’ fees) that result from your breach of this Agreement, Program Rules, or applicable law.

8. Limitation of Liability

IN NO EVENT WILL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, ARISING FROM THIS AGREEMENT. OUR TOTAL CUMULATIVE LIABILITY TO YOU WILL BE LIMITED TO THE GREATER OF (A) THREE (3) TIMES THE COMMISSIONS PAID OR PAYABLE TO YOU IN THE CALENDAR MONTH IMMEDIATELY BEFORE THE CLAIM, OR (B) £1,500.

9. Governing Law and Jurisdiction

This Agreement is governed by the laws of England and Wales. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of England and Wales.

10. General

This Affiliate Agreement (together with the Program Rules, the Scallably Terms of Service, and the Data Processing Agreement) is the complete and exclusive agreement between you and us regarding the Program. We may update this Agreement from time to time, and we will notify you of any material changes.