Last Updated: June 11, 2026 · Medex Systems LLC (DBA Claire)
This Affiliate Agreement (the “Agreement”), together with Schedule 1 (General Terms and Conditions) and Schedule 2 (Commission Structure), and any applicable Electronic Insertion Orders (“EIOs”) (collectively, this “Agreement”), is entered into between you, hereinafter referred to as “Affiliate,” “Advertiser,” and/or “Media Partner” (each a “Participant”), and Claire, a registered trade name of Medex Systems LLC, doing business as Claire (“Claire”), to utilize the platform currently located at www.getclairecare.com (the “Platform”).
The Participants shall agree to specific terms of engagement in individual Electronic Insertion Orders (“EIOs”). EIOs contain any supplemental terms and conditions agreed between the Participants and are created using the “Insertion Order” function on the Platform. The EIOs shall specify the actions (“Actions”) and qualifying parameters that entitle Media Partner to compensation from the Advertiser (“Payouts”). The terms of the EIOs are strictly between Media Partner and Advertiser. Claire shall administer tracking and payment processing for all EIOs as described in Schedule 1.
The Participants acknowledge and agree that either Participant may propose an EIO in the “Insertion Order” section of the Platform interface and that the Platform’s functionality may then be used by either of them to decline, retract, or further modify an EIO before acceptance. If the parties utilize other forms of insertion orders, then Schedule 1 must reflect this occurrence, and the Participants are responsible for implementing the appropriate settings on the Platform to conform with such agreed upon terms.
Media Partner makes no guarantee or representation that it will generate any Action(s). Except as provided for in any EIO, Advertiser makes no guarantee or representation that the Media Partner will be successful in earning any Payouts.
Each individual EIO shall continue until the earlier of: (a) the expiration of it; or (b) a Participant terminating the EIO pursuant to the terms of this Agreement.
On the expiration or earlier termination of each EIO:
Pursuant to the terms herein, the Advertiser grants to the Media Partner for the duration of each EIO a revocable, nonexclusive, non-transferable, world-wide, royalty-free license to use the Creative solely to the extent necessary to perform its obligations herein.
Unless explicitly authorized in an EIO, Media Partner shall not promote a Creative using the following means:
“Intellectual Property” means trademarks (whether registered or unregistered together with all goodwill in connection thereto), unregistered and registered designs, copyright, database rights, rights in computer software, domain names, rights in Confidential Information and all other intellectual property rights (whether now subsisting or in the future created). All Intellectual Property existing prior to the commencement date of each EIO shall belong to the Participant that owned such rights immediately prior to such date. Each Participant acknowledges and agrees that it shall not acquire or claim any title to the other Participant’s Intellectual Property.
“Confidential Information” means all confidential information and data, whether in tangible or intangible form such as trade secrets, financial, and technical information, customers, prices, discounts, and margins. A Participant receiving Confidential Information (“Receiving Party”) from the other Participant (“Disclosing Party”) agrees to: (a) hold all Confidential Information in confidence and protect it with the same degree of care with which the Receiving Party protects its own Confidential Information; (b) use such Confidential Information only for the purposes of this Agreement; (c) not copy or otherwise duplicate such Confidential Information, except for the purpose of this Agreement; and (d) restrict disclosure of such Confidential Information solely to those employees and agents with a need to know such Confidential Information for the purposes of this Agreement and who are bound in writing to protect the same.
The foregoing obligations shall not apply to any information: (i) already known to the Receiving Party free of any obligation to keep it confidential; (ii) that is or becomes publicly known through no wrongful act of the Receiving Party; (iii) independently developed by the Receiving Party without reference to the Confidential Information; (iv) received from a third party without any restriction on confidentiality; (v) disclosed to third parties by the Disclosing Party without any obligation of confidentiality; or (vi) approved for release by prior written authorization of the Disclosing Party.
Each Participant warrants, represents and undertakes that: (i) it has the full power and authority to carry out its obligations in the Agreement; (ii) its entry into and performance of its obligations under the Agreement shall not infringe the rights of any third party or cause it to be in breach of any obligations to a third party; and (iii) it shall comply fully with any and all applicable laws, rules and regulations in its performance under the Agreement.
Each Participant (“Indemnitor”) shall defend, indemnify and hold the other Participant and its respective shareholders, directors, officers, employees, subcontractors and agents (“Indemnitee”) harmless against all claims, suits, costs, damages, liabilities, expenses (including reasonable attorney’s fees), settlements and judgments incurred, claimed or sustained by third parties for the Indemnitor’s breach of this Agreement, provided that: (a) Indemnitee notifies Indemnitor in writing within a commercially reasonable time after its receipt of notice of any claim; (b) Indemnitor has sole control of the defense and all related settlement negotiations; and (c) Indemnitee provides Indemnitor with reasonable assistance, information and authority necessary to perform its obligations under this Section.
(a) Nothing herein shall operate to exclude or limit liability for which liability cannot be excluded or limited under law (“Excluded Losses”). (b) Except in respect of the Excluded Losses, the liability of each Party shall be limited to the Payout fees paid by Advertiser to Media Partner pursuant to EIOs. (c) Except in respect of the Excluded Losses, neither Party shall be liable to the other for any loss of actual or potential profits, contracts or customers; loss of data; loss of reputation; or any other indirect, consequential, special, punitive, or exemplary damages whether arising from negligence, breach of contract or otherwise.
No forbearance or delay by either Participant in exercising or enforcing the provisions of this Agreement shall prejudice or restrict the rights of that Participant nor shall any waiver of its rights operate as a waiver of any subsequent breach. No right, power or remedy herein conferred upon or reserved for either Participant is exclusive of any other right, power or remedy available to that Participant.
Either Participant may assign any or all of its rights under this Agreement, or transfer or sub-contract any or all of its obligations under this Agreement, upon notification to the other Participant, subject to the non-assigning Participant’s right to terminate.
Each Participant agrees to maintain adequate books and records relating to its compliance with the terms of this Agreement during the term of this Agreement and for a period of one (1) year thereafter. Copies of such records shall be made available to the other Participant upon written request.
All notices which are required to be given under this Agreement shall be sent electronically. Notices of termination of an EIO by Advertiser for convenience may be made via the Platform or electronic mail. All other notices must be sent to info@getclairecare.com.
“Force Majeure” means circumstances beyond the reasonable control of a Participant, including but not limited to acts of God, war, terrorist action, fire, flood, governmental act, internet or other telecommunications failure. Neither Participant shall be liable to the other for any failure or delay in performing any of its obligations hereunder if such failure or delay is caused by the occurrence of an event of Force Majeure. If a Force Majeure event continues for a period in excess of three (3) weeks, then either Participant may terminate this Agreement by written notice to the other Participant with immediate effect.
This Agreement represents the entire understanding and constitutes the entire agreement in relation to the subject matter herein. It supersedes any previous agreement as to such subject matter and may be amended only in writing and executed by both parties. Each party acknowledges and agrees that it has not relied on any representation or warranty other than those expressly set out herein.
Each party acknowledges and agrees that by clicking-through acceptance of this Agreement, it is submitting an authorized electronic signature and entering into a legally binding contract. Further, each party hereby waives any rights or requirements under any applicable statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records.
If any provision in this Agreement, in whole or in part, is held by a court or administrative body of competent jurisdiction to be illegal, invalid or unenforceable under any enactment or rule of law, then that provision or part shall be deemed not to form part of this Agreement and the enforceability and validity of the remainder of this Agreement shall not be affected. The parties shall in good faith attempt to modify any invalidated provision or part to carry out the parties’ stated intentions.
All provisions that by their nature should reasonably be interpreted to survive the termination or expiration of this Agreement shall survive such termination or expiration.
The relationship of the Participants is that of independent contractors and this Agreement does not create any association, partnership, joint venture or agency relationship between them. Neither Participant shall have the power to bind the other or to create a liability against the other in any way.
This Schedule 1 applies as between Advertiser and Media Partner unless superseded in whole or part by written agreement executed between them.
Unless an EIO states otherwise, all tracking and payment processing facilities in relation to the tracking of Actions and calculation of Payouts shall be provided by Claire. Claire shall aggregate payments due from Advertisers to the Media Partner and make payments to the Media Partner in accordance with each EIO. If tracking is disabled as a result of the Advertiser’s acts or omissions and the Advertiser continues to receive traffic from the Media Partner, then the Advertiser shall be obliged to pay Payouts on a fair and reasonable basis considering appropriate factors.
Actions can be cancelled or reversed by the Advertiser (“Chargeback”) if: (a) an Action is incomplete; (b) a customer has cancelled or reversed an Action; (c) an Action has been made fraudulently or in an otherwise non-bona fide manner; (d) an Action is carried out by a person who is outside the area serviced by the Advertiser; or (e) a subscription is cancelled within the applicable refund window as defined in Claire’s Refund Policy. Each EIO shall state the period of time within which the Advertiser may apply a Chargeback.
Unless the Parties mutually agree otherwise in writing, this Agreement, Schedule 1, Schedule 2, and each EIO shall be governed by the laws of the State of Texas, and such state shall be the sole and exclusive forum for any disputes under this Agreement. A Participant that primarily prevails in an action brought under this Agreement is entitled to recover from the other Participant its reasonable attorneys’ fees and costs.
This Schedule 2 sets forth the commission structure applicable to all Affiliates participating in the Claire Affiliate Program. These terms apply unless superseded by a separately executed EIO.
Claire shall pay Affiliates a recurring monthly commission for each active paying subscriber referred by the Affiliate, as follows:
| Plan | Monthly Fee | Commission Rate |
| --- | --- | --- |
| Starter | $397/mo | [__]% per month |
| Growth | $597/mo | [__]% per month |
| Pro | $997/mo | [__]% per month |
*Note: Commission rates highlighted in yellow are placeholders. Fill in your desired percentage before executing this agreement with any Affiliate.*
Commissions are recurring and will be paid for each month that a referred subscriber remains an active paying customer. Commissions cease upon cancellation, non-payment, or termination of the referred subscriber’s account.
Claire uses a [__]-day cookie tracking window. If a referred prospect completes a purchase within [__] days of clicking the Affiliate’s unique referral link, the Affiliate will receive credit for the referral. If the same prospect clicks another Affiliate’s link before purchasing, the most recent click will receive credit (last-click attribution).
Commissions will only be paid when the Affiliate’s account balance reaches a minimum of $[__]. Balances below this threshold will roll over to the following payment period.
Claire shall process Affiliate commission payments on a [monthly / net-30] basis. Payments will be issued on or before the [__]th day of each month for commissions earned in the prior calendar month. Claire reserves the right to hold payment for up to 30 days to account for potential chargebacks or refunds per Schedule 1 Section 2.
Commissions will be paid via [ACH / PayPal / Check / other]. Affiliates are responsible for providing accurate payment information and maintaining current payment details in their Affiliate account. Claire shall not be responsible for misdirected payments resulting from incorrect payment information provided by the Affiliate.
In addition to recurring monthly commissions, Affiliates will receive a one-time commission of $[__] for each new subscriber’s one-time setup fee of $1,000, paid upon receipt of the setup fee by Claire.
For referred subscribers who choose an annual plan, commissions will be calculated on the actual amount paid (10 months’ equivalent). The commission will be paid in full upon receipt of the annual subscription payment, subject to the chargeback provisions in Schedule 1 Section 2.
Claire reserves the right to withhold or reverse commissions if Claire reasonably determines that the Affiliate has engaged in fraudulent activity, self-referrals, or any other prohibited promotional methods as defined in Section 4.2 of this Agreement. Repeated violations may result in immediate termination of this Agreement and forfeiture of all pending commissions.
Affiliates are solely responsible for all tax obligations arising from commissions earned under this Agreement. Claire will issue a Form 1099-NEC to Affiliates earning $600 or more in a calendar year, as required by U.S. law. Affiliates must provide a completed Form W-9 (U.S.) or W-8BEN (non-U.S.) prior to receiving any commission payments.
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Last Updated: May 21, 2026