Affiliate Programs
Terms & Conditions

Effective Date: February 1, 2026

1. Agreement & Scope

These Affiliate Program Terms & Conditions ("Affiliate Terms") govern participation in the Tengiva Affiliate Programs ("Programs"), which include:

1. Transaction Affiliate Program - Commission on buyer transactions

2. SKU Digitalization Affiliate Program - Commission on supplier digitalization purchases

By applying to and/or participating in either Program, Affiliate agrees to these Affiliate Terms.

In case of conflict between these Affiliate Terms and other Tengiva agreements, these Affiliate Terms shall prevail solely with respect to Program-specific benefits and obligations.

2. Definitions

"Affiliate" - You, the individual or entity approved to participate in one or both Programs

"Tengiva" or "CACITH Inc." - The company operating as Tengiva, the commercial operating software provider

"Source Textile" - Non-registered community name referring to platforms powered by Tengiva's software (includes Source Textiles Global Community, specialized communities, and digital showrooms)

"Referral" - A prospective buyer or supplier who clicks your unique affiliate link

"Qualified Purchase" - A transaction or digitalization purchase that meets commission eligibility criteria

"Commission" - The percentage payment earned on Qualified Purchases

"Cookie Duration" - The 90-day period during which referrals are tracked

"Strike" - A documented violation of these Affiliate Terms

3. Program Enrollment

3.1 Eligibility

To participate, Affiliate must:

• Be 18 years or older (or age of majority in your jurisdiction)

• Have capacity to enter into binding contracts

• Complete and submit application truthfully

• Pass mandatory training with 80% or higher

• Maintain compliance with all terms

3.2 Application Process

1. Submit complete application

2. Await approval (5 business days)

3. If approved, receive training access

4. Complete training and pass knowledge check (80%+)

5. Receive account activation and unique links

3.3 Approval Discretion

Tengiva reserves absolute discretion to:

• Approve or reject any application

• Require additional information

• Place applicants on waitlist

• Deny participation without explanation

Application approval may be revoked during training period if Affiliate fails to complete training within 7 days.

3.4 Account Activation

Account activates only after:

• Application approval

• Training completion

• Knowledge check passage (80%+)

• Acceptance of these terms

4. Commission Structure

4.1 Transaction Affiliate Program

Commission Rate: 1% of in-stock textile purchase value (excluding shipping fees and taxes)

Qualifying Purchases:

• In-stock textile purchases on platforms powered by Tengiva

• Only when Tengiva handles payment settlement (currently in-stock purchases only)

• Includes: Source Textiles Global Community, specialized communities (Source | Colombia, etc.), and digital showrooms

Non-Qualifying Transactions:

• Production quote requests (use communication infrastructure only; Tengiva does not process payment)

• Custom manufacturing orders negotiated outside platform payment processing

• Any transaction where Tengiva doesn't handle payment settlement

Earning Period:

• Referral must create account within 90 days of clicking affiliate link

• Affiliate earns 1% on referral's qualifying in-stock purchases for 3 months from their first purchase

• After 3 months, no further commissions on that referral

• Encourages ongoing affiliate engagement and new referrals

Example:

• Day 1: Buyer clicks link, creates account

• Day 10: Buyer purchases $5,000 in-stock (Tengiva processes payment) → $50 commission

• Day 15: Buyer requests $20,000 production quote (communication only, no payment processing) → $0 commission

• Month 2 (within 3 months): Same buyer purchases $10,000 in-stock → $100 commission

• Month 4 (after 3-month period): Same buyer purchases $8,000 in-stock → No commission (earning period expired)

Exclusions:

• Shipping fees

• Taxes

• Refunded purchases

• Canceled orders

• Production quote requests (no payment processing)

• Custom manufacturing orders outside platform payment processing

• Purchases by Startup Program participants (they receive credits instead)

• Any transaction where Tengiva doesn't process payment settlement

4.2 SKU Digitalization Affiliate Program

Commission Rate: 5% of digitalization package purchase

Referral Benefit: 5% discount on digitalization purchase

Earning Conditions:

• Supplier must click affiliate link and make first purchase within 90 days (cookie period)

• Affiliate earns 5% on ALL digitalization purchases made within 12 months from supplier's first purchase

• This includes initial purchase and any additional SKU purchases during the 12-month period

• After 12-month earning period expires, no further commissions on that supplier

Why 12 months? Supplier digitalization cycles are longer than buyer purchase cycles. Suppliers often expand their catalogs gradually over a year as they build their digital presence and see results.

Example:

• Day 1: Supplier clicks affiliate link

• Day 10: Supplier purchases 50 SKUs (minimum discovery) at $32 = $1,600

  • Supplier pays: $1,520 (5% discount = $80 saved)

  • Affiliate earns: $80 (5% commission)

• Month 3: Same supplier adds 200 more SKUs at $32 = $6,400

  • Supplier pays: $6,080 (5% discount = $320 saved)

  • Affiliate earns: $320 (5% commission)

• Month 8: Same supplier adds 300 more SKUs at $32 = $9,600

  • Supplier pays: $9,120 (5% discount = $480 saved)

  • Affiliate earns: $480 (5% commission)

• Total within 12 months: $880 commission from one supplier

• Month 13: Supplier adds more SKUs → No commission (12-month earning period expired)

Important context:

• Average textile supplier has 1,000 SKUs in catalog

• Minimum discovery package is 50 SKUs

• Suppliers often digitalize in phases during the 12-month period

• 90-day cookie establishes the referral, then 12-month earning period begins from first purchase

4.3 Participation in Both Programs

Affiliate may participate in both Programs simultaneously with no restrictions. Commissions from both Programs are tracked and paid together.

5. Cookie Tracking & Attribution

5.1 Cookie Duration

90 days from the time referral clicks affiliate link

5.2 Last-Click Attribution

If referral clicks multiple affiliate links, commission goes to the affiliate whose link was clicked most recently before purchase.

Example:

• Day 1: Referral clicks Affiliate A's link

• Day 30: Referral clicks Affiliate B's link

• Day 35: Referral makes purchase

• Result: Affiliate B earns commission (last click before purchase)

Rationale: Last-click attribution rewards the affiliate who most recently influenced the purchase decision.

5.3 Existing Users

No commission for referrals who already have accounts before clicking your link, regardless of account creation date.

5.4 Self-Referrals Prohibited

Affiliates cannot earn commissions on:

• Their own purchases

• Accounts created using their own affiliate link

• Purchases by immediate family members

• Business entities they control

6. Payment Terms

6.1 Payment Schedule

Quarterly payments processed due to B2B transaction cycles and hold periods.

Schedule:

• Q1: Earnings from January 1 - March 31, paid by April 30

• Q2: Earnings from April 1 - June 30, paid by July 31

• Q3: Earnings from July 1 - September 30, paid by October 31

• Q4: Earnings from October 1 - December 31, paid by January 31

Hold Period: 20-day hold period applied to all transactions before commission calculation. This aligns with Tengiva's buyer guarantee period (15 days post-reception for buyers to report issues).

Method: PayPal or bank transfer (as selected by Affiliate)

Currency: USD

Dashboard: Real-time tracking of earned commissions and pending balance available 24/7

Example:

• March 15: Buyer makes $5,000 purchase → Commission earned but in 20-day hold

• April 5: Hold period completes → $50 commission confirmed and counted toward Q1 total

• April 30: Q1 payout processed (if minimum reached)

6.2 Minimum Payout

$50 USD minimum per payment

Earnings below minimum accumulate and carry forward to next quarter.

Example:

• Q1: Earn $30 (no payment, carries forward)

• Q2: Earn $40 (total $70, triggers payment)

• July 31: Receive $70 payment

6.3 Payment Processing

Timeline:

• Commissions calculated: First 5 business days of month following quarter end

• 20-day hold period applied to recent transactions

• Payments processed: By end of month following quarter end

• Funds arrive: 3-7 business days after processing (depending on method)

Fees:

• PayPal: Affiliate pays PayPal receiving fees

• Bank transfer (domestic): Tengiva covers standard fees

• Bank transfer (international): Affiliate pays intermediary bank fees

6.4 Tax Obligations

Affiliate's Responsibility:

• Report earnings to tax authorities

• Pay applicable taxes

• Maintain tax records

Tengiva's Obligations:

• Provide annual earnings statement

• Issue tax documentation if required by law:

  • US Affiliates earning $600+/year: Form 1099

  • Non-US Affiliates: W-8BEN or equivalent as needed

6.5 Refunds, Returns & Chargebacks

B2B Transaction Policy:

• Cut textiles cannot be returned once received (similar to custom or intimate apparel)

• Buyers have 15-day post-reception period to report quality issues

• Issues reported within 15 days may result in commission reversal

• 20-day hold period protects against this scenario

We recommend to buyers: Order samples or small quantities (5 meters minimum) before larger purchases. This minimizes risk for both parties.

Commission Adjustments: If a qualifying purchase is refunded, charged back, or disputed within guarantee period:

• Commission is deducted from future payments

• If Affiliate account is closed, Tengiva may pursue recovery

• Negative balances must be resolved before account closure or final payment

Why this matters: The 20-day hold period ensures commissions are paid only on confirmed, accepted transactions. This protects both Tengiva and affiliates from payment issues in B2B textile commerce.

7. Mandatory Training

7.1 Initial Training

Before account activation, Affiliate must:

• Read complete training article (15-20 minutes)

• Pass knowledge check with 80% or higher

• Unlimited retakes permitted

• Must complete within 7 days of approval

Failure to complete within 7 days: Approval expires, must reapply

7.2 Ongoing Training

Tengiva may release updated training requirements. When released, Affiliate must:

• Complete within 30 days of notification

• Pass any required assessments

• Maintain account active status

Failure to complete updated training within 30 days: Account suspended until completion

7.3 Video Training (Future)

Video training will be released Q2 2026 and will become mandatory. Current affiliates will have 30 days to complete.

8. Permitted Promotional Activities

8.1 Approved Methods

Affiliate may promote using:

• Personal social media accounts

• Email to existing contacts (no unsolicited emails)

• Personal website or blog

• Content creation (articles, videos, posts)

• In-person recommendations

• Educational settings (with institution approval)

• Paid advertising (with Tengiva pre-approval)

8.2 Approved Messaging

Affiliate must use accurate information from:

• Official Tengiva marketing materials in dashboard

• Source Textile platforms platform information

• Pre-approved templates and content

• Verified supplier/material information from platform

8.3 Required Disclosures

Affiliate must clearly disclose:

• Affiliate relationship with Tengiva

• Commission earned on referrals

• Any incentives or bonuses offered

FTC Compliance: Disclosures must comply with Federal Trade Commission guidelines (US) or equivalent in other jurisdictions.

Example disclosure: "I'm a Tengiva affiliate and earn a commission if you sign up through my link."

8.4 Content Review Service

Available to all affiliates:

• Submit marketing materials for expert review before publishing

• Email: affiliates@tengiva.com with subject "Content Review Request"

• Include: proposed content, where it will be published, target audience

• Turnaround: Plan 1 week ahead for review

• No charge for this service

Recommended for:

• Paid advertising campaigns

• Sustainability or certification claims

• Content you're uncertain about

• High-visibility promotions

Proactive review prevents strikes. When in doubt, submit for review.

9. Prohibited Activities

9.1 Strictly Prohibited

Affiliate must NOT:

Spam & Unsolicited Contact:

• Send unsolicited mass emails

• Automated direct messages to strangers

• Post in unrelated groups without permission

• Repeated unwanted contact

Misrepresentation:

• False claims about products, services, or features

• Guaranteed outcomes ("you'll get 50 orders!")

• Invented certifications or credentials

• Greenwashing or false sustainability claims

• Exaggerated capabilities or results

Impersonation:

• Pretending to be Tengiva staff

• Implying official partnership beyond affiliate status

• Using Tengiva logo as your own

• Speaking on behalf of Tengiva without authorization

Unethical Practices:

• High-pressure sales tactics

• Creating false urgency or scarcity

• Fear-based marketing

• Manipulation or deception

• Bait-and-switch tactics

Brand Misuse:

• Modifying Tengiva logo

• Creating misleading branded content

• Bidding on Tengiva trademarked terms (PPC)

• Unauthorized use of Tengiva branding

Self-Dealing:

• Self-referrals

• Referring immediate family

• Referring entities you control

• Creating fake accounts to generate commissions

Illegal Activities:

• Violating any laws or regulations

• Infringing third-party intellectual property

• Deceptive trade practices

• Privacy violations

9.2 Paid Advertising Requirements

Affiliate may use paid advertising (Google Ads, Facebook Ads, etc.) ONLY with:

• Prior written approval from Tengiva

• Compliance with platform advertising policies

• Proper FTC/regulatory disclosures

• No bidding on Tengiva trademarks

Request approval: Submit campaign details to affiliates@tengiva.com at least 7 days before launch

10. Three-Strike Compliance Policy

10.1 Violations

Violations include but are not limited to:

• Misinformation about programs, products, or services

• Material or supplier misrepresentation

• Greenwashing or false sustainability claims

• Spam or unsolicited mass outreach

• Impersonating Tengiva staff or officials

• Unauthorized branding use

• Any prohibited activities listed in Section 9

10.2 Strike Progression

Strike 1: WARNING

• Warning email with violation details

• Mandatory training review required

• Must correct violation within 7 days

• Complete compliance acknowledgment

• Account remains active during compliance

Failure to comply within 7 days: Immediate suspension until compliance

Strike 2: SUSPENSION

• 30-day account suspension

• Affiliate links deactivated

• No commissions earned during suspension

• Required actions:

  • Attend compliance video meeting

  • Retake complete training + knowledge check

  • Submit written compliance plan

• Timeline: Must complete within suspension period

Failure to complete requirements: Suspension becomes permanent

Strike 3: PERMANENT BAN

• Immediate permanent termination

• All links deactivated permanently

• Cannot rejoin program in future

• Pending commissions:

  • Over $50: Paid on final payment date

  • Under $50: Forfeited

10.3 Strike Expiration

Strikes expire after 12 months of compliant participation from the date of the strike.

Example:

• Strike 1 issued: January 1, 2026

• Compliant participation continues

• Strike 1 expires: January 1, 2027

10.4 Appeals Process

Affiliate may appeal any strike:

• Submit written appeal within 14 days

• Email: affiliates@tengiva.com with "Strike Appeal" in subject

• Provide context, explanation, evidence

• Tengiva reviews within 7 business days

• Decision communicated via email

• Tengiva's decision is final

11. Intellectual Property

11.1 Tengiva Ownership

Tengiva retains all rights to:

• Tengiva name, logo, trademarks

• Source Textile platforms platform and content

• Marketing materials provided

• Training content

• Dashboard and tools

11.2 Limited License

Tengiva grants Affiliate limited, non-exclusive, revocable license to:

• Use provided marketing materials

• Link to Tengiva/Source Textile platforms

• Use Tengiva name in accurate context

• Display provided graphics unmodified

License terminates immediately upon:

• Program termination

• Account suspension

• Violation of terms

11.3 Prohibited Uses

Affiliate may not:

• Modify Tengiva logo or branding

• Create derivative works

• Imply endorsement beyond affiliate status

• Register domains containing "Tengiva"

• Apply for trademarks containing "Tengiva"

12. Liability & Disclaimers

12.1 Independent Contractor

Affiliate is independent contractor, not employee or agent. Affiliate:

• Controls own methods and schedule

• Bears own business expenses

• Responsible for own taxes

• No employee benefits

• No authority to bind Tengiva

12.2 No Guarantees

Tengiva makes no guarantees regarding:

• Commission amounts or frequency

• Referral conversion rates

• Platform performance or uptime

• Continued program availability

• Any specific earnings

12.3 Disclaimer of Warranties

Program provided "AS IS" without warranties of any kind, express or implied.

12.4 Limitation of Liability

Maximum Liability: Tengiva's total liability shall not exceed total commissions paid to Affiliate in 12 months preceding claim.

Excluded Damages: Tengiva not liable for indirect, consequential, incidental, punitive damages, lost profits, lost revenue, or business interruption.

12.5 Indemnification

Affiliate agrees to indemnify and hold harmless Tengiva from:

• Claims arising from Affiliate's promotional activities

• Violations of these Affiliate Terms

• Violation of third-party rights

• Affiliate's negligence or willful misconduct

• Tax liabilities or employment claims

13. Data & Privacy

13.1 Referral Data

Affiliate may access:

• Number of clicks on affiliate links

• Number of sign-ups from referrals

• Transaction values (anonymized)

• Commission calculations

Affiliate may NOT access:

• Personal information of referrals

• Specific purchase details beyond aggregated data

• Customer lists or contact information

13.2 Privacy Compliance

Affiliate must:

• Comply with applicable privacy laws (GDPR, CCPA, etc.)

• Protect any information received

• Use information only for program purposes

• Not sell or share referral information

13.3 Data Retention

Upon termination:

• Affiliate loses access to dashboard data

• Performance data retained for tax/legal purposes

• Personal information processed per Privacy Policy

14. Term & Termination

14.1 Term

Agreement begins upon account activation and continues until terminated by either party.

14.2 Termination by Affiliate

Affiliate may terminate anytime by:

• Written notice to affiliates@tengiva.com

• Immediate effect upon notice

Upon voluntary termination:

• Commissions over $50: Paid on next payment date

• Commissions under $50: Forfeited

• Access to dashboard terminated

• All promotional activities must cease

14.3 Termination by Tengiva

Tengiva may terminate immediately for:

• Strike 3 violation

• Material breach of terms

• Fraudulent activity

• Non-completion of training updates

• Inactivity over 12 months

• Program discontinuation (60 days notice)

Upon Tengiva termination:

• For cause: Commissions under $50 forfeited

• Without cause: All earned commissions paid

14.4 Effect of Termination

Upon termination:

• Affiliate links deactivated immediately

• No further commissions earned

• License to use Tengiva IP terminated

• Outstanding obligations survive

• Confidentiality obligations survive

• Pending referrals (within 90-day cookie window) may complete but Affiliate forfeits commission

15. Modifications

15.1 Program Changes

Tengiva reserves right to modify:

• Commission rates (30 days notice)

• Payment terms (30 days notice)

• Program structure (30 days notice)

• Training requirements (30 days notice to complete)

• These Affiliate Terms (30 days notice)

Notice method: Email to Affiliate's registered address

Continued participation after 30 days constitutes acceptance of modifications

15.2 Immediate Changes

Tengiva may make immediate changes without notice for:

• Legal compliance

• Security concerns

• Preventing fraud or abuse

• Technical requirements

16. General Provisions

16.1 Entire Agreement

These Affiliate Terms constitute entire agreement regarding Program participation.

16.2 Governing Law

Governed by laws of Province of Quebec, Canada, without regard to conflict of law principles.

16.3 Dispute Resolution

Mandatory Arbitration:

• Disputes resolved through binding arbitration

• Quebec Arbitration Act applies

• One arbitrator

• English language

• Each party bears own costs

Exceptions to arbitration:

• Intellectual property claims

• Injunctive relief

• Small claims court (under $5,000)

16.4 Jurisdiction

Exclusive jurisdiction: Courts of Province of Quebec, Canada

16.5 Severability

If any provision is invalid, remaining provisions remain in effect.

16.6 No Waiver

Failure to enforce any provision does not waive right to enforce later.

16.7 Assignment

Affiliate may not assign rights or obligations without written consent. Tengiva may assign without restriction.

16.8 Force Majeure

Neither party liable for delays due to circumstances beyond reasonable control.

16.9 Relationship

Nothing creates partnership, joint venture, or agency relationship.

16.10 Survival

Provisions that by nature should survive termination remain in effect, including:

• Payment obligations

• Intellectual property

• Liability limitations

• Indemnification

• Dispute resolution

17. Contact Information

Questions about Affiliate Terms:
Email: affiliates@tengiva.com

Compliance Issues:
Email: affiliates@tengiva.com with "Compliance" in subject

Legal Notices:
CACITH Inc. (operating as Tengiva)
5524 Saint-Patrick street, suite 110, Montreal, Canada, H4E 1A8
Email: discover@tengiva.com

18. Acceptance

You acknowledge:

✓ Reading and understanding these Affiliate Terms
✓ Agreeing to be bound by all provisions
✓ Having authority to enter this agreement
✓ Understanding commission structure and limitations
✓ Committing to ethical promotional practices
✓ Understanding three-strike policy
✓ Accepting independent contractor status
✓ Agreeing to mandatory training requirements
✓ Understanding program may be modified or terminated

Last Updated: February 1, 2026Version: 1.0