Partner Agreement

Version 2026-09-19-v3 · Effective September 19, 2026

This Partner Agreement (“Agreement”) is between Trans Factor Inc., the company that owns and operates Focusplay.ai (“Focusplay,” “we,” “us”), and the person or business applying to the Focusplay Partner Program (“Partner,” “you”). By checking the acceptance box and submitting an application, you agree to this Agreement electronically.

1. Eligibility and approval

You must be at least 18 years old and legally able to enter this Agreement. You must provide accurate account, contact, profile, payment, and tax information. Applying does not guarantee acceptance. Focusplay may approve or reject an application in its reasonable discretion. Participation is non-exclusive, and neither party is required to create or purchase a minimum amount of content, advertising, or sales.

2. Partner access and code

After approval, Focusplay may provide complimentary Premium access and allow you to create one permanent Partner code and referral link. Your code and account are personal to you and may not be sold, transferred, shared, or used for another person’s promotions. Complimentary access has no cash value and ends when Partner status ends.

3. Referral attribution

A referral is eligible only when a new family follows your valid Partner link or uses your code, creates an account through the tracked signup process, and later completes an eligible paid membership purchase. The referral cookie normally lasts 30 days. Where more than one Partner link is used before signup, the last valid tracked Partner link generally controls. Tracking can be affected by browser settings, deleted cookies, device changes, incomplete checkout, or technical limitations; Focusplay does not guarantee attribution when the system cannot reasonably verify it.

Self-referrals, duplicate accounts, existing customers, fabricated identities, unauthorized coupon distribution, cookie stuffing, automated traffic, purchased or incentivized clicks, and transactions generated through deception or abuse are not eligible.

4. Commission

For an eligible referred family, Partner earns 30% of Net Subscription Revenue collected during the first 12 months beginning with that family’s first successful paid subscription invoice. “Net Subscription Revenue” means subscription amounts actually received by Focusplay, excluding sales or similar taxes, refunds, credits, chargebacks, disputed amounts, payment-processing reversals, and amounts attributable to fraud or abuse.

Commissions are calculated from Focusplay’s records. Amounts remain pending for at least 30 days after collection and become available only if the underlying payment has not been refunded, reversed, or disputed. Reversed payments may reverse the related commission, including recovery from a later payout where legally permitted. Minor rounding differences may occur because commissions are calculated in cents.

5. Audience discount

Eligible customers using a valid Partner referral receive 20% off their first three monthly subscription payments or 20% off their first annual subscription payment, as applicable. The offer has no cash value, may not be combined with another offer unless Focusplay says otherwise, and remains subject to the eligibility and price displayed at checkout.

6. Payouts and taxes

Available commission balances become eligible for payout after reaching $25 USD. Payouts may be processed manually and no more frequently than monthly. Focusplay may reasonably delay payment while verifying identity, tax information, referral validity, refunds, disputes, or payment instructions. You are responsible for providing accurate payout details and any requested Form W-9, W-8, or equivalent documentation.

You are responsible for your own taxes, filings, licenses, insurance, and business expenses. Focusplay may report payments, withhold amounts, or request taxpayer information when required by law. Failure to provide required tax information may delay payout or require backup withholding.

7. Required advertising disclosure

You must clearly and conspicuously disclose your financial relationship with Focusplay whenever you promote or endorse Focusplay. The disclosure must appear with the endorsement, be easy to notice and understand, and be in the same language as the endorsement. It may not be hidden only in a profile, after a “more” link, among unrelated hashtags, or solely in a platform disclosure tool.

Suggested disclosure: “I’m a Focusplay Partner and may earn a commission if you use my link.”

For video, include the disclosure in the video and, when practical, in the caption. For live content, repeat it periodically. You must also follow the advertising, endorsement, and platform rules that apply where you and your audience are located.

8. Truthful promotion and child safety

• Use only truthful statements reflecting your honest experience.
• Do not claim that Focusplay diagnoses, prevents, treats, or cures ADHD, a learning disability, or any medical or psychological condition.
• Do not promise guaranteed grades, intelligence gains, attention improvements, or other results.
• Do not create fake reviews, testimonials, followers, engagement, or customer accounts.
• Direct promotions to parents, guardians, and educators—not directly to children.
• Do not collect, request, publish, or transmit a child’s personal information on Focusplay’s behalf.
• Do not use a child’s image, name, school, performance, or story without all legally required permission.

9. Prohibited promotion methods

Without Focusplay’s prior written permission, you may not: buy ads using “Focusplay” or confusingly similar brand terms; register domains, usernames, or accounts that impersonate Focusplay; send spam or unsolicited bulk messages; place links on coupon, rebate, cashback, adware, toolbar, or forced-redirect services; make misleading price or scarcity claims; bid on or impersonate official Focusplay pages; or use unlawful, hateful, sexual, violent, discriminatory, or child-exploitative content in connection with Focusplay.

10. Brand and intellectual property

While your status is active, Focusplay grants you a limited, revocable, non-exclusive, non-transferable permission to use approved Focusplay names, links, logos, screenshots, and promotional materials solely to promote Focusplay under this Agreement. Do not alter logos, imply that you are an employee or official spokesperson, or create materials likely to confuse people about their source. All goodwill from Focusplay branding belongs to Focusplay. You retain ownership of your original content.

11. Independent relationship

You control whether, when, where, and how you create content, subject to this Agreement and applicable law. You are an independent participant and not an employee, agent, franchisee, joint venturer, or legal representative of Focusplay. You have no authority to bind Focusplay or make commitments on its behalf. This Agreement does not provide wages, benefits, expense reimbursement, or exclusivity.

12. Monitoring and records

Focusplay may review publicly available Partner content and program activity to verify compliance, investigate complaints, prevent fraud, and calculate commissions. You agree to reasonably cooperate with compliance questions and promptly correct or remove noncompliant statements. Focusplay’s Privacy Policy applies to account data. Acceptance records may include your account, Agreement version, timestamp, a privacy-protective hash of your network address, and browser information.

13. Suspension and termination

Either party may end participation at any time by written notice, including email. Focusplay may suspend links, access, commissions, or payouts while investigating suspected fraud, unlawful conduct, brand misuse, security risks, or a material breach. For termination without breach, valid commissions already earned or later becoming payable from properly attributed pre-termination referrals remain governed by this Agreement. Focusplay may deny or reverse commissions connected to fraud, prohibited conduct, invalid transactions, or material breach.

14. Disclaimers and limitation of liability

The program, tracking, links, and Partner tools are provided “as is” and “as available.” Focusplay does not guarantee acceptance, uninterrupted tracking, audience reach, conversion, earnings, or any minimum payout. To the extent permitted by law, neither party is liable to the other for indirect, incidental, special, consequential, exemplary, or punitive damages arising from the program. Nothing here limits liability that cannot lawfully be limited.

15. Responsibility for Partner content

You are responsible for your content, disclosures, claims, permissions, taxes, and promotion methods. To the extent permitted by law, you will reimburse Focusplay for third-party claims, penalties, or reasonable costs caused by your unlawful content, material breach, infringement, failure to obtain required permission, or failure to disclose the Partner relationship, except to the extent caused by Focusplay.

16. Changes to this Agreement

Focusplay may update this Agreement prospectively. Material changes will be identified by a new version and may require you to accept the updated Agreement before continuing in the program. Changes will not retroactively reduce commissions already earned under an earlier version.

17. General terms

This Agreement and the Focusplay Terms of Use are the complete agreement for the Partner Program. This Agreement controls if it conflicts with the general Terms on a Partner-specific issue. California law governs without regard to conflict-of-law rules. Courts located in Orange County, California have exclusive jurisdiction, except where applicable law requires otherwise. If one provision is unenforceable, the remaining provisions continue. A waiver must be in writing and applies only to that instance.

18. Electronic acceptance and contact

By checking the Partner Agreement acceptance box and submitting your application, you confirm that you have read and agree to this Agreement, consent to use electronic records and signatures, and can save or print a copy. Questions or termination notices may be sent to hello@focusplay.ai.