Partner Program Agreement

This Agreement is made of the following documents, which together are the whole agreement between us about the programme:

• this Partner Program Agreement;
• the Programme Terms: the figures and settings of the programme version that applies to you (commission rate, tiers, customer discount, windows, hold periods, payout minimum and payout day, reserve), shown in your partner dashboard. SkedCast sets them in its administration panel and publishes each version with a date;
• your Partner Terms, if any: terms set for you personally under section 14;
• the Partner Payout Terms;
• the Partner Disclosure Rules; and
• the attribution rules summarised in section 4 and published in full in the partner portal for your programme version.

If these documents conflict, your Partner Terms prevail over the Programme Terms, and the Programme Terms prevail over the general text of this Agreement as to any figure or setting. On every other point the text of this Agreement prevails.

Wherever this Agreement says a figure is "shown in your dashboard", the dashboard is the record of that figure on the day it applies, and the version history in the portal is the record of every earlier figure.

2.1 You apply through the partner portal. We may accept or decline any application. We do not have to give a reason, but we apply the criteria we publish consistently and we will tell you if an application is declined.

2.2 You must be at least 18 years old and able to form a binding contract. If you accept for an organisation, you confirm that you are authorised to bind it.

2.3 You may hold one partner account. You may take part in one SkedCast partner programme at a time. Joining the Affiliate or Influencer Program ends your eligibility to earn new rewards under the customer Referral Program from the day you join. Rewards you have already earned are not affected.

2.4 You must keep your account details accurate, enrol in multi-factor authentication, keep your sign-in secure, and tell us promptly if you believe your account has been accessed by someone else.

2.5 We approve a partner before any link or code you receive can earn commission. Until then you may use the portal but nothing is credited.

3.1 We give you tracking links and, if your programme includes them, one or more promo codes. They are personal to you. You may not sell, lend, transfer or share your credentials or your codes with another person or organisation, except by sharing a link or code publicly in the ways this Agreement allows.

3.2 We may rotate or withdraw a code at any time. A rotated code stops working and your history stays with you. We will tell you before we withdraw a code unless we believe it is being misused.

3.3 A visit through your link only creates a credit if a person made a real click on it. Page loads, automatic redirects, hidden frames and prefetches never create a credit.

4.1 We decide which partner, if any, is credited with a customer under the attribution rules published in the portal for your programme version. In summary:

• the last eligible click on a tracking link inside the click window is credited;
• a valid promo code entered by a customer whom no partner link brought in (in their account shortly after signing up, or at checkout) is credited to the partner who owns the code, and a code never takes a customer from the partner whose link brought them in;
• clicks from other partners or channels that happen earlier do not remove a later eligible credit, and a later ordinary visit does not remove yours;
• if a customer arrives through a customer referral and a partner link, only the winning touch under the rules receives credit and the customer benefit;
• credit is fixed when the customer makes their first qualifying payment;
• that payment must happen inside the conversion window that follows the click or the code;
• only a new customer counts: a person, payment card or workspace that has paid SkedCast before does not.

The click window, the conversion window and every other period are in the Programme Terms.

4.2 Consent. In the European Economic Area, the United Kingdom and Switzerland, a visitor who declines the relevant cookie choices is not tracked by cookie. In that case a credit can still arise from a typed code, from a link followed within a single visit, or from the visitor telling us they were referred. You must not try to work around a visitor's choice.

4.3 Our tracking records are the basis for crediting. If you believe a customer was credited wrongly, you may open a dispute from the portal inside the dispute window in the Programme Terms. We reply within the response time in the Programme Terms and give you the reason recorded for the decision. A person who did not make the original decision reviews it.

5.1 Rate. You earn a percentage of Net Revenue from each customer credited to you. The default rate is 30%. SkedCast may set a different rate for your programme version, or for you personally (section 14). The rate that applies to you is shown in your dashboard.

5.2 Tiers by sales count. SkedCast may set tiers. A tier raises the commission rate once the number of qualifying sales credited to you reaches a threshold that SkedCast sets, for example a higher percentage after a stated number of sales. The thresholds, the rates, how sales are counted and the period over which they are counted are shown in your dashboard.

5.3 Term. Commission is earned on invoices for the commission term in the Programme Terms, counted from the customer's first qualifying payment.

5.4 Net Revenue means the amount actually collected from the customer for subscription charges, after discounts, and excluding taxes, credits applied, refunds, chargebacks, credit notes, and usage-based or pass-through charges. A partial refund reduces commission in proportion.

5.5 Bonuses. If your programme version includes a one-off bonus, its amount and the conditions it needs are shown in your dashboard.

5.6 No commission is earned on:

• your own purchases, or purchases by your organisation, relatives or anyone acting with you;
• customers who already paid SkedCast;
• invoices outside the commission term;
• traffic or customers obtained in breach of this Agreement.

5.7 You earn commission as a contractor for an introduction. You do not acquire any right in the customer, the customer's data or the customer's subscription.

6.1 A customer who joins through your link or enters your code may receive a discount. The default is 20% off the customer's first invoice only. SkedCast may set a different discount for your programme version, or for you personally (section 14). The discount that applies to your link or code is shown in your dashboard.

6.2 A customer receives one benefit only. Offers do not stack, and an annual plan receives no further discount where the programme says so.

6.3 You may describe the discount only in the words the portal gives you, and only while it applies. You must not promise a customer a different discount, a refund, or any other benefit on SkedCast's behalf. Because a discount can change or end, always say it is subject to the terms shown at checkout.

6.4 Net Revenue is measured after the customer discount, so a larger discount lowers the commission on that invoice.

7.1 Hold. A commission becomes payable only after a hold period, which differs by the way the customer paid and by how long you have been in the programme. The periods are in the Programme Terms. A new partner's first commissions may be held longer.

7.2 Reversal. If a payment is refunded or charged back inside the reversal window in the Programme Terms, the related commission is reversed. A commission reversed after it was paid is set against your future payouts. We do not invoice you for it, except in the cases in section 13.3.

7.3 Reserve. SkedCast may hold back a reserve from your payouts for a period at the start of your time in the programme. If it applies to you, the percentage and the period are in your Programme Terms or Partner Terms and each statement shows the amount held and when it is released, less any reversals.

7.4 Set-off. We may set amounts you owe us under this Agreement against amounts we owe you.

8.1 Approved commissions are paid by monthly batch, as set out in the Partner Payout Terms, once your balance reaches the minimum in the Programme Terms. Smaller balances carry forward.

8.2 Before we can pay you, you must complete identity verification with our payment provider, give a valid tax form (section 9), set up a payout method, enrol in multi-factor authentication, and pass our sanctions screening. You keep earning while these are pending.

8.3 We keep a statement for each month showing what you earned, what is held, approved, reversed and paid, any withholding, and any fees.

8.4 If you do not complete the steps in 8.2 within the period in the Payout Terms after your first approved commission, we will contact you and then deal with the balance as the law on unclaimed property requires.

9.1 You are responsible for your own taxes on what you receive.

9.2 We will ask for a Form W-9 if you are a US person, or a Form W-8BEN or W-8BEN-E if you are not, or the equivalent form collected by our payment provider.

9.3 Where the law requires it, we or our payment provider will file information returns, such as Form 1099-NEC, and will apply backup withholding if a valid taxpayer identification number is missing.

9.4 Commission is a payment for a service to a US company. We do not add or account for EU or UK VAT on it. If you are VAT-registered, you invoice under your own national rules. We issue monthly statements as commercial documents.

10.1 Promote SkedCast honestly and accurately, using claims supported by our published materials. Do not make claims about earnings, reach or results that we have not approved.

10.2 You must clearly disclose your relationship with SkedCast every time you promote it, in the way the law and platform rules where your audience is located require. The rules, with examples for each channel, are in the Partner Disclosure Rules, which are part of this Agreement.

10.3 You must comply with every law that applies to your promotion, including advertising, consumer-protection, anti-spam (including CAN-SPAM, PECR and CASL), privacy and data-protection laws.

You must not, and must not allow anyone else to:

• bid on "SkedCast" or a confusingly similar term, or use it in advertising copy or display URLs, on any search or social advertising platform;
• register or use domain names, social handles or app names containing "SkedCast" or a confusingly similar term;
• set a tracking cookie or claim a credit without a genuine user click, including through hidden frames, pop-unders, automatic redirects, browser extensions, adware, or any other cookie-stuffing technique;
• send unsolicited email or messages, or buy or use contact lists;
• publish promo codes on coupon, voucher, deal or cash-back sites without our written approval;
• offer cash, rebates or other incentives for signing up, unless we approve them in writing;
• refer yourself, your organisation, your relatives or anyone acting with you, or create accounts to earn commission;
• post fake reviews or testimonials, or misrepresent SkedCast, its prices or its features;
• imply that you are SkedCast, or that SkedCast endorses you beyond this programme;
• interfere with the tracking, the portal or the checkout, or probe them other than as our security policy allows.

12.1 We check the traffic and customers credited to you for fraud and for breaches of this Agreement, using automated checks and people. The checks can hold, decline or reverse a commission. We do not publish the signals, because doing so would tell those we guard against what to avoid.

12.2 You may ask for a person to review any decision that holds or declines a commission. A person who was not involved in the original decision reviews it, and we tell you the reason recorded.

12.3 If we reasonably believe you have breached section 10 or 11, or acted fraudulently, we may withhold commissions related to the breach, reverse commissions already paid for that activity, suspend your account while we investigate, or end this Agreement.

12.4 Unless the breach is fraud or is serious and deliberate, we first tell you what we found and give you the cure period in the Programme Terms to put it right.

12.5 We screen partners against the sanctions lists published by the United States (OFAC), the United Nations, the European Union and the United Kingdom, when you join and again before payouts. A match freezes payouts for review.

13.1 Either of us may end this Agreement by written notice, at the notice period in the Programme Terms. We may end it immediately under section 12.

13.2 After the Agreement ends, commissions already approved are paid if they are not related to a breach, commissions still in their hold period are paid if they are approved, and no new commission is earned.

13.3 We may recover amounts paid to you that were obtained by fraud or through a breach of section 11, including by deducting them from amounts we owe you, as far as the law allows.

13.4 Unpaid commission is forfeited only for fraud or a material breach, and never because of the end of the Agreement alone.

14.1 Programme versions. We may publish a new programme version, changing any figure or setting. A new version takes effect after the notice period in the Programme Terms, given in the portal and by email.

14.2 Partner Terms. We may set different figures for you personally, for example a different commission rate, tier thresholds, customer discount, or reserve. A change in your favour or against you is made by written notice, which is an email to your address on file or a notice in your dashboard, and states the date it applies from. Partner Terms are confidential (section 17).

14.3 A change never reduces commission you have already earned. A new version or new Partner Terms apply to sales credited from the date they take effect.

14.4 If you do not accept a change, you may end this Agreement before it takes effect. Earning new commission after it takes effect means you accept it.

14.5 We may change the text of this Agreement on the same notice. We record the version you accepted and when.

We grant you a limited, revocable, non-exclusive, non-transferable licence to use SkedCast's name, logos and the materials in the partner kit, only to promote SkedCast under this Agreement and in line with the brand guidelines in the kit. We keep all rights we do not grant. The licence ends when this Agreement ends.

16.1 Each of us is an independent controller of the personal data it processes. We do not share customers' identities with you. Your reports show masked or aggregated information.

16.2 We process your personal data to run the programme, verify your identity, pay you, meet tax and accounting duties, screen against sanctions lists and prevent fraud, as our Privacy Policy describes.

16.3 You must have a lawful basis for any personal data you process when promoting SkedCast, including data about your audience and any tracking on your own sites. You must not pass us personal data about your audience other than through a customer's own signup.

Non-public information about the programme is confidential. This includes your Partner Terms, custom figures, reports and fraud findings. You must not disclose it except as the law requires.

You are an independent contractor. Nothing in this Agreement creates an employment, agency, partnership or joint-venture relationship. You may not make commitments for us.

You will comply with anti-bribery laws, including the US Foreign Corrupt Practices Act and the UK Bribery Act. You confirm that you are not subject to sanctions administered by the United States, the United Nations, the European Union or the United Kingdom, that you are not in a comprehensively sanctioned country or region, and that you do not act for anyone who is. We will not make a payment that would breach sanctions law.

20.1 The programme is provided as it is. We do not promise any level of earnings, traffic or customers.

20.2 As far as the law allows, neither of us is liable for indirect or consequential loss, and our total liability under this Agreement is limited to the commission paid or payable to you in the twelve months before the claim arose.

20.3 Nothing limits liability that cannot be limited by law.

You will compensate us for third-party claims caused by your breach of sections 10, 11 or 16, or by your content.

This Agreement is governed by the laws of the State of Wyoming, USA. The courts of Wyoming have jurisdiction, except that mandatory local law may give you the right to bring proceedings where you live. Before starting proceedings, write to us at legal@skedcast.com and give us a reasonable time to resolve the matter.

• Entire agreement: the documents in section 1 are the whole agreement.
• Severability: if a part is unenforceable, the rest continues.
• No waiver: a delay in enforcing a right does not give it up.
• Assignment: we may assign this Agreement to an affiliate or successor; you may not without our written consent.
• Notices: by email to the addresses on file and by notice in the portal. Notices to us go to legal@skedcast.com.
• Language: the English text prevails over any translation.
• Self-billing: if you choose it, and where your national rules allow it, you agree to treat our monthly statements as the invoice for our payments to you.