Partner Program Agreement

• Program means the ReplyTune Partner Program described in this Agreement.
• Partner Panel means the part of the ReplyTune website where you add businesses, follow their status and see your commissions and payouts.
• Guidelines means the Partner Marketing Guidelines, which are part of this Agreement.
• Referred Business means a business you added in the Partner Panel and that is credited to you under Section 3.
• Subscription means a Referred Business's paid ReplyTune subscription under our Terms of Service.
• Net Revenue means the amount a Referred Business pays for its Subscription as shown on its paid invoice: after discounts and account credits, and excluding sales, use, value-added and similar taxes. Net Revenue is not reduced by payment-processing, Stripe or other fees, which we bear. Refunds and chargebacks reverse Commissions as Section 5 describes.
• Commission Period means, for each Referred Business, the 12 months that begin on the date of its first paid Subscription invoice.
• Commission means the amount you earn under Section 4.

Joining is free. To join, you must be at least 18 years old, give us accurate information about yourself and, if you join for a company, have authority to bind it. You must confirm your email address before you add a business. Each person or company may hold one Partner account, and you are responsible for activity in it and for keeping your sign-in details confidential.

The Program is not offered to anyone located in, or ordinarily resident in, Belarus, Cuba, Iran, North Korea, Russia, Syria, or the Crimea, so-called Donetsk People's Republic or so-called Luhansk People's Republic regions of Ukraine, or to anyone named on, or owned or controlled by a party named on, a U.S. government restricted-party list (Section 13).

At this time the Program is also not offered to anyone located in the European Economic Area, the United Kingdom (including the Crown Dependencies and Gibraltar) or Switzerland. If you are there, you may write to us at support@replytune.com, and we will tell you if that changes.

Your participation begins when you accept this Agreement. We may decline or close a Partner account that does not meet these requirements.

1. 01You add a business in the Partner Panel with the owner's or manager's name and business email address, and only with that person's permission. You confirm that you have a direct business relationship with that person and that they have agreed to receive an invitation from ReplyTune.
2. 02We email that person an invitation to activate the business's account. The invitation names you as the partner who introduced them, says that you may earn a commission, and lets the person decline it.
3. 03The business deals with ReplyTune directly: it accepts our Terms of Service, connects its Google Business Profile and subscribes with us. You never collect money from the business for ReplyTune, and you never receive its sign-in details.

A business is credited to you when you are the first to add it, its email address does not already belong to a ReplyTune account, and it is not already a ReplyTune customer or credited to another partner under another email address, website, phone number, or the same name in the same city. Adding a business reserves it for you for 30 days. If the owner has not activated the account by then, the reservation lapses, the invitation is withdrawn, and any partner, you included, may add the business again. Once the owner activates the account, the business stays credited to you while it keeps its ReplyTune account, subject to Section 14. Our records decide which partner, if any, a business is credited to.

If the person declines an invitation, we withdraw it and no partner may invite that address again. If the person tells us they did not expect it, we also pause your invitations while we review what happened; inviting people who did not agree to hear from us is a material breach. We may limit how many invitations you send each day, how many can wait at once and how often you send a reminder, and we show those limits in the Partner Panel.

A business is not credited to you, and earns no Commission, if it is your own business or a business you or your company own or control, if you added it without its permission, or if you obtained the credit in breach of this Agreement or the Guidelines. ReplyTune is offered only to businesses in the United States, and we may decline any business under our Terms of Service.

You earn a Commission of 25% of the Net Revenue from each Subscription payment a Referred Business makes during its Commission Period: the 12 months that begin with its first paid invoice. For example, a business on a monthly plan earns you a Commission on each of its first twelve monthly payments, and a business on an annual plan on its first annual payment. Every Subscription payment made during the Commission Period counts in full, including an upgrade or a switch to an annual plan. Payments made after the Commission Period ends earn no Commission. If a business cancels and subscribes again, its payments still count only within its original Commission Period, which is never paused or extended. There is no cap on the number of businesses you refer.

The rate that applies to a Referred Business is the rate in effect on the day you added it, and it stays the rate for that business. A later change to the Program never lowers the rate, or shortens the Commission Period, of a business you have already added.

Commissions are calculated on payments we actually receive. A business on a plan we bill by invoice or bank transfer earns a Commission on what it pays, which we record in the Partner Panel. No Commission is earned on taxes, on payments we refund or lose to a chargeback, or on payments received after your participation ends, except as Section 14 provides.

Each Commission is held for 30 days after the payment it comes from, to cover refunds and chargebacks. After the holding period it is available for the next monthly payout.

If we refund all or part of a payment, the same share of its Commission is reversed. If the business disputes a payment with its card issuer, the Commission is reversed, and reinstated if the dispute is decided in our favor. A reversal of a Commission that has already been paid is offset against your next payouts. If your participation ends with a negative balance of $50 or more, you agree to repay it within 30 days of our written request; we waive a smaller one.

Every Commission, reversal and adjustment appears in the Partner Panel with the business and the date. If you believe an entry is wrong, tell us within 90 days of the date it appears and we will review it in good faith. We may correct an error in either direction.

We pay once a month, at the end of the month (Coordinated Universal Time), all Commissions whose holding period has ended by then. If the amount due is less than $50, it carries over to the next month until it reaches $50. When your participation ends, we pay the final balance at the next monthly payout whatever its amount, unless Section 14 provides otherwise.

Payouts are made in U.S. dollars by bank transfer, PayPal or Wise, as you choose in the Partner Panel. We pay our own sending fees. Fees your bank or payment provider charges to receive the money, and any currency conversion, are yours. A payout may arrive a few business days after it is sent. If a payout is returned because of the details you gave us, we send it again at the next monthly payout after you correct them.

You do not need to give us tax forms, bank details or identity documents to join the Program or to earn Commissions. We ask for them in the Partner Panel only when you have money to be paid, before your first payout:

• how you want to be paid, and the account details for that method;
• your legal name, country of tax residence and tax classification; and
• the official IRS form that applies to you, signed and uploaded: Form W-9 if you are a U.S. person, Form W-8BEN if you are a foreign individual, or Form W-8BEN-E if you are a foreign entity.

We send your first payout after we have received and reviewed this information. Until then, your Commissions stay in your balance; nothing is lost while you complete it. If your circumstances change, you must update it before your next payout.

You are responsible for the taxes on your Commissions. We may report payments to tax authorities as the law requires, for example on Form 1099-NEC for a U.S. person, and we may withhold tax where the law requires it, for example when a required form is missing or incorrect. We store your payout details and tax form encrypted, and use them only to pay you and to meet our legal obligations, as our Privacy Policy describes.

You will promote ReplyTune honestly and lawfully, and follow the Guidelines. In particular, you will:

• clearly disclose that you are a ReplyTune partner and may earn a commission, wherever you recommend ReplyTune, as the Federal Trade Commission's Guides Concerning the Use of Endorsements and Testimonials in Advertising (16 C.F.R. Part 255) require;
• describe ReplyTune only as it is, without promising rankings, ratings, more reviews, the removal of reviews or any result, and without earnings claims;
• never write, buy, suppress or incentivize reviews, or encourage a business to do so, and follow the FTC's rule on consumer reviews and testimonials (16 C.F.R. Part 465) and Google's policies;
• comply with the CAN-SPAM Act, the Telephone Consumer Protection Act, the Do-Not-Call rules and every other law that applies to how you contact people; and
• never present yourself as ReplyTune's employee or as ReplyTune, and never ask a business for its Google password or payment card details.

You are an independent contractor. This Agreement creates no employment, agency, partnership, joint venture or franchise relationship, and "partner" is a name for the Program, not a legal partnership. You decide how, when and where you work, you pay your own expenses, and you are responsible for anyone who works for you.

You have no authority to act for ReplyTune. You may not make promises, offer prices, discounts, trials or terms, accept agreements or sign anything on our behalf. Only our own published terms bind us to a business.

You confirm that you have the right to give us the contact details you enter, that you have a direct business relationship with the person, and that they have agreed to receive an invitation from ReplyTune. We use the details to invite the business and to provide our service, under our Privacy Policy.

In the Partner Panel you see, for each business you added: its name, the contact details you entered, whether the invitation was accepted, whether it is subscribed and on which plan, and the payments your Commissions are based on. You do not see its reviews, its replies, its Google data or its payment details. You will keep what you learn about a Referred Business confidential, use it only for the Program, and protect it as the law requires.

While you take part in the Program, we give you a limited, non-exclusive, non-transferable and revocable license to use the ReplyTune name and the materials we provide in the Partner Panel, only to promote ReplyTune and only as the Guidelines allow. You may not alter our materials, register or use a domain name, social media handle or business name that contains "ReplyTune" or a confusingly similar term, or bid on our name in paid search. We may ask you to change or remove any use of our name, and you will do so promptly. Everything not expressly licensed is reserved by us.

Information we share with you that is not public, such as Program terms offered only to you, our plans before they are announced, and information about Referred Businesses, is confidential. You will use it only for the Program and not disclose it, except as the law requires.

You confirm, and will keep true while you take part, that you are not located in or ordinarily resident in a country or region named in Section 2, and that you are not named on, or owned or controlled by a party named on, a U.S. government restricted-party list, including the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control (OFAC). We screen every payee before we send a payout, and we will not pay where the law prohibits it.

You will not offer, give or accept anything of value to improperly influence anyone, including any government official, in connection with the Program, and you will comply with the anti-corruption laws that apply to you, including the U.S. Foreign Corrupt Practices Act.

This Agreement continues until you or we end it.

• You may leave at any time by writing to support@replytune.com. You keep the Commissions earned on payments received up to the day you leave, and they are paid on the normal schedule.
• We may end your participation, or the Program, for any reason with 30 days' notice. If we do so without cause, you keep earning Commissions on the payments your Referred Businesses make until each one's Commission Period ends, paid on the normal schedule.
• We may suspend or end your participation immediately if you materially breach this Agreement or the Guidelines, if your account information is false, or if the law requires it. While we investigate a suspected breach, your Commissions keep accruing but payouts are held. If we end your participation for breach, Commissions resulting from the breach are forfeited, no Commissions accrue after it ends, and we may hold unpaid Commissions to cover losses the breach caused us, paying you any remainder.

When your participation ends, you will stop presenting yourself as a ReplyTune partner and stop using our name and materials. Sections that by their nature should survive, including those on Commissions earned, reversals, confidentiality, limitation of liability, indemnification and disputes, survive.

Every version of this Agreement carries a version number and an effective date. We may change the Program or this Agreement by telling you at least 30 days before the change takes effect, by email or in the Partner Panel. A change never lowers the Commission rate, or shortens the Commission Period, of a business you have already added. If you do not agree to a change, you may leave the Program before it takes effect; continuing to take part after it takes effect means you accept it. Your acceptance of each version stays on record.

We make no promise about how much, if anything, you will earn. Your results depend on your own work and on decisions businesses make. The Program is not exclusive: other partners, and ReplyTune itself, may approach any business in any area. We may change our products, plans and prices, and we may stop offering a plan, which can affect future Commissions.

EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE PROGRAM AND THE PARTNER PANEL ARE PROVIDED "AS IS," AND WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE OR GOODWILL, EVEN IF ADVISED OF THEIR POSSIBILITY. OUR TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE COMMISSIONS PAID AND PAYABLE TO YOU IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY. These limits do not apply to Commissions you have earned and we owe, to your indemnification obligations, or to liability for a party's fraud, gross negligence or willful misconduct.

You will defend us against any third-party claim, including a claim by a regulator, arising from your marketing or outreach, your statements about ReplyTune, your breach of this Agreement or the Guidelines, or your violation of law, and you will pay the damages finally awarded or the settlement you agree to. We will notify you promptly, give you control of the defense and settlement, and cooperate reasonably. No settlement may impose an obligation on us or admit fault for us without our consent.

Informal resolution first

Before starting an arbitration or court case, a party must send the other a written notice describing the dispute and the relief it seeks, to support@replytune.com for us or to your Partner account email address for you, and the parties will try in good faith to resolve it for 30 days.

Agreement to arbitrate

Any dispute, claim or controversy arising out of or relating to this Agreement or the Program that is not resolved informally will be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, and any supplementary rules it applies to multiple related filings, in effect when the demand is filed. A single arbitrator will decide the dispute. The seat of arbitration is Cheyenne, Wyoming, United States; hearings may take place by videoconference. The Federal Arbitration Act governs this section. The arbitrator decides questions of arbitrability, except that a court decides whether the class action waiver and the mass-filing provisions below are enforceable. Judgment on the award may be entered in any court with jurisdiction.

Exceptions

Either party may bring an individual claim in small claims court if it qualifies, and either party may ask a court for an injunction to stop the misuse of its intellectual property or confidential information.

Class action and jury trial waiver

Claims may be brought only in a party's individual capacity, not as a plaintiff or class member in any class, collective, consolidated or representative proceeding, and each party waives its right to a jury trial. If this waiver is found unenforceable for a claim, that claim will be decided by a court under this section's court provisions, not in a class arbitration.

Mass filings

If 25 or more substantially similar demands are filed against a party by or with the help of the same or coordinated counsel, they will be administered under the AAA's rules for mass or multiple related filings, in batches as those rules provide, and the parties will cooperate to resolve them efficiently.

Opting out

You may opt out of this arbitration agreement by emailing support@replytune.com within 30 days after you first accept this Agreement, giving your name, your Partner account email address and a clear statement that you opt out of arbitration. Opting out does not affect any other part of this Agreement. If we make a material change to this section, you may reject the change by emailing us within 30 days after it takes effect.

Courts

Claims that are not arbitrated will be brought exclusively in the state courts located in Laramie County, Wyoming, or in the United States District Court for the District of Wyoming, and each party consents to the personal jurisdiction of those courts.

This Agreement is governed by the laws of the State of Wyoming, United States of America, without regard to conflict-of-law rules, except that the Federal Arbitration Act governs Section 19. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

You agree to receive communications from us electronically, by email to your Partner account email address or in the Partner Panel, and agree that they satisfy any legal requirement that a communication be in writing. Accepting this Agreement electronically is a valid signature under the federal Electronic Signatures in Global and National Commerce Act and the Wyoming Uniform Electronic Transactions Act.

When you accept, we record the version of each document, a SHA-256 digest of its exact text, the statement shown beside the checkbox, the date and time (UTC), the IP address and the browser's user agent. The parties agree these records may be used as evidence of acceptance.

• Entire agreement. This Agreement, including the Guidelines, is the parties' entire agreement on the Program and supersedes prior agreements on it. If they conflict, this Agreement controls over the Guidelines.
• Assignment. You may not assign this Agreement or your right to Commissions without our consent. We may assign it to a successor in a merger, acquisition or sale of the business it relates to, with notice to you.
• Force majeure. Neither party is liable for a failure or delay caused by events beyond its reasonable control. This does not excuse paying Commissions that are due.
• Notices. Notices to us go to support@replytune.com, with a copy by mail for notices of breach or legal process to Primanza LLC, c/o Northwest Registered Agent Service Inc, 30 N Gould St Ste N, Sheridan, Wyoming 82801, United States. Notices to you go to your Partner account email address. A notice by email is given when sent, unless it is returned as undeliverable.
• Severability and waiver. If a provision is unenforceable, it will be enforced to the maximum extent permitted and the rest of this Agreement remains in effect. A failure to enforce a provision is not a waiver.
• Interpretation. This Agreement is written in English, and the English version controls. Headings are for convenience only, and "including" means "including without limitation."

Questions about the Program or this Agreement can be sent to support@replytune.com or by mail to Primanza LLC, c/o Northwest Registered Agent Service Inc, 30 N Gould St Ste N, Sheridan, Wyoming 82801, United States.