Partner Program Agreement

This Partner Program Agreement (the “Agreement”) is between you and Outmove LLC (“Outmove,” “we,” “us”), and governs your participation in the Outmove partner program (the “Program”). It is in addition to the Terms of Service and the Privacy Policy, which apply to you as well. By applying to, or participating in, the Program you accept this Agreement. If you do not accept it, do not use your referral link.

1. Acceptance and eligibility

Participation is by application and approval only, at our sole discretion, and approval may be withheld or withdrawn for any lawful reason. You must be at least 18 years old and legally able to enter this Agreement. If you apply on behalf of an organization, you represent that you are authorized to bind it. We may decline or remove any applicant or partner without providing a reason.

2. Relationship of the parties

You are an independent contractor. Nothing in this Agreement creates a partnership, joint venture, franchise, employment, or agency relationship between you and Outmove. You have no authority to make any statement, representation, warranty, or commitment on our behalf, to bind us to any obligation, or to hold yourself out as our employee, agent, or representative. You are responsible for your own expenses, equipment, taxes, and personnel.

3. Referral links and attribution

• We will issue you a unique referral link. Attribution is determined solely by our own tracking records, which are the final and binding record of whether a referral qualifies.
• Attribution uses last click within a 90-day window: the most recent referral link clicked before signup receives the credit. Where two or more partners could be credited, or where attribution is ambiguous, no commission is payable to anyone.
• Cookies can be blocked, cleared, or expire, and tracking may fail for reasons outside our control. We do not guarantee that any referral will be tracked, and we are not liable for referrals that are not recorded.
• You must use the link as provided. You may not shorten, mask, cloak, frame, reproduce, or alter it in any way that obscures its destination or our involvement.

4. Commission

• Commission is earned only on amounts actually received and retained by us from a qualifying referred customer. Taxes, refunds, discounts, credits, chargebacks, and fees are excluded.
• The commission schedule in effect is published on the partner page. We may change the schedule prospectively on notice; changes do not affect commission already earned.
• Commission is not payable on: your own accounts; accounts of your immediate family, your employer, or any entity you control or that controls you; accounts you create or procure on a customer’s behalf; existing customers; customers already in an active sales conversation with us; accounts that do not complete a payment; and accounts we determine in good faith to be fraudulent, duplicated, or created to trigger commission.
• No commission is payable on amounts we have not collected, on free plans or trials, or on any period after a referred customer’s eligible term ends.

5. Holds, reversals, and payment

• Hold. Each commission is held for 45 days after the underlying payment clears, so that a payment which later reverses never results in a payout.
• Reversal and clawback. If a payment is refunded, disputed, charged back, or otherwise reversed, the related commission is cancelled. If it has already been paid to you, the amount becomes a debt owed to us and we may deduct it from your current or future balance, or require repayment. This right survives termination.
• Threshold. Payouts are made once your payable balance reaches $100.00. A balance below the threshold carries forward to the following period. Balances do not expire while your account remains in good standing.
• Schedule. Payouts run monthly, on or about the 1st, for balances that have cleared the hold. Payment timing is an estimate and not a guarantee; processing, banking, verification, and compliance delays can move it.
• Method. Payouts are made to a payout account you connect through our payment processor, which collects your identity, bank, and tax information directly. We may require an alternative method, or decline to pay by a particular method, at our discretion. You are responsible for the accuracy of your payout details; we are not liable for funds sent to details you provided incorrectly.
• Set-off. We may set off any amount you owe us, under this Agreement or otherwise, against any amount we owe you.
• Dormancy. If your account has no qualifying referral activity and you do not sign in for twelve consecutive months, we may close it on notice to your registered email. Any balance below the payout threshold at that point is forfeited.

6. Taxes

You are solely responsible for all taxes arising from amounts we pay you, and for determining and meeting your own reporting and filing obligations. You must provide accurate and current tax documentation (for example a Form W-9 or W-8BEN) before we are able to pay you. We may withhold payment until that documentation is on file, and may withhold or deduct amounts where required by law. We do not provide tax advice.

7. How you may promote Outmove

You must promote Outmove honestly and lawfully, and only in ways that a reasonable person would regard as genuine. You must not:

• send unsolicited email, SMS, direct messages, or other communications, or post to forums, comment sections, groups, or review sites in a way that violates their rules;
• bid on our brand name, product names, trademarks, or close variants and misspellings of them in paid search or shopping ads, or use them in ad copy or display URLs;
• register or use any domain, subdomain, username, app name, or social handle containing our name or a confusingly similar variant;
• represent yourself as Outmove, imply that you are an official or exclusive channel, or create a site, page, or profile that could be mistaken for ours;
• use cookie stuffing, forced clicks, pop-unders, auto-redirects, iframes, toolbars, browser extensions, adware, incentivized clicks, or any other means of setting attribution without a genuine, informed click;
• use automated means, bots, or scripts to generate clicks, signups, or referrals, or create accounts on another person’s behalf;
• operate coupon, deal, discount, or cashback sites, or advertise discounts, offers, or pricing we have not published;
• promote through content that is misleading, defamatory, obscene, discriminatory, infringing, or otherwise unlawful, or that disparages us or a competitor falsely;
• make any representation about Outmove’s features, performance, security, pricing, availability, or compliance that is not published by us, including any claim about what results a customer will achieve.

We may direct you to remove or change any promotion, and you will comply promptly.

8. Required disclosure

You must clearly and conspicuously disclose that you receive compensation for referrals, everywhere you promote Outmove, in a way that a reader will notice and understand before they act. The disclosure must appear close to the referral link or recommendation itself, not only in a footer, a separate page, an “about” section, behind a “more” link, or among hashtags. Plain wording such as “I earn a commission if you sign up through this link” is sufficient; the term “affiliate link” alone is not.

This reflects the requirements of the U.S. Federal Trade Commission’s Endorsement Guides and equivalent rules elsewhere. You are responsible for identifying and complying with every disclosure, advertising, endorsement, testimonial, privacy, anti-spam, and consumer-protection law that applies to you and to your audience, wherever they are. If you are unsure whether a disclosure is adequate, make it more prominent.

9. No earnings claims

We make no representation, promise, or guarantee about how much you will earn, or that you will earn anything. Any figures we publish, including illustrations, calculators, ranges, examples, or descriptions of what other partners have earned, are arithmetic illustrations of the commission rate applied to a published price. They assume full retention, are not a forecast, and do not represent typical results. Earnings depend on factors outside our control, including your audience, your effort, and whether referred customers subscribe and stay.

You must not make any earnings claim about the Program to anyone. This includes stating or implying what a person could, might, or typically does earn by joining. If you describe your own results, they must be truthful, typical of what you actually experienced, and accompanied by a clear statement that results vary and that most participants earn less.

10. Use of our brand

We grant you a limited, revocable, non-exclusive, non-transferable, royalty-free license to use the Outmove name and the logos and materials we make available, solely to promote Outmove under this Agreement and in accordance with any brand guidelines we provide. You may not alter our marks, combine them with your own, or use them in a way that suggests endorsement of your other products. All goodwill from your use runs to us. The license ends automatically when this Agreement ends, and you must stop using our marks and remove your referral links promptly.

11. Confidentiality

Non-public information we share with you, including unreleased features, pricing not yet published, customer names, and Program performance data, is confidential. You will keep it confidential, use it only for the Program, and protect it with at least reasonable care. You may not disclose the identity of a referred customer, or any information about their account, to anyone.

12. Changes to the Program

We may change, suspend, or discontinue the Program, or amend this Agreement, at any time. We will give at least 30 days’ notice of a material change to the commission schedule or payment terms, by email or in your partner dashboard. Changes apply prospectively and do not reduce commission already earned. Continuing to use your referral link after a change takes effect means you accept it; if you do not, your remedy is to stop participating and withdraw, and we will pay any balance you have properly earned.

13. Suspension and termination

• Either of us may end this Agreement at any time, for any reason or none, on notice. You may withdraw at any time from your dashboard or by emailing us.
• On ordinary termination by either party, we will pay any commission you have properly earned that has cleared its hold, subject to the payout threshold and to any amounts you owe us.
• We may suspend your account and withhold payment while we investigate suspected fraud, abuse, or a breach of this Agreement. We will act in good faith and within a reasonable time.
• If we terminate your participation because you breached this Agreement, or for fraud or abuse, all unpaid commission, whether held or payable, is forfeited, and we may reverse commission already paid on affected referrals. We will tell you the reason. We may also cancel referrals obtained through the conduct concerned.
• Sections 2, 5 (reversal, clawback and set-off), 6, 9, 11, 14, 15, 16 and 17 survive termination.

14. No warranty

The Program, the referral link, the partner dashboard, and all tracking and reporting are provided “as is” and “as available”, without warranty of any kind, express or implied, including any warranty of merchantability, fitness for a particular purpose, non-infringement, accuracy, or uninterrupted or error-free operation. We do not warrant that tracking will capture every referral or that reporting will be free of error, and we may correct reporting errors at any time.

15. Limitation of liability

To the maximum extent permitted by law, we are not liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost opportunity, lost data, or loss of goodwill, arising out of or relating to the Program, however caused and on any theory of liability, even if we have been advised of the possibility. Our total aggregate liability arising out of or relating to the Program will not exceed the total commission actually paid to you in the twelve months before the event giving rise to the claim, or $100.00, whichever is greater. These limits apply even if a remedy fails of its essential purpose. Some jurisdictions do not allow certain exclusions, and in those places our liability is limited to the smallest amount permitted by law.

16. Indemnity

You will defend, indemnify, and hold harmless Outmove and its officers, directors, employees, and agents from and against any claim, demand, proceeding, loss, liability, damage, penalty, cost, or expense (including reasonable legal fees) arising out of or relating to: your promotion of Outmove; any statement or claim you make about us or our service; your breach of this Agreement or of any law; your failure to disclose the compensated relationship; your tax obligations; or your relationship with your own audience, subscribers, or clients. This obligation survives termination.

17. General

• Governing law and venue. This Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. The exclusive venue for any dispute is the state and federal courts located in Delaware, and you consent to their personal jurisdiction.
• No class actions. Any dispute will be brought only in your individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding, to the extent permitted by law.
• Assignment. You may not assign or transfer this Agreement or your partner account without our written consent. We may assign it freely.
• Severability and waiver. If any provision is held unenforceable, it will be limited or removed to the minimum extent necessary and the rest remains in force. Our failure to enforce a provision is not a waiver of it.
• Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control.
• Entire agreement. This Agreement, together with the Terms of Service and Privacy Policy, is the entire agreement between us about the Program and supersedes any prior discussion, marketing material, or representation.
• Notices. We may give notice by email to the address on your partner account or by posting in your dashboard. You are responsible for keeping that address current.

18. Contact

Questions about the Program or this Agreement: partners@outmove.app.