1. Program Tiers & Eligibility

1.1. Standard Partner Tier

• Commission: 20% Recurring (Monthly Plans) or 20% One-Time Bounty (Annual Plans).

• Exclusivity: Non-Exclusive. You are free to promote other tools.

1.2. VIP Partner Tier (Invitation Only)

• Eligibility: To maintain VIP status, you must generate a minimum of ten (10) new active referrals per rolling 90-day period.

• Exclusivity: VIP Partners must agree to exclusive promotion. You cannot actively promote "Direct Competitors" (defined as any software whose primary value proposition is automated AI voice-based communication).

• Downgrade/Cure Policy: If you fail to meet the minimum referral volume or breach the exclusivity clause, BuzzWisely will provide written notice of the breach. You will have seven (7) days to cure the breach. Failure to cure will result in an immediate downgrade to the "Standard Partner Tier" or termination of this Agreement.

2. Commission Structure & Calculations

2.1. Qualified Purchases (The "Named Product" Rule):

Commissions are paid exclusively on the Base Subscription Fees for the following specific products: Pollen, Nectar, and Honey. No other products, services, or versions are commissionable under this Agreement unless expressly added via a written amendment.

2.2. Exclusions:

You do NOT earn commission on:

• Usage Overages: Per-minute fees charged to the customer beyond their plan limit.

• Setup Fees: One-time setup or onboarding fees are non-commissionable.

• Taxes & Refunds: Sales tax, VAT, or refunded amounts.

2.3. Annual Plan "Buy-Out" (One-Time Bounty):

For customers who purchase an Annual Subscription, you will receive a one-time commission bounty equal to 20% of the initial contract value. This bounty is a strictly one-time payment and does not recur.

2.4. Annual Renewal Exclusion:

Commissions on Annual Plans apply only to the first year’s payment. If a customer renews for a second year (or any subsequent years), NO additional commission will be owed or paid.

2.5. Monthly Recurring Commissions:

For Monthly Plans, commissions are recurring and paid each month the customer successfully pays their invoice, subject to active Partner status.

3. Payout Schedule & "Net-30" Delay

3.1. Net-30 Hold Period:

All commissions are held for thirty (30) days after the customer’s payment clears to account for the money-back guarantee period and fraud verification.

3.2. Payout Methods:

Commissions are paid via [PayPal / Stripe / Wise] on the 15th of each month for all cleared commissions from the previous period.

3.3. Minimum Payout Threshold:

You must have a minimum of $50.00 in cleared commissions to receive a payout. Balances below this amount will roll over.

4. Refund, Clawback & Fraud Protection

4.1. Automatic Clawback & Indemnification

• Right to Offset:
  If a referred customer requests a refund, initiates a chargeback, or if a payment is reversed for any reason at any time, BuzzWisely shall "Clawback" the related commission.

• Mechanics of Recovery:
  This amount will be automatically deducted from your "Pending" or "Future" commission balance.

• Negative Balance Debt:
  If your balance is insufficient to cover a Clawback, your account will reflect a Negative Balance. Future commissions will be applied to this debt. BuzzWisely reserves the right to report unpaid negative balances exceeding $500 to collections or seek recovery via Mandatory Arbitration (Section 11).

• Chargeback Fees:
  The Partner is responsible for reimbursing BuzzWisely for bank-assessed chargeback fees (typically $25.00 per instance), which will be deducted from the Partner’s balance.

4.2. Self-Referral Ban:

You may not use your own affiliate link for your own business. Self-referrals will be voided and may result in a permanent ban.

4.3. Fraud Detection:

Any partner found using bots, stolen credit cards, or fake accounts will be immediately terminated, and all pending commissions shall be forfeited.

5. Marketing Restrictions (Do's and Don'ts)

5.1. Paid Search & Brand Protection (The "Zero-Tolerance" Rule)

• Prohibited Keywords:
  You are strictly prohibited from bidding on "BuzzWisely" branded keywords, misspellings, or variations on any paid platform (Google Ads, Bing, Social Media, etc.).

• Negative Keyword Requirement:
  You must add "BuzzWisely" and all variations as "Negative Keywords" (Exact and Phrase Match) in all paid campaigns.

• The Hijack Penalty:
  Breach of this section results in immediate termination and permanent forfeiture of all pending commissions.

5.2. Marketing Accuracy:
You must only use authorized assets. You are prohibited from making "Earnings Claims" or "Income Guarantees."

5.3. Anti-Spam:
You must comply with CAN-SPAM, GDPR, and CASL. Unsolicited "Cold DMs" linking to your affiliate link are strictly prohibited.

5.4. FTC Disclosure:

You must include a clear and conspicuous disclosure (e.g., #ad or #affiliate) "Above the Fold" on all promotional content.

6. Termination & Inactivity

6.1. Voluntary Termination:
You may end your partnership at any time by notifying us in writing.

6.2. Involuntary Termination:
BuzzWisely may terminate your account immediately for breach of exclusivity, brand bidding, fraud, or disparagement.

6.3. Inactivity & Sunset Provision

• Dormancy:
  After 6 months of no valid referral activity, your account is marked "Dormant."

• Expiration:
  After 12 months of inactivity (the "Sunset Period"), this Agreement automatically terminates, and any rights to future recurring commissions are deemed expired and forfeited.

7. Limitation of Liability & "Hard Cap"

• Exclusion of Damages: BuzzWisely shall not be liable for any indirect, incidental, or consequential damages (loss of profits, etc.).

• The Liability Ceiling:
  In no event shall BuzzWisely’s total aggregate liability exceed the total commissions actually paid to the Partner during the six (6) month period immediately preceding the event giving rise to the claim.

• Basis of the Bargain:
  These limitations are an essential basis of the bargain between the parties.

8. Scope & "Locked Rate" Policy

8.1. Pricing Modifications:
BuzzWisely reserves the right to modify prices at any time. Commissions are calculated on the actual amount paid by the customer.

8.2. Initial Sale Policy (The "Locked Rate"):
To ensure automated tracking and system integrity, commissions are calculated strictly based on the Plan Tier selected at initial signup. Subsequent upgrades do not increase the Partner’s recurring commission. Downgrades will result in a downward adjustment of commissions.

8.3. Returning Customer Exclusion:
Affiliate commissions are for new customers only. Returning users are not eligible for credit.

8.4. Future Product & Vertical Exclusion:
This Partner Program applies strictly and exclusively to the current "AI Receptionist" line (Pollen, Nectar, and Honey). Any future software launches, add-ons, or new vertical solutions are explicitly excluded from this Program.

9. Net Revenue & Fees

9.1. Net Revenue & Platform Maintenance Fee:
Commissions are calculated on "Net Revenue" (Gross cash received minus taxes and processing fees). BuzzWisely reserves the right to assess a Platform Maintenance Fee of up to 5% with 30 days’ notice.

9.2. Creep Shield:
Setup fees, telephony usage (minutes/SMS), and professional services are strictly non-commissionable.

9.3. Legacy Pricing Cap:
If BuzzWisely increases pricing, we reserve the right to cap your commission based on the pricing tier at the time of the referral's signup.

10. Operational Protections

10.1. Right to Offset:
BuzzWisely may deduct any overpayments from future commissions.

10.2. Change of Control:
In the event of an acquisition or merger, the new owners may restructure or terminate this Program with 30 days’ notice.

10.3. Tax Compliance:
No payments will be released without a valid W-9 or W-8BEN on file.

11. Mandatory Arbitration & Class Action Waiver

Any dispute arising out of or relating to this Agreement shall be settled by binding arbitration in CA under the rules of the American Arbitration Association (AAA). Both parties hereby waive their right to a jury trial or to participate in any class-action lawsuit. The prevailing party shall be entitled to recover reasonable attorney’s fees.

Agreement:

By creating a Partner Account and using your Affiliate Link, you acknowledge that you have read, understood, and agreed to be bound by these Terms and Conditions.