Partner Program Agreement

1.1 In this Agreement:

• "Active Sales Conversation" means that, within the 30 days before the relevant registration, click or code use, Signal & Science held or booked a sales call or demo with the prospect, sent it a proposal, or exchanged two-way correspondence with it about buying.
• "Affiliate" means an entity that controls, is controlled by, or is under common control with a party.
• "Agency Plan" means Signal & Science's custom plan for agencies, fractional CMOs and larger teams.
• "Applicable Law" means all laws, regulations and binding industry rules that apply to a party's activities under this Agreement.
• "Approved Commission" has the meaning in Section 5.6.
• "Attributed Customer" means a Customer credited to the Partner under Section 4.
• "Authorized Representative" means an employee or individual contractor of the Partner named under Section 3.1 and not declined or removed by Signal & Science.
• "Business Day" means a weekday other than a public holiday in California.
• "Co-Branded Landing Page" means a web page Signal & Science builds, hosts and controls for the Partner under Section 8.4.
• "Commission" has the meaning in Section 5.1.
• "Coupon Code" means a discount code Signal & Science issues in PromoteKit to the Partner or an Authorized Representative under a Schedule.
• "Customer" means a business that accepts Signal & Science's customer terms and pays for a Paid Plan.
• "Dispute" has the meaning in Section 17.2.
• "Effective Date" means the date of the last signature on the first Schedule the parties sign.
• "Good Standing" means that the Partner is not suspended or under review under Section 5.8 or 15.5, this Agreement was not terminated for the Partner's breach, and the Partner owes Signal & Science nothing under this Agreement.
• "Hold Period" means the 30 days after Signal & Science receives each Customer payment, which covers the Customer's 30-day money-back window on its first payment.
• "House Account" has the meaning in Section 4.4.
• "Lead Data" means personal data about a prospect's staff that the Partner gives Signal & Science.
• "Net Revenue" has the meaning in Section 5.2.
• "Paid Plan" means a paid Signal & Science subscription plan (at the Effective Date: Solo, Growth, Business and the Agency Plan).
• "Program Rules" means written operating instructions issued under Section 2.5.
• "PromoteKit" means the partner tracking and payout platform Signal & Science uses, or a replacement it names by notice.
• "Registered Client" and "Registration Window" have the meanings in Section 4.5.
• "Resources" means the partner sales kit, training, brand assets, templates, access links and other materials Signal & Science provides under this Agreement.
• "Schedule" means a schedule of commercial terms, signed by both parties, that refers to this Agreement.
• "Services" means the Signal & Science software service at app.signalandscience.com, as described at signalandscience.com.
• "Term" has the meaning in Section 15.1.
• "Termination Date" means the date termination or expiry of this Agreement takes effect.
• "Tracked Link" means a unique referral link Signal & Science issues in PromoteKit to the Partner or an Authorized Representative.

1.2 Other terms are defined where they first appear. "Including" means including without limitation. "Written" and "in writing" include email. "Days" means calendar days unless Business Days are stated.

2.1 Appointment. Signal & Science appoints the Partner as a non-exclusive referral partner for the Services. There is no territory. Signal & Science may sell directly and appoint other partners and affiliates anywhere.

2.2 Referral model. Signal & Science contracts with, invoices and collects payment from every Customer under its own customer terms. The Partner must not collect or handle Customer payments, sign or negotiate customer contracts, accept orders, or commit Signal & Science to anything.

2.3 Pricing. Signal & Science alone sets prices, plans, credits, seats and checkout terms. The Partner must not offer any other price, discount, credit, trial or special term, except Coupon Codes issued under a Schedule.

2.4 Customers. Every Customer is Signal & Science's customer. Signal & Science may accept or decline any prospect and manage any account under its customer terms, which at the Effective Date offer the Services only to businesses operating in the United States. Signal & Science owes the Partner no duty to win, keep or renew any Customer.

2.5 Program Rules. Signal & Science may issue and update Program Rules (such as brand guidelines, the registration format and PromoteKit instructions) on at least 15 days' notice of any material change. Program Rules cannot reduce Commission, shorten a Registration Window or change a Schedule. This Agreement prevails over them.

2.6 Costs. Each party bears its own costs. Commission is the Partner's only compensation.

3.1 Naming representatives. The Partner may name its employees and individual contractors as Authorized Representatives in a Schedule, or later by notice from a Partner Program Contact to partnership@signalandscience.com (or through PromoteKit when available). There is no fixed limit on their number, and changes may be submitted in batches in a format Signal & Science reasonably specifies. Signal & Science may decline any proposed representative.

3.2 Per-representative tracking. Signal & Science may issue each Authorized Representative its own Tracked Link, Coupon Code, or both, so sales are reported per representative. Per-representative credit is for reporting only. Every link and code issued to a representative credits the Partner.

3.3 Single payee. All Commission is earned by and paid only to the Partner, to the payout account in the Schedule. Signal & Science owes nothing to any Authorized Representative. How the Partner shares Commission with its people is a matter between them.

3.4 Responsibility. The Partner is responsible for its Authorized Representatives' acts and omissions as if they were its own. Before a representative receives a link, code or Resources, the Partner will make sure the person has read Section 7 and is bound in writing by confidentiality and conduct obligations at least as protective as this Agreement. The Partner alone is responsible for its representatives' pay, commission shares, benefits, expenses, classification, employment taxes and claims.

3.5 Partner Program Contact. Each Schedule names at least one Partner Program Contact, authorized to manage representatives, submit registrations, receive statements and raise disputes for the Partner.

3.6 Departures. Within 5 Business Days after an Authorized Representative leaves the Partner or stops being authorized, the Partner will notify Signal & Science and make sure the person stops using, and deletes, all links, codes and Resources. Signal & Science will then deactivate that person's links and codes. Sales through them before deactivation credit the Partner under Section 4, and the Partner remains responsible for their use until then. A departed representative may not carry any registration, link or code to another business.

3.7 Revocation. Signal & Science may suspend or revoke any Authorized Representative's links, codes or Resource access at any time by notice to the Partner. This does not affect Commission already earned, unless the Customer was obtained through a breach of this Agreement.

3.8 One credit per Customer. Each Customer is credited once. While named as Authorized Representatives, the Partner's people may not hold accounts in Signal & Science's public affiliate program without Signal & Science's written approval, and neither the Partner nor its people may earn commission for the same Customer under any other Signal & Science program or agreement. Signal & Science may link or close such accounts so each Customer is credited once, under this Agreement.

4.1 Order of rules. Signal & Science decides attribution by applying, in order: (a) an accepted registration within its Registration Window (Sections 4.2 to 4.5); then (b) a Coupon Code used at checkout (Section 4.6); then (c) the last click on a Tracked Link within 90 days (Section 4.6). A sale covered by none of these is not commissionable (Section 4.8). Each Customer is credited to at most one partner or affiliate. Commission is never split.

4.2 Registering a prospect. The Partner registers a prospect by email to partnership@signalandscience.com (or through a partner form when Signal & Science provides one) with: the prospect's company name and website; the name, role and business email of the Partner's contact there; the submitting Authorized Representative; and confirmation that the prospect has agreed to be introduced to Signal & Science. The Partner may register only a prospect with which it has a real, existing relationship and with which it has actively discussed the Services. Bulk, list-based or speculative registrations are invalid.

4.3 Review. Signal & Science will accept or reject each complete registration in writing within 10 Business Days after receiving it. A registration is accepted only when Signal & Science confirms acceptance in writing; a registration that Signal & Science has not answered is not accepted, and the Partner may follow up by notice. Signal & Science will reject a registration if, when received, the prospect (a) is, or has an Affiliate that is, an existing or former Customer; (b) is a House Account; or (c) is covered by an earlier accepted registration of another partner that is still in its Registration Window. It may also reject a registration that is incomplete, inaccurate, a self-referral, or outside Section 4.2. A rejection states the ground, without identifying other partners or disclosing Signal & Science's own sales conversations. Complete registrations rank by time of receipt.

4.4 House Accounts. A "House Account" is a prospect that (a) is an existing or former Customer; (b) is in an Active Sales Conversation with Signal & Science; or (c) was introduced to Signal & Science through its own outreach, events or staff in the 30 days before the relevant registration, click or code use. Using the free marketing diagnosis, subscribing to the newsletter or visiting Signal & Science's websites does not, on its own, create a House Account. A House Account is not commissionable unless the Partner's registration of it was accepted before it became a House Account.

4.5 Protected registration. An accepted registration is protected for 30 days from acceptance (the "Registration Window"), and the prospect is then a "Registered Client". On the Partner's written request before the window ends, Signal & Science may, at its discretion, extend it once by a further 30 days where the Partner shows evidence of progress, such as a walkthrough booked with Signal & Science or a proposal sent. If a Registered Client makes its first Paid Plan payment within its Registration Window, it becomes the Partner's Attributed Customer, even if it used another partner's or affiliate's Tracked Link or Coupon Code (whose discount still applies to the Customer) and even if it has since dealt with Signal & Science directly. Signal & Science may work with a Registered Client directly, for example by running a demo, without affecting the protection. If no first payment is made within the window, the registration lapses and the prospect is open to any partner, affiliate and Signal & Science. Any later registration of it is reviewed as a new registration under Section 4.3, but Signal & Science may decline a registration by the same Partner within 60 days after its earlier registration of that prospect lapsed unless the Partner shows material new progress.

4.6 Coupon Codes and Tracked Links. Without an accepted registration within its Registration Window, a Customer is an Attributed Customer if, as recorded in PromoteKit, it (a) entered the Partner's or its representative's Coupon Code at checkout; or (b) if no Coupon Code was used, last clicked the Partner's or its representative's Tracked Link, among all partner and affiliate links, within the 90 days before starting its first Paid Plan. A Coupon Code prevails over a different Tracked Link. Coupon Codes may be shared only directly with the Partner's own prospects and clients and in the Partner's own channels. If a Coupon Code is published or shared beyond that audience (for example on a coupon, deal or code-sharing site, or in a public post outside the Partner's own channels) without Signal & Science's written approval, Signal & Science may disable the code and withhold credit for any sale made with it after it was first published or shared that way. Tracking depends on each visitor's browser and privacy choices and will not capture every visit. Registration is the reliable way to secure credit.

4.7 Link destinations. Tracked Links must point to the signalandscience.com home page, the pricing page or a Co-Branded Landing Page, unless Signal & Science approves another page in writing. Referral tracking does not run on signalandscience.com/diagnose or pages under /diagnosis, so links must not point there directly.

4.8 Exclusions and untracked sales. None of these is ever an Attributed Customer: (a) a House Account, except under Section 4.4; (b) the Partner, its Affiliates, its Authorized Representatives, or any business any of them owns or controls or that employs any of them (a client the Partner serves as an independent agency, consultant or contractor is not excluded on this ground); (c) a Customer obtained through a breach of this Agreement. A sale not covered by an accepted registration within its Registration Window and not tracked under Section 4.6 is not commissionable, whatever the Partner's influence.

4.9 Plan changes. An Attributed Customer stays attributed for the Term whatever Paid Plan it moves to. Commission on each payment follows the Schedule for the plan paid. If an Attributed Customer moves to the Agency Plan, Commission stops unless the parties agree otherwise in writing under Section 5.5.

4.10 Records and disputes. Signal & Science's billing records and PromoteKit's records control attribution and amounts, absent manifest error. The Partner must raise any missed or wrongly credited sale, and any error in a statement, in writing with reasonable detail within 60 days after the sale or the statement. Signal & Science will respond within 15 Business Days and correct any error in the next statement. Matters not raised within 60 days are final.

5.1 Entitlement. For each Attributed Customer, Signal & Science will pay commission ("Commission") at the rates and on the plans in the Schedule, calculated on Net Revenue received during the Term.

5.2 Net Revenue. "Net Revenue" means amounts Signal & Science actually collects from an Attributed Customer for base subscription fees on a Paid Plan the Schedule lists as commissionable, less, to the extent not already deducted from the amount collected, refunds, credits, reversals, chargebacks, taxes (including sales, use, VAT, GST and similar taxes) and discounts (including Coupon Code discounts). Signal & Science does not deduct its payment processing fees.

5.3 Exclusions. No Commission is payable on credit top-ups, usage charges, add-ons, extra seats or capacity, services, taxes, plans or billing terms the Schedule does not list, or amounts not collected.

5.4 Accrual only during the Term. Commission accrues only on Net Revenue received before the Termination Date. No Commission accrues on any payment received on or after it. There is no post-termination commission period.

5.5 Agency Plan. Commission on an Agency Plan Customer is payable only if the parties agree its amount and basis in writing for that deal before the Customer signs.

5.6 Hold and approval. Commission on each payment, not only the first, is pending during its Hold Period and then becomes approved ("Approved Commission"), unless the payment has been refunded, reversed or charged back, or a payment dispute about it is still open (in which case it stays pending until the dispute is resolved).

5.7 Clawback. If a payment is refunded, reversed or charged back within 120 days after Signal & Science received it, and its Commission has been approved or paid, Signal & Science may deduct that Commission from later payouts or invoice the Partner, payable within 30 days. Commission paid in error, or on sales tied to fraud or a breach of this Agreement, may be recovered the same way at any time.

5.8 Fraud and review. No Commission is payable on fraudulent, test or voided transactions. Signal & Science may withhold Commission it reasonably suspects arises from a breach while it investigates, for up to 60 days plus any period during which a related chargeback or payment dispute remains open, and will tell the Partner the outcome.

5.9 Price and commercial term changes. Signal & Science may change prices, plans, credits and features at any time. Commission is always calculated on actual Net Revenue. Signal & Science may change the commercial terms in a Schedule, including Commission rates, eligible plans, windows and payout terms, and the registration, attribution, commission, hold, clawback and payout provisions of Sections 4 to 6, at any time by written notice to the Partner (email is enough). A change takes effect on the date stated in the notice, which may be the date the notice is sent, and applies only to payments received on or after that date; Commission on payments received before then is calculated under the Schedule then in force. If the Partner does not accept a change, it may end this Agreement by notice under Section 15.

6.1 Statements. Signal & Science will provide a monthly statement in PromoteKit showing, per Authorized Representative and in total, Attributed Customers, Net Revenue, pending and Approved Commission, and adjustments.

6.2 Timing. Signal & Science will pay Approved Commission monthly, no later than 30 days after the end of the calendar month in which it became Approved Commission.

6.3 Minimum. Approved Commission balances below the minimum payout stated in the Schedule carry forward until they reach it. Section 16.2 covers a final balance below that minimum.

6.4 Method and fees. Payment is in US dollars through PromoteKit payouts to the Partner's payout account, by PayPal, Wise or another supported payout service. Transfer, currency conversion and payout service fees charged to the recipient are borne by the Partner. Signal & Science is not responsible for losses from incorrect payout details or for exchange rates.

6.5 Tax forms. Before the first payout, the Partner will provide IRS Form W-9 (US) or the appropriate Form W-8 (non-US), its legal name, address and tax identification number, and any invoicing details Signal & Science reasonably requires. Signal & Science may hold payouts, without interest, until then.

6.6 Taxes and set-off. The Partner is responsible for all taxes on Commission. Commission includes any VAT, GST or similar tax the Partner is required to charge. Signal & Science may withhold taxes where the law requires, issue Form 1099 or other returns, and set off any amount the Partner owes under this Agreement against Commission.

7.1 Truthful claims. The Partner will describe the Services only as signalandscience.com and the Resources describe them at the time, and must not state or imply: (a) any security certification, audit, attestation or compliance status Signal & Science has not published, in any form or stage (including "in progress" or "ready"); (b) any sign-in or security feature Signal & Science has not published; (c) guaranteed results, rankings, revenue or returns; (d) continuous or instant monitoring (the Services run scheduled monitoring between sessions); (e) any feature, integration, price, credit, seat count or term Signal & Science has not published; or (f) any customer result, endorsement or adoption Signal & Science has not published. Security and compliance questions go to Signal & Science, which handles security questionnaires and data processing agreements with prospects directly.

7.2 Disclosure. In every communication promoting the Services, the Partner will clearly disclose that it is a Signal & Science referral partner and may be paid for referrals, as the FTC Endorsement Guides (16 CFR Part 255) and similar laws require. The Partner acts in its own name and must not present itself as Signal & Science or its agent, employee, reseller or "official" partner.

7.3 Brand terms. The Partner must not bid on or use, as a keyword, ad title, ad text, display URL, domain, social handle or email address, "Signal & Science", "Signal and Science", "signalandscience", "Reverge", or any misspelling, variation or combination of them, or use any method to capture traffic for those terms. In any search campaign, the Partner will add those terms as negative keywords where the platform allows.

7.4 Paid advertising. The Partner may run paid advertising that promotes Signal & Science only with Signal & Science's prior written approval, which a Schedule may give. Approved paid search (on non-brand terms), social and display ads must send traffic only to the Partner's own web properties or to the Co-Branded Landing Page, and never directly or by redirect to any other Signal & Science page. On request, the Partner will show Signal & Science its live ads, keywords and destinations. Signal & Science may require any ad to be changed or paused.

7.5 Outreach and data. The Partner will comply with the CAN-SPAM Act, the Telephone Consumer Protection Act and all other applicable anti-spam, telemarketing and electronic marketing laws; will not send unsolicited bulk email, or send texts or make automated or prerecorded calls without the consent the law requires; will honor opt-outs; and will collect and use prospect data only with a lawful basis.

7.6 Prohibited Actions. Each of the following ("Prohibited Actions") is a material breach, whether done directly or through others:

7.7 Monitoring and consequences. Signal & Science may review the Partner's marketing at any time. The Partner will make any requested change within 5 Business Days, or immediately for a Prohibited Action or legal risk. Signal & Science may deactivate any link or code involved. No Commission is payable on a Customer obtained through a Prohibited Action, and Signal & Science may terminate under Section 15.4.

8.1 License. Signal & Science will provide Resources, which may include a sales kit (such as a one-pager, pitch outline, discovery guide, demo talk track, objection handling guide, proposal sheet and email templates), brand assets and training. It grants the Partner, during the Term, a non-exclusive, non-transferable, revocable, royalty-free license to use the Resources and Signal & Science's names and logos solely to refer prospects under this Agreement and its brand guidelines. The Partner may extend this license only to its Authorized Representatives.

8.2 Confidential and partner-only. Resources are Signal & Science's Confidential Information. The Partner may share them only with Authorized Representatives who need them, except that Resources Signal & Science labels in the kit, or designates in writing, as customer-facing may be given to prospects for a referral. The Partner must not publish Resources, forward access links, or share Resources with anyone else. Access links are personal and revocable. The Partner will use current versions and will not modify Resources without written approval, beyond completing fields designated for it.

8.3 Ownership. Signal & Science keeps all rights in the Services, the Resources and its names and marks (including "Signal & Science" and "Reverge"), and all goodwill from their use. The Partner will not register or challenge any mark, domain or handle confusingly similar to them. Signal & Science may use any feedback freely.

8.4 Co-Branded Landing Page. Signal & Science will build, host and control the content of any Co-Branded Landing Page named in a Schedule. The Partner licenses Signal & Science to display the Partner's name and logo on it during the Term. Signal & Science may change or remove it at any time and will remove it on termination.

8.5 Publicity. The Partner may describe itself as a "Signal & Science referral partner". Neither party will issue a press release about this Agreement without the other's written consent.

9.1 Signal & Science will: provide a PromoteKit account and links or codes for each Authorized Representative it sets up; provide Resources, reasonable training and a named partner contact; review registrations under Section 4.3; handle all Customer contracting, billing and support; and pay Commission under Sections 5 and 6.

10.1 "Confidential Information" means non-public information a party (the discloser) gives the other (the recipient) in connection with this Agreement that is marked confidential or would reasonably be treated as confidential, including Resources, unpublished pricing and plans, registration decisions and each Schedule's terms. It excludes information the recipient shows is public through no fault of its own, was already lawfully known to it, was lawfully received from a third party without a duty of confidence, or was independently developed.

10.2 The recipient will use Confidential Information only for this Agreement, protect it with at least reasonable care, and disclose it only to employees, contractors (for the Partner, its Authorized Representatives) and advisers who need it and are bound by equivalent obligations. If the law compels disclosure, the recipient will, where lawful, give prompt notice and disclose only what is required.

10.3 These obligations last for the Term and 3 years after it, and for trade secrets for as long as they remain secret. On termination or request, the recipient will return or destroy the discloser's Confidential Information, except copies the law requires it to keep.

11.1 Independent controllers. Each party is an independent controller (or "business") for its own processing of Lead Data and the other's contact data. Neither processes personal data for the other. The Partner shares Lead Data so Signal & Science can respond to and serve the prospect, not for money or other valuable consideration.

11.2 Partner obligations. Before sharing Lead Data, the Partner will have a lawful basis and will have given any notice the law requires, including that the prospect's details will go to Signal & Science for sales follow-up. It will share only the minimum needed, keep it accurate, and never share scraped, purchased or harvested data.

11.3 Signal & Science's processing. Signal & Science processes personal data about the Partner's people to run the program under its privacy policy at https://app.signalandscience.com/privacy. PromoteKit and payout providers act as its service providers.

11.4 Customer data stays with Signal & Science. Signal & Science will share with the Partner only what attribution and statements need: a Customer's company name, plan, payment and Commission amounts, and account status. It will not share a Customer's workspace content, connected-platform data or reports unless that Customer separately authorizes it.

11.5 Security, incidents and requests. Each party will keep appropriate security measures for personal data it receives. The Partner will notify Signal & Science within 72 hours after becoming aware of a breach affecting Lead Data or other personal data received under this Agreement. Each party handles data subject requests about its own processing, and the Partner will forward requests about Signal & Science's processing without answering them. Where the law requires, the parties will adopt the EU Standard Contractual Clauses (controller to controller) or another lawful transfer mechanism.

12.1 Each party represents that it is duly organized, has authority to enter into this Agreement, and that doing so breaches no other agreement binding it.

12.2 The Partner represents and warrants that it and its Authorized Representatives will comply with Applicable Law, including marketing, privacy and anti-bribery laws (such as the US Foreign Corrupt Practices Act and the UK Bribery Act 2010); that none of them is subject to applicable sanctions; that its own promotional materials infringe no third-party rights; and that each Authorized Representative is properly engaged by it. The Partner will report any suspected bribery or fraud connected with this Agreement within 2 Business Days.

12.3 Signal & Science represents that the Resources, as provided and used under this Agreement, do not to its knowledge infringe any third party's intellectual property rights.

12.4 Otherwise, the program, Resources, PromoteKit and Services are provided "as is". To the fullest extent the law permits, Signal & Science disclaims all other warranties, including merchantability, fitness for a particular purpose and non-infringement, and makes no promise about the Commission the Partner will earn or the accuracy or availability of tracking. The Partner has not relied on any projection of earnings or other statement not set out in this Agreement.

13.1 By the Partner. The Partner will defend, indemnify and hold harmless Signal & Science, its Affiliates and their officers, members, employees and agents against third-party claims, and resulting losses, fines, penalties, settlements and reasonable legal fees, arising from: (a) breach of this Agreement by the Partner or its Authorized Representatives; (b) any unauthorized statement or marketing by them about the Services; (c) their breach of Applicable Law, including anti-spam, telemarketing and privacy laws; (d) the Partner's own materials, other than unmodified Resources; (e) claims by the Partner's representatives or personnel, including for commission shares, wages, benefits, classification or employment taxes; (f) taxes on Commission; or (g) the Partner's fraud, gross negligence or willful misconduct.

13.2 By Signal & Science. Signal & Science will defend, indemnify and hold harmless the Partner and its officers and employees against third-party claims, and resulting losses, settlements and reasonable legal fees, arising from: (a) a claim that unmodified Resources or Signal & Science's marks, used as this Agreement permits, infringe a third party's intellectual property rights; or (b) Signal & Science's fraud or willful misconduct.

13.3 Procedure. The indemnified party will give prompt notice (a delay relieves the indemnifying party only to the extent it is prejudiced), let the indemnifying party control the defense and settlement, and cooperate reasonably at the indemnifying party's expense. The indemnified party may take part with its own counsel at its own cost. No settlement may admit fault by, or impose an obligation on, the indemnified party without its consent, not unreasonably withheld.

14.1 Neither party is liable for indirect, incidental, special, consequential, exemplary or punitive damages, or lost profits, revenue, goodwill or data, even if told they were possible.

14.2 Each party's total liability under this Agreement is capped at the greater of USD 1,000 and the total Commission Signal & Science paid the Partner in the 12 months before the event giving rise to the claim.

14.3 Sections 14.1 and 14.2 do not apply to: indemnity obligations; breach of Section 10 or 11; infringement or misuse of the other party's intellectual property; the Partner's liability for Prohibited Actions; or fraud, gross negligence or willful misconduct. The cap does not limit Signal & Science's obligation to pay Commission properly earned under this Agreement, and amounts so paid do not count toward it.

14.4 These limits are an essential part of the bargain and apply even if a remedy fails of its essential purpose.

15.1 Term. This Agreement runs for 12 months from the Effective Date and then renews automatically for successive 12-month periods (together, the "Term") until terminated.

15.2 Convenience. Either party may terminate this Agreement at any time, for any reason, on 30 days' written notice.

15.3 Curable breach. If a party materially breaches this Agreement and the breach can be cured, the other party may give written notice describing it. If the breach is not cured within 30 days after that notice, the non-breaching party may terminate by further written notice. A breach is cured only when the conduct has stopped and its effects have been reasonably corrected. During the cure period Signal & Science may suspend the links, codes and Commission connected with the Partner's breach.

15.4 Immediate termination. Signal & Science may terminate immediately by written notice, without a cure period, if the Partner or an Authorized Representative commits fraud, sends spam, bids on brand terms, manipulates tracking, self-refers, makes an improper payment, impersonates Signal & Science, breaches Section 10 or 11 in a way that cannot be undone, commits a breach that cannot be cured, or repeats a breach Signal & Science had already notified. Either party may terminate immediately by written notice if the other commits fraud.

15.5 Suspension. Instead of terminating, Signal & Science may suspend links, codes, Resource access and payouts for up to 60 days while it investigates a suspected breach.

15.6 Insolvency. Either party may terminate immediately by written notice if the other becomes insolvent, assigns for the benefit of creditors, or is subject to bankruptcy proceedings not dismissed within 60 days.

15.7 Schedules. A Schedule may add a termination right (such as a minimum activity default). Termination of this Agreement terminates every Schedule.

16.1 No further accrual. On termination or expiry, no further Commission accrues, including on later payments from Attributed Customers or Registered Clients, and all Registration Windows end.

16.2 Earlier payments and final balance. Commission on Net Revenue received before the Termination Date remains payable after its Hold Period, in the ordinary cycle, subject to clawback, set-off and Section 16.3. If the Partner is in Good Standing, a final Approved Commission balance below the minimum payout is paid in the next payout run after the last Hold Period ends. If it is not, Signal & Science first sets that balance off against any amount the Partner owes and pays any remainder if the Partner asks in writing within 90 days after the Termination Date.

16.3 Forfeiture limited to the breach. If Signal & Science terminates for the Partner's breach, the Partner forfeits only Commission on Customers or payments obtained through, or connected with, the breach, and Signal & Science may recover any such Commission already paid. Other Commission remains payable under Section 16.2.

16.4 Wind-down. Within 5 Business Days after the Termination Date, the Partner and its Authorized Representatives will stop using and remove all links, codes, Resources and Signal & Science marks, and return or destroy Confidential Information. Signal & Science will deactivate links and codes and remove any Co-Branded Landing Page. Discounts already granted to Customers are unaffected.

16.5 Survival. Sections 1, 3.3, 3.4, 4.10, 5, 6, 8.3, 10 to 14, 16, 17 and 18, and any term that by its nature should survive, survive termination.

17.1 Governing law. This Agreement is governed by the laws of the State of California, without regard to its conflict-of-laws rules, and by applicable US federal law. The Federal Arbitration Act governs Section 17.3. The UN Convention on Contracts for the International Sale of Goods does not apply.

17.2 Escalation first. Before starting arbitration or a court action, a party with a dispute, claim or controversy arising out of or relating to this Agreement (a "Dispute") will send a written Notice of Dispute describing it and the relief requested (to Signal & Science at partnership@signalandscience.com; to the Partner at its notice email). The parties' senior contacts will try in good faith to resolve it for 30 days.

17.3 Arbitration. Any Dispute not resolved under Section 17.2 will be resolved by binding arbitration administered by JAMS under its Comprehensive Arbitration Rules and Procedures (or, for claims under USD 250,000, its Streamlined Arbitration Rules), before a single arbitrator, in Los Angeles, California or, by agreement, by video. The arbitrator will issue a written, reasoned award, which is final and binding and may be entered in any court of competent jurisdiction. Each party pays its own attorneys' fees and costs unless the arbitrator awards otherwise under applicable law; filing and arbitrator fees are shared as the JAMS rules provide. The arbitration and its outcome are confidential, except as needed to enforce the award or as the law requires.

17.4 Individual basis. Disputes proceed only between the parties individually. Neither party may bring or take part in a class, collective or representative proceeding against the other, and the arbitrator may not consolidate the Partner's claims with those of any other partner or affiliate without both parties' consent. The parties waive trial by jury to the fullest extent the law allows.

17.5 Exceptions and courts. Either party may bring an individual claim in small claims court if it qualifies, and may ask a court for injunctive or other equitable relief to protect its Confidential Information or intellectual property. Any court action permitted by this Agreement, or to enforce an award, must be brought exclusively in the state or federal courts located in Los Angeles County, California, and each party consents to their personal jurisdiction and venue.

17.6 Time limit. To the extent the law allows, any claim arising out of this Agreement must be brought within one year after it arises, or it is permanently barred.

17.7 Severability. If any part of this Section 17 is held unenforceable, the rest continues to apply, and any claim that cannot be arbitrated will be heard in the courts named in Section 17.5.

18.1 Independent contractors. The parties are independent contractors. Nothing creates a legal partnership, joint venture, agency, franchise or employment relationship, and neither the Partner nor its representatives are Signal & Science employees.

18.2 Notices. Notices to Signal & Science go to partnership@signalandscience.com; formal notices may also be sent by post or courier to Reverge LLC at the mailing address above. Notices to the Partner go to the notice email in the Schedule. Email notice is effective when sent, absent a delivery failure, or at the start of the next Business Day if sent outside business hours in California.

18.3 Assignment. The Partner may not assign or transfer this Agreement, including by change of control, without Signal & Science's written consent. Signal & Science may assign it to an Affiliate or to a successor in a merger, acquisition, reorganization or sale of assets, on notice.

18.4 Entire agreement and precedence. This Agreement and its Schedules are the entire agreement on their subject and replace all earlier discussions, term sheets, kit summaries and public descriptions of the partner program. A Schedule governs its own commercial terms; this Agreement governs everything else; Program Rules rank last.

18.5 Amendments, waiver, severability. Amendments must be in writing and signed by both parties (electronic signature is acceptable), except that Signal & Science may make changes by notice under Section 5.9 and change Program Rules under Section 2.5; an email agreement under Section 5.5 for a specific Agency deal is enough for that deal. Delay in enforcing a right is not a waiver. An unenforceable provision is enforced to the extent permitted and the rest remains in effect.

18.6 Force majeure. Neither party is liable for delay caused by events beyond its reasonable control, except payment obligations.

18.7 Third parties, counterparts and electronic signature. No one other than the parties, including any Authorized Representative or Customer, has rights under this Agreement, except the indemnified persons in Section 13. This Agreement and any Schedule may be signed electronically and in counterparts.

18.8 Interpretation. Headings are for convenience only. This Agreement will not be construed against either party as its drafter. The English version controls.

Each Partner's commercial terms, including Commission rates, eligible plans, the Registration Window, payout terms and any Co-Branded Landing Page, are set in a private Schedule agreed with that Partner. Signal & Science may change a Schedule's commercial terms under Section 5.9. Commercial terms are Confidential Information and are not published.