Introduction
This Authorized Partner Agreement (the “Agreement”) governs your participation in Rulrr’s authorized partner (referral) program as an “Authorized Partner” (also referred to as an “Authorized Reseller”). It is entered into between Rulrr, Inc. (“Rulrr,” “we,” or “us”) and the individual or entity accepting it (“Partner,” “you”).
Relationship to other terms. This Agreement applies in addition to Rulrr’s Terms of Service and Privacy Policy, which are incorporated by reference. Both the Terms of Service and this Agreement apply to you. In the event of a conflict between them with respect to partner-specific matters, this Agreement controls.
By accepting this Agreement or participating in the program, you agree to its terms. If you accept on behalf of an entity, you represent that you have authority to bind that entity.
1. The Partner Program
1.1 Referral model. The program is a referral program. As an Authorized Partner, you may promote and refer businesses to Rulrr. You do not set prices for, charge for, or collect payment for the Services. Referred businesses contract with and pay Rulrr directly at Rulrr’s own pricing. You earn referral commissions as set out in Section 3.
1.2 Non-exclusive. The relationship is non-exclusive. Nothing in this Agreement prevents you from promoting other products or services, including those of Rulrr’s competitors, and nothing prevents Rulrr from engaging other partners or marketing directly.
1.3 No authority to bind. You have no authority to make representations, warranties, commitments, or agreements on Rulrr’s behalf, to set or modify pricing, or to bind Rulrr in any way. You will not make any representations about the Services beyond those in Rulrr’s official materials.
2. Eligibility and Onboarding
2.1 Authorization. Participation requires Rulrr’s approval. Rulrr may approve, decline, suspend, or revoke Authorized Partner status at its discretion, subject to this Agreement.
2.2 Verification (KYC). Because the program allows cash payouts by bank transfer, you agree to complete identity and business verification (“KYC”) as required by us or our payment provider, and to provide accurate information, including valid bank/payout details. We may withhold payment until verification is complete.
3. Referral Commissions
3.1 Commission. You earn a one-time referral commission of US$200 for each Qualifying Acquisition. The commission is a one-time amount per acquisition and is not recurring.
3.2 Qualifying Acquisition. A “Qualifying Acquisition” occurs only when a business you referred both (i) subscribes to a paid plan and (ii) establishes and launches its first campaign. Mere registration or sign-up does not qualify. Rulrr determines, in good faith and using its records, whether and when a Qualifying Acquisition has occurred and which Partner is credited.
3.3 Provisional period and vesting. Each commission is provisional when it accrues and becomes payable (“cleared”) after a holding period of five (5) days, provided no clawback event has occurred.
3.4 Clawback. A commission may be withheld, reversed, deducted from your balance, or canceled if, before clearing or at any time afterward: (a) the referred business cancels during its free trial; (b) the referred business cancels, refunds, or charges back within the holding period; (c) the acquisition resulted from fraud, self-referral, incentivized or misleading promotion, or other abuse; or (d) the acquisition otherwise fails to meet the Qualifying Acquisition criteria. If a clawback occurs after payment, you agree to repay or offset the amount against future commissions.
INTERNAL — REMOVE BEFORE PUBLISHING: The 5-day holding period is shorter than the 30-day free trial; per the client’s decision, clawback also applies if the referred business cancels during the trial (Section 3.4(a)). Ensure the app’s commission ledger enforces both the 5-day clear and the trial-cancellation clawback. Delete this note before publishing.
3.5 Use of cleared commissions. For cleared commissions, you may choose to (i) withdraw the amount as cash by submitting an invoice through the Application, or (ii) apply the amount as credit toward your own campaigns within the Application. Credit applied to campaigns has no cash value once so applied.
3.6 Invoicing and payment. To withdraw cash, you submit an invoice through the Application for cleared commissions. Rulrr pays verified, undisputed invoices by bank transfer to your verified account. You are responsible for the accuracy of your invoices and payout/bank details. Rulrr may set reasonable minimums, verification steps, or timing for payouts.
3.7 No other compensation. Except for the commissions described here, you are not entitled to any fees, reimbursement, or other compensation.
4. Independent Contractor; Taxes
4.1 Independent contractor. You are an independent contractor. This Agreement does not create any employment, agency, partnership, joint venture, or fiduciary relationship. You control the manner and means of your referral activities, at your own expense.
4.2 Taxes. You are solely responsible for reporting and paying all taxes on amounts you receive. As a condition of payout, you will provide valid tax documentation before your first payment: U.S. partners must provide a Form W-9, and non-U.S. partners must provide a Form W-8BEN or W-8BEN-E (or applicable equivalent). Commissions are paid against your invoices. Rulrr may report payments to tax authorities as required by law (for example, Form 1099-NEC for eligible U.S. partners) and may withhold or deduct amounts where required by applicable law. You will keep your tax information current.
5. Partner Conduct and Anti-Fraud
5.1 Lawful, honest promotion. You will promote the Services lawfully, truthfully, and in line with Rulrr’s official materials. You will not make false or misleading claims, spam, use deceptive practices, or engage in unfair competition. You will comply with applicable advertising, marketing, anti-spam, and consumer-protection laws.
5.2 No self-referral or gaming. You will not refer yourself or accounts you control, create fake or duplicate sign-ups, or otherwise manipulate the program. Rulrr may withhold commissions and terminate partners who engage in such conduct.
5.3 No unauthorized incentives. You will not offer unauthorized rebates, cash-back, or inducements that misrepresent Rulrr’s pricing or terms.
6. Confidentiality
You may receive non-public information about Rulrr’s business, products, pricing, customers, and program (“Confidential Information”). You will use Confidential Information only to perform under this Agreement, will protect it with reasonable care, and will not disclose it to third parties. This obligation survives termination. It does not apply to information that is public through no fault of yours, independently developed, or lawfully obtained from another source.
7. Intellectual Property and Brand Use
7.1 Rulrr IP. Rulrr and its licensors own all rights in the Services and in Rulrr’s names, logos, and marks (the “Rulrr Marks”). This Agreement grants no ownership rights.
7.2 Limited brand license. During the term, Rulrr grants you a limited, non-exclusive, non-transferable, revocable license to use the Rulrr Marks solely to promote and refer the Services in accordance with Rulrr’s brand guidelines and any instructions we provide. You will not modify the Rulrr Marks, use them in a misleading way, register confusingly similar marks or domain names, or imply endorsement beyond the referral relationship. All goodwill from your use inures to Rulrr. You will cease use upon termination or on request.
8. Data Protection
In connection with referrals, you will comply with applicable data protection and privacy laws, including obtaining any consents required before sharing a prospective customer’s personal information with Rulrr, and you will not provide Rulrr with personal information you do not have the right to share. Rulrr’s handling of personal information is described in its Privacy Policy. Where you process any personal information on Rulrr’s behalf, you will do so only as instructed and in compliance with applicable law.
9. Term and Termination
9.1 Term. This Agreement begins when you accept it and continues until terminated.
9.2 Termination. Either party may terminate for convenience on written notice. Rulrr may suspend or terminate immediately for breach, suspected fraud, or conduct that may harm Rulrr or its customers.
9.3 Effect of termination. On termination, your right to promote the Services and use the Rulrr Marks ends immediately. Commissions that have cleared and are undisputed as of termination remain payable, subject to clawback. Provisional or unvested commissions, and commissions associated with fraud or breach, are forfeited. Sections that by their nature should survive (including Confidentiality, IP, Independent Contractor/Taxes, Limitation of Liability, Indemnification, and Governing Law) survive termination.
10. Disclaimers
THE PROGRAM AND THE SERVICES ARE PROVIDED “AS IS.” RULRR DISCLAIMS ALL WARRANTIES TO THE FULLEST EXTENT PERMITTED BY LAW. RULRR DOES NOT GUARANTEE ANY MINIMUM NUMBER OF ACQUISITIONS, COMMISSIONS, OR EARNINGS. THE PROGRAM, COMMISSION AMOUNTS, AND QUALIFYING CRITERIA MAY BE CHANGED OR DISCONTINUED AS PROVIDED IN SECTION 12.
11. Indemnification and Limitation of Liability
11.1 Indemnification. You will indemnify, defend, and hold harmless Rulrr and its affiliates, officers, employees, and agents from and against any claims, damages, and costs (including reasonable attorneys’ fees) arising out of your referral activities, your use of the Rulrr Marks, your breach of this Agreement, or your violation of law.
11.2 Limitation of liability. To the fullest extent permitted by law, Rulrr will not be liable for indirect, incidental, special, or consequential damages, or for lost profits. Rulrr’s total liability arising out of or related to this Agreement will not exceed US$100.00.
11.3 Exceptions. The limitations and cap in this Section do not apply to: (a) your indemnification obligations under Section 11.1; (b) your breach of Section 6 (Confidentiality) or Section 7 (Intellectual Property and Brand Use); (c) amounts you owe to Rulrr; or (d) any liability that cannot be excluded or limited under applicable law.
12. Changes to the Program or Agreement
Rulrr may modify the program, including commission amounts, qualifying criteria, holding periods, and this Agreement, by posting an updated version or notifying you. Changes apply prospectively. Your continued participation after changes take effect constitutes acceptance. Changes do not retroactively reduce commissions that have already cleared.
13. General
13.1 Governing law. This Agreement is governed by the laws of the State of Florida, excluding its conflict-of-laws rules, and the state and federal courts located in Florida will have exclusive jurisdiction.
13.2 Assignment. You may not assign this Agreement without Rulrr’s prior written consent. Rulrr may assign it.
13.3 Entire agreement. This Agreement, together with the Terms of Service and Privacy Policy, is the entire agreement between the parties regarding the program and supersedes prior agreements on that subject.
13.4 Severability; waiver. If any provision is unenforceable, the rest remains in effect. No waiver is effective unless in writing, and no waiver of one breach waives any other.
13.5 Notices. Notices to Rulrr may be sent to legal@rulrr.com. Rulrr, Inc., 2820 NE 214th Street, Miami, FL 33180, United States.