Gushwork Affiliate Program Terms

01  The agreement

These terms are between Regents Inc., doing business as Gushwork, of 16192 Coastal Hwy, Lewes, DE 19958, United States ("Gushwork", "we", "us") and you, the person or company applying to the Gushwork Affiliate Program ("you", "Affiliate"). By submitting an application, or by accepting a partner invitation on PartnerStack, you agree to be bound by them.

The program is administered through PartnerStack. Where these terms and the PartnerStack platform terms conflict on how the platform itself operates, the PartnerStack terms govern the platform; these terms govern your commercial relationship with us.
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02  Definitions

Referral

A company that reaches Gushwork through your Affiliate Link, or that you introduce to us in writing and we accept as attributed to you.
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Qualified Demo

A scheduled demonstration that a Referral attends, where the attendee has authority over the company's sales or marketing, and where the company meets the fit criteria published on the program page. We determine, acting reasonably and in good faith, whether a demo is qualified. Our determination is final.
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Customer

A Referral that signs a paid Gushwork agreement and pays its first invoice.
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Net Revenue

Amounts actually received by us from a Customer for Gushwork subscription services, excluding taxes, refunds, credits, chargebacks, discounts, third-party pass-through costs and any one-off implementation or professional-services fees.
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Commission Period

The twelve consecutive months beginning on the month a Customer's first invoice is paid.
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Conversion Window
The three months following a Qualified Demo, within which the Referral must become a Customer for recurring commission to attach.
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03  Eligibility and your account

1. You must be legally able to enter into a contract in your jurisdiction.
2. Acceptance is at our sole discretion, and we may decline an application without giving a reason.
3. Employees, contractors and officers of Regents Inc. or Gushwork, and members of their immediate households, may not participate. Commissions earned in breach of this are void.
4. One account per person or company. Operating multiple accounts to route referrals is grounds for termination and forfeiture.
5. You must keep your contact, payment and tax details accurate. We are not liable for payments delayed or lost because your details were wrong.
6. You may not assign or transfer your account without our written consent.
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04  What earns a commission

Two things earn a commission, and they are independent of each other.

1. Demo bonus. $50 for each Qualified Demo generated by a Referral, payable whether or not that Referral ever becomes a Customer. Payable once per company, not once per meeting: repeat or rescheduled demos with the same company earn a single bonus.
2. Recurring commission. 20% of Net Revenue received from that Customer during the Commission Period, provided the Referral becomes a Customer within the Conversion Window. A Referral that signs more than three months after its Qualified Demo earns no recurring commission, though the demo bonus already paid to you is unaffected.

Commission always follows what we actually receive. If a Customer increases its spend, your commission rises with it. If a Customer reduces its spend, your commission falls with it. In both cases it is 20% of the Net Revenue we receive that month, for the remainder of the Commission Period.
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Prepayment. Where a Customer pays in advance for several months or for a full year, the commission on that invoice is earned when we receive the payment, and is paid to you on the same cycle. A twelve-month prepayment therefore pays your full 20% of that year in a single commission, subject to the holding period in clause 6.
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Commission ends at the end of the Commission Period, or earlier if the Customer stops paying. It does not restart if that company later returns.
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05  Attribution and conflicts

Two windows apply, and both must be met for recurring commission.

1. Click to demo: Referrals are tracked by cookie for 90 days from the last click on your Affiliate Link, on a last-click basis.
2. Demo to close: the Referral must become a Customer within the three-month Conversion Window, per clause 4.
3. Where two affiliates have a claim, the most recent click within the window prevails.
4. A company already in our pipeline is not a Referral. If we have an open opportunity, an active trial, or a recorded contact with that company in the 90 days before your click, no commission is due. We will tell you when we reject a referral on this basis.
5. Existing Gushwork customers, and companies that have been customers in the previous 12 months, are excluded.
6. Our records of clicks, demos and revenue are the authoritative record.
   
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06  Payment

1. Commissions are calculated monthly and paid through PartnerStack, by the method you select there.
2. A commission is approved after a holding period of 30 days from the date we receive the underlying payment, to allow for refunds, chargebacks and cancellations.
3. Minimum payout is $100. Balances below it roll forward to the next month.
4. All amounts are in US dollars and are gross of any tax. You are responsible for your own taxes, and you must supply valid tax documentation before we can pay you.
5. Once PartnerStack releases a commission into your withdrawal balance it is yours, and we will not reverse it. Any adjustment or clawback under clause 7 can only be applied before that point, which is why the holding period exists.
6. If your account is inactive for 12 months with a balance below the minimum, we may close it and forfeit the balance, after emailing you at least 30 days beforehand.
   

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07  Adjustments, clawbacks and fraud

We may withhold, reverse before release, or cancel a commission where:

• the underlying payment is refunded, charged back, or never received;
• a prepaid invoice is refunded in whole or in part, in which case the commission is reduced in proportion to the amount refunded;
• the Referral was self-referred, referred in breach of clause 3.3, or attributed through a breach of clause 9;
• the demo was not genuine, including attendees briefed or compensated to attend;
• the Customer was already in our pipeline under clause 5; or
• you materially breach these terms.

Where we suspect fraud we may suspend payouts on your account while we investigate, and we will tell you that we have done so. If we confirm fraud we may terminate immediately and forfeit unpaid commissions.

You may dispute an adjustment within 5 days of us notifying you, by writing to partners@gushwork.ai. We will respond within 5 business days. An adjustment not disputed within that period is final.

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08  How you may promote us

1. You may promote Gushwork on websites, newsletters, social accounts, communities and in direct one-to-one outreach that you own or are lawfully entitled to use.
2. You may use the creative, copy and case studies we supply in the partner hub, unmodified, or write your own provided it is accurate.
3. You must disclose the commercial relationship wherever you promote us, clearly and close to the link, as required by the FTC endorsement guides and equivalent rules in your market.
4. You must not describe yourself as Gushwork, or as an employee, agent, reseller or authorised representative of Gushwork.
5. You may not make performance claims about Gushwork beyond those we publish.

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09  What you must not do

You must not:

• bid on "Gushwork", its misspellings, or any Gushwork trademark, alone or combined with terms such as "review", "pricing", "coupon" or "alternative", in any paid search or paid social auction;
• use a domain, subdomain, social handle or app name containing "Gushwork" or a confusing variant;
• send unsolicited bulk email, SMS or messages, or otherwise breach CAN-SPAM, GDPR, or any applicable marketing or privacy law;
• use cookie stuffing, forced clicks, iframes, adware, toolbars, browser extensions that rewrite affiliate cookies, or any method that sets attribution without a genuine, informed click;
• use bots, click farms, incentivised traffic, or paid attendees;
• refer yourself, a company you own or work for, a member of your household, or any entity under common control with you;
• resell, white-label, bundle or otherwise present Gushwork as your own service;
• operate coupon, deal, cashback or loyalty sites in connection with the program;
• promote us alongside adult, gambling, hateful, illegal or infringing content; or
• misrepresent pricing, results, or the nature of the Gushwork service.

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10  Trademarks and brand use

We grant you a limited, non-exclusive, revocable, non-transferable licence to use the Gushwork name and logos solely to promote us under these terms, and only in the form we supply. All goodwill accrues to us. The licence ends when your participation does, and you must remove our marks and your Affiliate Links within 10 days of termination.
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You grant us permission to name you as a partner and use your logo on our website and partner materials. Tell us in writing if you would rather we did not.
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11  Confidentiality and data

Commission rates, pipeline information, customer identities and anything else we mark or you would reasonably understand to be confidential must not be disclosed, and must not be used except to perform under these terms.
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Where you handle personal data in connection with the program, you act as an independent controller and are responsible for your own lawful basis, notices and consents. You must not scrape, export or resell Gushwork customer data, and you must not use our customer list to promote anything else.
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12  Independent contractor

You are an independent contractor. Nothing here creates employment, partnership, joint venture, franchise or agency. You have no authority to bind us, to quote prices, to negotiate, or to make commitments on our behalf, and you must not hold yourself out as able to do so. You are responsible for your own costs, insurance and taxes.
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13  Term and termination

1. Either of us may end your participation at any time, for any reason, on written notice.
2. If we end it for any reason other than your breach or fraud, we will pay commissions already earned, and commissions on Customers already attributed to you continue for the remainder of their Commission Period.
3. If we end it for breach or fraud, unpaid commissions are forfeited.
4. If you end it, commissions on existing Customers continue for the remainder of their Commission Period.
5. Clauses 7, 10, 11, 12, 15 and 16 survive termination.

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14  Changes to these terms

We may change these terms, including commission rates, at any time and without prior notice. Changes take effect when we publish them and apply to Referrals generated from that point onward.
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What we will not do is change the deal on business you have already brought us. Commissions already earned are never reduced, and a Customer already attributed to you keeps the commission rate that was in force when they signed, for the remainder of their Commission Period. If you do not accept a change, your remedy is to leave the program.

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15  Disclaimers and liability

The program is provided as-is. We do not guarantee any level of earnings, traffic, conversion, uptime or tracking accuracy, and any figures on the program page, including the earnings calculator, are illustrative and not a promise.
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To the fullest extent permitted by law, neither party is liable for indirect, incidental, special or consequential loss, or lost profits. Our total liability under these terms is capped at the total commissions paid to you in the 12 months before the claim arose.
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You will indemnify us against claims arising from your promotion of Gushwork, your breach of these terms, or your breach of any law.
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16  Governing law

1. Governing law. These terms are governed by the laws of the State of Delaware, USA, without regard to its conflict-of-laws rules.
2. Informal resolution first. Before commencing arbitration, the parties will attempt in good faith to resolve any dispute, controversy or claim arising out of or relating to these terms, including their breach, termination or validity (a "Dispute"). You must send written notice of the Dispute to partners@gushwork.ai, describing the Dispute and the relief sought. If the Dispute is not resolved within [30] days of that notice, either party may commence arbitration. An adjustment disputed under clause 7 and not resolved between the parties becomes a Dispute for the purposes of this clause.
3. Binding arbitration. Any Dispute not resolved under 16.2 will be finally settled by arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules. The arbitration will be conducted by one arbitrator, seated in Delaware, and conducted in English. The arbitrator's award is final and binding on both parties, and judgment on the award may be entered in any court of competent jurisdiction.
4. Costs. Each party bears its own costs in relation to any arbitration proceedings.
5. Individual basis only. Disputes will be arbitrated on an individual basis. Neither party may bring a Dispute as a class, collective, consolidated or representative proceeding, and the arbitrator has no authority to consolidate the claims of more than one person or to preside over any form of representative proceeding.
6. Carve-out for equitable relief. Nothing in this clause prevents either party from seeking injunctive or equitable relief from a court of competent jurisdiction in respect of intellectual property rights, confidentiality obligations, or unauthorised use of its property or marks. To the extent any Dispute properly proceeds in court under this sub-clause, both parties waive any right to trial by jury.
7. Severability. If any provision of these terms is held unenforceable, the remainder stands. If sub-clause 16.5 is held unenforceable, the balance of this clause 16 remains in effect.

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17 General

1. Notices. Notices to you are sent to the email address on your PartnerStack account, and it is your responsibility to keep it current. Notices to us are sent to partners@gushwork.ai. A notice is deemed given on the day it is sent, or on the next business day if sent outside business hours.
2. Entire agreement. These terms, together with the program page and the PartnerStack platform terms, form the entire agreement between the parties on this subject and supersede any prior discussion, proposal or representation.
3. Waiver. A failure or delay in enforcing a right is not a waiver of that right, and no single or partial exercise of a right prevents its further exercise.
4. Cumulative rights. The rights and remedies in these terms are cumulative and in addition to any available at law or in equity.
5. Assignment. You may not assign or transfer these terms without our written consent. We may assign them to an affiliate, or in connection with a merger, acquisition or sale of substantially all of our assets.
6. Interpretation. Headings are for convenience only and do not affect interpretation. "Including" means "including without limitation".

Questions: partners@gushwork.ai.