Referral Partner Agreement

This Referral Partner Agreement (the "Agreement") is between UP UGC Planner LLC ("UGC Planner", "we", "us", or "our") and the person or entity enrolling in the UGC Planner Partner Program ("Partner" or "you"). By selecting acceptance and enrolling, you agree to this version, the Terms of Service, and the Privacy Policy.

1. Eligibility and enrollment

You must be at least 18, have capacity to enter this Agreement, provide accurate enrollment and payout information, and comply with law and the rules of every platform where you promote UGC Planner. If enrolling for a company, you represent that you can bind it. Enrollment is non-exclusive and subject to approval, availability, risk review, and any countries or platforms we currently support.

We may refuse, pause or close an application for a genuine compliance, sanctions, fraud, security, reputational or operational reason. We will not discriminate unlawfully.

2. How a referral is attributed

1. You receive a stable Partner Link in your dashboard.
2. An eligible visitor opens that link and receives a short-lived invitation code. A browser reload returns the same live code; automated previews and GET requests do not mint codes.
3. The visitor creates a new UGC Planner account and expressly submits that invitation code in the app before it expires.
4. Our systems validate the invitation, account age, subscription history, store environment, and limited anti-abuse evidence.
5. A referral becomes qualified only after a verified qualifying paid transaction and completion of the applicable review and hold rules.

A click, page view, app installation, account creation, free trial, failed payment or code issuance alone does not earn commission. The code is a bearer value and may be entered on a different client from the browser that received it; eligibility always belongs to the claimant and subscription, never to possession of the string alone.

3. Qualified and excluded referrals

A Qualified Referral must be a distinct, genuine new customer who:

• used a valid Partner invitation through the supported product flow;
• was not already a subscriber or previously proved subscriber under our records;
• made a verified payment for an eligible UGC Planner subscription;
• was not you, acting for you, or created or controlled to manufacture credit;
• was not generated through bots, scripts, click farms, cookie stuffing, misleading redirects, duplicate accounts, recycled store accounts, or other manipulation;
• remains valid after refunds, chargebacks, reversals and fraud review.

We may group accounts that reliable store, subscription or device evidence shows belong to one customer. A legitimate device resale may be reviewed under our promotion rules, but it does not create a right to unlimited repeat benefits. We do not disclose private fraud signals or another customer's identity to a Partner.

4. Offer for the invited customer

For the launch program, an eligible new subscriber may receive a 14-day free trial followed by 25% off the first paid subscription period only. The first paid period may be monthly or annual. After that period, renewals are charged at the then-current standard price unless the customer cancels. The App Store or Google Play purchase screen displays the controlling price, currency, duration, eligibility and renewal terms.

The invitee offer may differ in a future program version or market. You may describe only the offer currently shown in your dashboard and the customer's purchase screen. Never promise a lifetime discount, cash value, guaranteed trial, or combination with another offer.

5. Commission rate

Your rate for a transaction is determined by the number of Active Referrals at the time the transaction qualifies. An Active Referral is a valid referred customer with a paid, qualifying subscription who remains inside that customer's 12-month commission window. Trial-only, refunded, charged-back, invalidated and expired-window customers do not count. The threshold-crossing customer counts before the rate for that qualifying transaction is selected. If the active count later rises or falls, the new tier applies prospectively; past ledger entries are not repriced merely because the tier changed.

Tier product rewards are one-time extensions of UGC Planner Pro access. Reaching Gold (36 Active Referrals) adds 3 calendar months; reaching Platinum (101 Active Referrals) adds 12 calendar months. Each extension is granted once per Partner, is appended to any then-current UGC Planner Pro access (or begins when earned if no Pro period remains), has no cash value, cannot be transferred, and is not removed solely because the active count later falls. Reaching Platinum does not itself pay a cash bonus.

6. Commission basis: what the percentage applies to

Commission is calculated from Commissionable Proceeds for the exact verified transaction—not from the advertised list price. Commissionable Proceeds are the platform-specific proceeds credited or expected to be credited to UGC Planner after the applicable customer discount, marketplace commission, indirect taxes and transaction adjustments, using the approved price point and provenance recorded by the program ledger. If the required price point or reliable basis is missing or conflicting, the earning remains on hold instead of silently substituting the retail price.

• First paid period using the referral offer: the basis is the verified proceeds for that discounted offer price.
• Later renewal without the offer: the basis is the verified proceeds for the standard renewal price.
• Free trial: there is no payment and therefore no commission.
• Refund, partial refund, chargeback or store adjustment: the basis and commission are reduced or reversed accordingly.

7. Commission window, holds and adjustments

A Qualified Referral can generate eligible subscription commissions for 12 calendar months beginning with the first qualifying paid transaction. Each earning is normally held for at least 30 days and remains pending while required store evidence, price provenance, fraud review, terms acceptance or payout information is incomplete.

We may reverse or withhold the affected amount for a refund, partial refund, chargeback, duplicate payment, store correction, invalid attribution, policy breach or fraud. If an affected amount has already been paid, the reversal may create a negative available balance that is offset against future earnings or, where lawful and reasonable, recovered from you. Historical ledger entries remain visible rather than being silently erased.

8. Lifetime bonuses

Crossing 100 Active Referrals opens Platinum but does not itself pay a cash bonus. While the Partner remains Platinum, a $50 USD lifetime bonus is earned at 125 Qualified Referrals and for each additional block of 25 Qualified Referrals after that. A customer counts only after qualification and remains subject to later reversal if the underlying referral is invalidated. Bonuses are not duplicated when a customer renews or recreates an account, and an already-earned valid bonus is not removed solely because the active count later falls.

9. Payouts, tax and records

The launch payout threshold is $25 USD or the displayed equivalent. Bronze balances that meet the threshold are included in the monthly payout run. Silver, Gold and Platinum Partners may request an on-demand payout, which we aim to send the same day. Every payout still requires a complete, approved payout profile, acceptance of the current Agreement, and completion of any fraud, sanctions, tax or identity checks that law or the payment provider requires. Available methods, currencies, timing, provider fees and withholding are shown during payout setup and may depend on location.

You are responsible for your taxes, filings and classification. You must provide a valid Form W-9, W-8 series form, taxpayer identifier or comparable documentation when legally required. We may withhold tax and report payments to authorities as required. Keep your own records and notify us promptly of a dashboard discrepancy.

10. Required advertising disclosure

Your financial relationship with UGC Planner is material and must be disclosed clearly and conspicuously wherever you endorse or link to us. The disclosure must be close to the endorsement or link, easy to notice and understand, in the same language as the endorsement, and made in the content itself when a platform caption or description can be hidden.

11. Promotion rules

You may use approved UGC Planner assets and describe your honest experience. You may not:

• make false, unsubstantiated or misleading claims about features, income, results, prices, discounts or availability;
• send unlawful or unsolicited bulk messages, use purchased lists, or violate platform community and advertising rules;
• use bots, scripts, forced clicks, invisible frames, cookie stuffing, fake traffic, pop-ups that set attribution, or misleading redirects;
• self-refer, coordinate reciprocal or controlled accounts, buy your own subscription through your link, or compensate someone merely to create a fake qualification;
• publish, sell or aggregate invite codes on coupon/code sites, or promote an unapproved incentive;
• bid on “UGC Planner” or confusingly similar terms, use our marks in a domain, app name, account name or search advertisement, or impersonate an official account;
• alter our marks, use them after permission ends, or imply sponsorship, employment, exclusivity or authority to bind us.

We grant you a limited, revocable, non-transferable license to use approved marks solely to participate in the Program. All goodwill belongs to UGC Planner. On request or termination, stop using the marks and remove obsolete offer claims promptly.

12. Monitoring and cooperation

We may review public promotions and program traffic, request a copy or placement URL, and investigate unusual issuance, conversion, device, subscription, refund or payout patterns. You must reasonably cooperate and keep records supporting your disclosures and campaigns. We may place affected earnings on hold while an investigation is open. We will use proportionate measures and will not reveal another user's private information.

13. Independent contractor

You are an independent contractor, not our employee, agent, franchisee, joint venturer or legal representative. You choose how and when to promote within this Agreement, bear your own costs and taxes, receive no benefits, and have no authority to make commitments or collect money on our behalf.

14. Privacy and confidentiality

The dashboard uses aggregate counts and masked hints. You receive no right to identify a referred customer or access their email, payment, device, subscription or fraud evidence. Do not attempt to re-identify anyone. Handle any non-public program, security or commercial information reasonably and use it only for participation. Our data practices are described in the Privacy Policy.

15. Changes, suspension and termination

Either side may end participation. We may suspend immediately for suspected fraud, security risk, unlawful promotion or material breach, and otherwise provide reasonable notice where practicable. Termination stops new attribution and use of program assets. Valid pre-termination earnings remain eligible under their accepted program version and ordinary hold/adjustment rules; termination does not legitimize fraudulent or ineligible earnings.

We may publish a new program version for future activity. Material changes will not silently rewrite a completed ledger entry. You may be required to expressly accept the new version before new referrals accrue or payout resumes. If you do not accept, you may stop participating and existing valid amounts remain governed by the applicable earlier version.

16. No earnings guarantee; warranties and liability

We do not guarantee traffic, conversions, continued program availability, any minimum earnings, or a particular store price or exchange rate. To the maximum extent permitted by law, the Program is provided “as is.” The warranty disclaimers and liability limits in the Terms of Service apply to this Agreement. Nothing excludes liability that cannot lawfully be excluded.

17. Indemnity

To the extent permitted by law, you will defend and indemnify UGC Planner from third-party claims and reasonable costs arising from your unlawful promotion, missing endorsement disclosure, material breach, or infringement of another person's rights, except to the extent caused by us. Non-waivable protections remain unaffected.

18. Disputes and general terms

The governing-law, informal-resolution and dispute provisions of the Terms of Service are incorporated here. Before a formal claim, email us and allow 30 days for a good-faith response. If part of this Agreement is unenforceable, it will be limited to the minimum necessary and the remainder stays effective. You may not assign participation without our written consent. Our failure to enforce once is not a waiver.

19. Contact

Program, payout, disclosure or dispute questions: support@ugcplanner.app. UP UGC Planner LLC, 1500 Chestnut Street, Suite 2 PMB 1081, Philadelphia, PA 19102, United States.