QUICK SUMMARY — THE DEAL IN PLAIN ENGLISH

Thank you for taking the time to review our Substation Partner Program Terms & Conditions (the “Agreement”). This summary of the Agreement is intended to provide you with a high-level overview of the Partner Program. This summary does not form part of the Agreement and is being provided for Your convenience only and in the event this summary conflicts with the terms of the Agreement, the Agreement controls. We hope this will be useful and will help facilitate the start of a long and productive partnership together.

Term	What it means
How the program works	Substation may approve you to participate in the Partner Program and make individual Offers available to you through the Partner Portal.
Partner categories	Substation may approve partners as Agency Partners, Creator Partners, or other partner categories described in an Offer.
Offers control economics	Commission rates, commission periods, payout conditions, attribution windows, promotional credits, and other economic terms are set out in the specific Offer available in your account — not hardcoded in this Agreement.
Agency Partners	Agency Partners generally refer advertisers and manage those advertisers’ Substation media spend. Unless an Offer says otherwise, Agency Partner Commission is available only while the Agency Partner actively manages the applicable account.
Creator Partners	Creator Partners generally promote Substation through content, audience, network, or other creator-led promotional activity. The applicable Offer controls the Commission rate, period, and attribution rules.
Referrals	We want to pay you to refer customers to us! If you make a qualified referral, we will pay you a commission. Referrals are tracked through approved Links issued through the Partner Portal or affiliate platform.
Disclosure	You must disclose the relationship per FTC rules and applicable law — every time, every post or promotion.
Your status	You are an independent partner/contractor, not a Substation employee. You handle your own taxes.
How you agree	By checking the box, accepting an Offer, using a Link, or participating in the Partner Program, you are electronically agreeing to this Agreement and the applicable Offer.

SUBSTATION PARTNER PROGRAM TERMS & CONDITIONS

These Substation Partner Program Terms & Conditions govern Your participation in the Substation Partner Program and form a binding legal agreement (this “Agreement”) between you as an individual or, if you are applying or participating in the Partner Program on behalf of another individual, organization, or entity (“Entity”), that Entity (in either case, “You” or “Your”) and Substation, a division of Postie, Inc. (“Substation”).

BY CLICKING A BOX INDICATING ACCEPTANCE OF THIS AGREEMENT, ACCEPTING AN OFFER, USING A LINK, OR PARTICIPATING IN THE PARTNER PROGRAM, YOU AGREE TO BE BOUND BY THIS AGREEMENT, EITHER ON YOUR OWN BEHALF OR ON BEHALF OF AN ENTITY YOU ARE AUTHORIZED TO BIND. YOU REPRESENT THAT YOU ARE AT LEAST EIGHTEEN (18) YEARS OLD AND HAVE THE LEGAL AUTHORITY TO ENTER INTO THIS AGREEMENT ON YOUR OWN BEHALF, OR IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE AUTHORITY TO BIND THAT ENTITY TO THIS AGREEMENT. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE TO THIS AGREEMENT, THEN YOU MAY NOT PARTICIPATE IN THE PARTNER PROGRAM AND SHOULD NOT CLICK A BOX INDICATING YOU ACCEPT THIS AGREEMENT.

SECTION 15 OF THIS AGREEMENT CONTAINS PROVISIONS THAT GOVERN HOW DISPUTES BETWEEN YOU AND SUBSTATION ARE RESOLVED. IN PARTICULAR, THE ARBITRATION AGREEMENT IN SECTION 15.3 WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN YOU AND SUBSTATION TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. PLEASE SEE SECTION 15 FOR MORE INFORMATION REGARDING THIS ARBITRATION AGREEMENT.

This Agreement exclusively governs Your participation in the Partner Program. This Agreement is separate from the Substation Master Terms, available at substation.com/msa.html (collectively, the “Substation Master Terms”) which govern all access to and use of Substation’s Offerings, including Your use of Media Credits earned under this Agreement on the Substation Offerings. In the event of a conflict, this Agreement will control with respect to Partner Program participation and the Substation Master Terms will control with respect to access to and use of the Substation Offerings.

1. Definitions. Capitalized terms used in this Agreement are defined in this Section 1 or in the context in which they are used. All other terms used in this Agreement will have their plain English meaning as commonly interpreted in the United States.
   1. "Agency Partner" means a Partner accepted by Substation to refer advertisers to Substation and to actively manage those advertisers' Substation media spend on an ongoing basis, or as otherwise described in an applicable Offer.
   2. "Commission" means any revenue share, referral fee, commission, bonus, or other payment described in an Offer.
   3. "Commissionable Media Spend" means amounts actually paid to, received by, and retained by Substation for media spend by a Qualified Referral through the Substation Offerings, excluding taxes, refunds, credits, chargebacks, rebates, discounts, promotional credits, Media Credits, fraudulent transactions, disputed amounts, amounts not actually collected, and any other amounts excluded by the applicable Offer.
   4. "Content" means any data, information, advertising or marketing content, social media posts, videos, images, text, copy, logos, audio, photographs, illustrations, graphics, creative, testimonials, endorsements, reviews, or other content or media.
   5. "Creator Partner" means a Partner accepted by Substation to promote Substation through content, audience, network, or other creator-led promotional activity and refer advertisers to Substation through Links, or as otherwise described in an applicable Offer.
   6. "Link" means a unique tracked hyperlink, code, landing page, coupon code, QR code, pixel, or other tracking tool approved by Substation and assigned to You for use in connection with an Offer or the Partner Program.
   7. "Media Credits" means promotional advertising credits granted by Substation for use only within a Substation advertising account.
   8. "Offer" means a commercial opportunity, campaign, commission arrangement, promotional credit opportunity, revenue-share opportunity, referral opportunity, or other partner opportunity made available by Substation through the Partner Portal or otherwise in writing. An Offer may specify the applicable partner category, Commission rate, Commission base, attribution window, Commission period, payout conditions, eligibility requirements, required activities, promotional credit terms, and other economic or commercial terms.
   9. "Partner Program" means the Substation affiliate, referral, creator, agency, influencer, and partner program described in this Agreement and applicable Offers.
   10. "Partner Portal" means the web portal or third-party affiliate, referral, or partner-management platform through which Substation administers the Partner Program, makes Offers available, provides Links, and tracks referrals, Commissions, and related activity.
   11. "Qualified Referral" means an advertiser or customer that satisfies the requirements of Section 5.2 and the applicable Offer.
   12. "Substation Channels" means any websites, social media accounts, newsletters, email lists, applications, podcasts, communities, blogs, sales materials, digital ads, connected television house ads, or other platforms owned or controlled by Substation.
   13. "Substation Content" means any Content, Substation names, logos, trademarks, service marks, trade names, brand features, or other assets made available by or on behalf of Substation for use in connection with the Partner Program.
   14. "Substation Offerings" means, collectively, the platform, websites, services, data, integrations, and other offerings made available by Substation.
   15. "Your Channels" means any websites, social media accounts, newsletters, email lists, applications, podcasts, communities, blogs, or other platforms or Content that You own, operate or control in connection with the Partner Program.
   16. "Your Content" means any Content You create, publish, tag, submit, provide, upload, display, or otherwise make available in connection with the Partner Program.
2. Term. This Agreement is entered into as of the earlier of the date You first click a box indicating acceptance of this Agreement or participate in the Partner Program and will continue until terminated as set forth herein.
3. Modifications. Substation reserves the right, at any time, to modify the Partner Program, Partner Portal, Offers, Links, Substation Content, Substation Offerings, and this Agreement, including by posting the modifications in the Partner Portal or otherwise providing notice to You. Any modifications will be effective upon posting to the Partner Portal or delivery of such other notice. You may terminate this Agreement or Your participation in the Partner Program at any time if You do not agree to any modification. However, You will be deemed to have agreed to any and all modifications through continued participation in the Partner Program following such notice. Modifications to an Offer will apply as stated in the applicable Offer or notice and, unless otherwise stated, will apply prospectively only.
4. Partner Program; Application; Offers; Links and Tracking.
   1. Partner Program. To join the Partner Program, You must complete and submit an application through the Partner Portal and be accepted by Substation into the Partner Program. Substation may require separate applications, approvals, or eligibility criteria for Agency Partners, Creator Partners, or other partner categories. Acceptance into the Partner Program does not authorize You to participate in any particular Offer, receive Commissions, receive Media Credits or other benefits, resell or sublicense Substation Offerings, or make commitments on behalf of Substation unless expressly authorized by Substation in writing.
   2. Partner Portal Access. If You are accepted into the Partner Program, You may create an account on the Partner Portal where You can manage Your participation in the Partner Program, review Offers made available to You, obtain Links, and track referrals, Commissions, and related activity. Except to the extent Substation is at fault, You are responsible for all activities that occur under Your account. Substation may use the information You submit to the Partner Portal to send You information about Substation, the Partner Program, Offers, and other items that might be of interest to You. You may be required to take additional steps to secure and maintain access to the Partner Portal, including verifying Your identity and providing tax and payment information. Substation does not give or make any warranty of any kind concerning, does not bear responsibility for performance of, and will not be liable for damages arising from the failure of, any third-party software or services even if such software or service is necessary to participate in the Partner Program.
   3. Partner Categories. The Partner Program may include different partner categories, including Agency Partners, Creator Partners, and other categories described in an Offer. Unless Substation approves otherwise in writing, You may participate only in the partner category for which Substation has approved You or for which an Offer is made available to You. Substation may determine, modify, or reclassify Your partner category based on Your application, Your activities, the nature of Your relationship with referred advertisers, applicable Offers, and Substation's Partner Program requirements.
   4. Offers.
      1. This Agreement provides the legal terms governing Your participation in the Partner Program. Substation may make Offers available to You through the Partner Portal or otherwise in writing. Each Offer may have separate eligibility requirements, Commission rates, Commission bases, attribution windows, Commission periods, payment conditions, promotional credit terms, required activities, and other economic or commercial terms. You are eligible to receive Commission or other benefits only if You accept the applicable Offer and satisfy this Agreement, the Offer, and all applicable Partner Program requirements.
      2. You accept an Offer by clicking to accept it, selecting it, using the Link associated with the Offer, promoting Substation under the Offer, or otherwise participating in the Offer after it is made available to You. You are responsible for reviewing the Partner Portal for current Offers, Offer requirements, Commission opportunities, and Partner Program updates.
      3. If there is a conflict between this Agreement and an Offer, the applicable Offer controls with respect to the specific economic and commercial terms of that Offer and this Agreement controls with respect to all other terms, unless the Offer expressly states otherwise.
   5. Links and Tracking. Substation may provide You with Links. Substation will use commercially reasonable efforts to track referrals through the Partner Portal, but Substation is not responsible for tracking failures caused by third-party platforms, disabled cookies, browser settings, ad blockers, incorrect Link use, improper implementation, user deletion of tracking technology, duplicate or conflicting attribution, or other circumstances outside Substation's reasonable control. Substation's records and the records of the Partner Portal will control for purposes of determining Offer acceptance, attribution, partner category, Qualified Referrals, Commissionable Media Spend, Commission eligibility, payment timing, and other Partner Program metrics, absent manifest error.
5. Revenue Share; Qualified Referrals.
   1. Offers Control Economic Terms. Substation may pay You Commission only as set forth in an Offer. Each Offer may specify the applicable partner category, Commission rate, Commission base, attribution window, Commission period, payout schedule, payout threshold, eligibility requirements, required activities, and other economic or commercial terms. Nothing in this Agreement guarantees that any Offer will be made available to You or that You will earn any Commission or other benefit.
   2. Qualified Referrals. Subject to the terms of this Agreement and the applicable Offer, Substation will pay You the Commission set forth in the applicable Offer for each Qualified Referral You provide Substation. A "Qualified Referral" means an advertiser or customer that: (a) originates from a lawful and bona fide click on, or use of, an approved Link assigned to You; (b) creates a new Substation account within the applicable attribution window; (c) is accepted by Substation as a valid referred account; (d) generates Commissionable Media Spend or other commissionable activity specified in the applicable Offer; and (e) is not excluded under this Agreement or the applicable Offer. Substation may determine whether a referral is a Qualified Referral in its reasonable discretion.
   3. Agency Partner Commission.
      1. If You are accepted as an Agency Partner, You may be eligible to receive Commission for Qualified Referrals in accordance with the applicable Offer. Unless the applicable Offer states otherwise, Agency Partner Commission is available only for periods during which You actively manage the applicable Qualified Referral's Substation media spend, as determined by Substation.
      2. You are considered to be actively managing a Qualified Referral's Substation media spend only during the period in which You have ongoing responsibility for managing, directing, administering, optimizing, or reporting on the Qualified Referral's media spend through the Substation Offerings, as determined by Substation in its reasonable discretion. Indicators of active management may include being identified as the Qualified Referral's designated agency, manager of record, authorized account manager, or authorized platform user.
      3. Agency Partner Commission applies only to Qualified Referrals originally attributed to Your Link unless Substation approves otherwise in writing or the applicable Offer states otherwise. If You begin managing a Substation customer that was already an existing customer, already in Substation's sales process, or previously attributed to another Partner, that customer will not become a Qualified Referral solely because You later manage its media spend. Unless Substation approves otherwise in writing, only one Agency Partner may earn Commission with respect to a Qualified Referral for any particular period.
   4. Creator Partner Commission. If You are accepted as a Creator Partner, You may be eligible to receive Commission for Qualified Referrals in accordance with the applicable Offer. The applicable Offer will specify the Commission rate, Commission base, Commission period, attribution requirements, payout conditions, and other economic terms applicable to the Offer.
   5. Commission Exclusions. Substation will not owe Commissions for referrals, signups, spend, or transactions: (a) that did not originate from Your assigned Link or code; (b) that occur outside the applicable attribution window or outside the term of this Agreement or the applicable Offer; (c) involving unassigned coupon codes, unauthorized discounts, self-referrals, fraudulent activity, bot traffic, lead farms, cookie stuffing, forced clicks, typosquatting, unauthorized paid search, or other improper means; (d) that violate this Agreement, the applicable Offer, the Substation Master Terms, or applicable law; (e) for customers or prospects already in Substation's pipeline, customer base, CRM, active sales process, or existing account list, unless Substation approves the referral in writing; (f) for amounts not actually received and retained by Substation; (g) for taxes, refunds, credits, chargebacks, rebates, discounts, makegoods, promotional credits, Media Credits, platform fees, third-party fees, or other amounts excluded by the applicable Offer; or (h) if the advertiser objects to or prohibits the payment of Commission.
   6. Payment. Substation will pay earned Commissions through the Partner Portal or such other payment method approved by Substation, in accordance with the applicable Offer. To receive payment, You must maintain an active Partner Portal account, provide a valid payment method, submit all required tax documentation, and satisfy all other payment requirements established by Substation or the Partner Portal. Substation may withhold payment while it investigates suspected fraud, breach, chargebacks, refunds, attribution disputes, tracking issues, advertiser disputes, or other eligibility concerns.
   7. Forfeiture. If Your Partner Portal account setup, payment method, tax documentation, or other required payment information remains incomplete for six (6) months after Commission is first earned, the unpaid Commission may be forfeited. Once Your setup is complete, You may resume earning Commission going forward, but forfeited amounts will not be reinstated unless Substation approves otherwise in writing.
   8. Taxes. You are solely responsible for all taxes, duties, and similar charges arising from amounts paid or value provided to You. Substation will not withhold any taxes or make any tax payments on Your behalf except as required by applicable law.
   9. Chargebacks; Offset. Substation may charge back, debit, offset, recoup, claw back, or recover any Commissions paid or credited to You with respect to referrals, signups, spend, or transactions that were not procured in accordance with this Agreement, the applicable Offer, or applicable law, or that were paid in error. If You have already received payment for such amounts, You will promptly reimburse Substation upon request. Substation may deduct such amounts from future Commissions or other amounts payable to You.
   10. Fraud; Gaming; Abuse. Substation may reject, reverse, withhold, claw back, or offset any Commission, deactivate Links, suspend access to the Partner Portal, or terminate Your participation in the Partner Program if Substation determines that any referral, signup, click, lead, account, spend, or activity was generated through fraud, self-referral, bot traffic, lead farms, cookie stuffing, forced clicks, fake accounts, unauthorized paid search, misleading claims, platform manipulation, or other improper, abusive, or deceptive means.
   11. No Earnings Guarantee. Substation does not make any representation, warranty, covenant, or guarantee regarding the amount You can expect to earn in connection with the Partner Program, any Offer, or any Qualified Referral, and Substation will not be liable for any actions You take based on such expectations. You are not guaranteed any referrals, customers, media spend, Commission, or other economic benefit.
   12. Promotional Credits and Other Incentives. Substation may, in its discretion, offer promotional credits, Media Credits, trial credits, bonuses, or other incentives to selected Partners or prospective customers on a case-by-case basis. Any such credits or incentives will be governed by the applicable Offer, campaign terms, credit terms, or other written terms provided by Substation. Unless expressly stated in the applicable Offer or written terms, promotional credits and Media Credits: (a) have no cash value; (b) are not redeemable for cash; (c) are not transferable; (d) may be used only for eligible Substation advertising activity; (e) do not count as Commissionable Media Spend; and (f) do not create any right to Commission or additional compensation.
6. Promotion; Content; Advertising Disclosure; Conduct.
   1. Promotion. During the term of this Agreement, You may promote the Substation Offerings in accordance with this Agreement and the applicable Offer, including by placing approved Links and Substation Content on Your Channels. You will conduct all activities under the Partner Program in a professional, lawful, truthful, and non-misleading manner and in a manner that protects Substation's goodwill and reputation.
   2. License to Substation Content. Solely to facilitate Your promotion of the Substation Offerings during the term of this Agreement, Substation grants You a limited, revocable, non-transferable, non-sublicensable, non-exclusive license to use the Links and Substation Content that Substation makes available to You or approves in writing, solely in accordance with this Agreement, the applicable Offer, and any brand guidelines provided by Substation. All goodwill arising from use of the Links and Substation Content will inure solely to Substation. You will not register, attempt to register, challenge, misuse, or take any action inconsistent with Substation's ownership of the Substation Content.
   3. Your Content. You retain ownership of Your Content, subject to the license granted in this Agreement. You grant Substation a non-exclusive, worldwide, royalty-free, fully paid-up license to use, reproduce, display, repost, share, and distribute Your Content solely in connection with identifying You as a Partner, administering the Partner Program, and organically promoting Substation and the Partner Program through Substation Channels. Substation may use Your Content in paid advertising, whitelisting, Spark Ads, Partnership Ads, branded content ads, or similar paid media only if authorized in the applicable Offer or otherwise approved by You in writing. Substation retains ownership of all Substation intellectual property, including but not limited to the Substation Offerings, Substation Channels, Substation Content, and Links. All rights not expressly granted are reserved.
   4. Content Standards. You are solely responsible for Your Content and Your promotional activities. You represent, warrant, and covenant that: (a) You own or have all rights, licenses, permissions, consents, and releases necessary for Your Channels, Your Content, and Your grant of rights under this Agreement, including rights relating to music, footage, images, third-party materials, and persons appearing in Your Content; (b) Your Channels, Your Content, and participation in the Partner Program will not infringe, misappropriate, or violate any third-party rights or applicable law; (c) Your Content will be truthful, accurate, and not misleading; (d) You will not make unsupported claims about Substation or the Substation Offerings; (e) You will not make unauthorized representations, warranties, guarantees, or commitments on behalf of Substation; and (f) Your performance does not, and will not cause Substation to, violate applicable law.
   5. Advertising Disclosure. For any content You publish, post, share, distribute, or otherwise make available in connection with the Partner Program, You will ensure that such content complies with: (a) all written guidelines, content requirements, and disclosure instructions provided by Substation; (b) all applicable laws and regulations, including the FTC's guidelines for social media influencers available at https://www.ftc.gov/system/files/documents/plain-language/1001a-influencer-guide-508_1.pdf; and (c) the rules and/or terms of service of the applicable social media platforms or other Channels through which such content is published.
   6. Prohibited Conduct. You will not: (a) engage in deceptive, misleading, fraudulent, unlawful, or unethical marketing practices; (b) use spam, unsolicited commercial email, unauthorized text messages, robocalls, or other unlawful outreach; (c) use typosquatting, domain spoofing, fake accounts, bots, forced clicks, cookie stuffing, lead farms, or similar practices; (d) misrepresent Your relationship with Substation; (e) imply that You are employed by, endorsed by, or authorized to bind Substation beyond Your approved Partner status; (f) make false or unsupported claims about Substation, expected results, performance, earnings, media outcomes, or customer benefits; (g) target minors or other restricted audiences in violation of applicable law or platform rules; (h) use Substation Content, Links, or the Substation Offerings in a manner that harms or is reasonably likely to harm Substation, its customers, its reputation, or its goodwill; or (i) otherwise violate this Agreement, the applicable Offer, applicable law, or platform rules.
   7. Modifications; Review. You may not materially modify, redirect, cloak, or alter any Link or Substation Content without Substation's prior written approval. Minor formatting or typographical modifications made solely to optimize presentation on Your Channels are permitted if they do not alter meaning, required disclosures, tracking, or legal notices. Substation has the right, but not the obligation, to review Your Channels, Links, Substation Content, Your Content, and promotional activities for compliance. If Substation requests changes, correction, or removal, You will promptly comply.
7. Data; Privacy.
   1. Substation Data. As between the parties, Substation owns all customer, advertiser, account, transaction, campaign, usage, referral, click, conversion, tracking, and performance data generated through the Substation Offerings, Substation Channels, Partner Portal, Offers, Links, or Substation systems ("Substation Data"). You will not monitor, track, record, scrape, or collect information regarding a user's interaction with Substation Offerings, Substation Channels, Partner Portal, Offers, Links, or Substation systems after the user clicks a Link or otherwise leaves Your Channels, except as expressly authorized by Substation in writing and permitted by applicable law. To the extent You operate any website, application, email list, newsletter, community, or other Channel that collects or processes personal information in connection with the Partner Program, You will maintain and comply with all legally required privacy notices and will process personal information only in compliance with applicable law, applicable platform rules, and this Agreement.
   2. No Ownership of Customers. Qualified Referrals, referred advertisers, and all users, advertisers, and customers of the Substation Offerings are customers of Substation, not of You, with respect to the Substation Offerings. Nothing in this Agreement restricts Substation from marketing, selling, contracting with, or otherwise communicating directly with any referred or prospective customer.
8. Representations, Warranties, and Covenants.
   1. Mutual. Each party represents and warrants that it has full power and authority to enter into this Agreement and that this Agreement is a legal and valid obligation binding upon such party and enforceable in accordance with its terms.
   2. By You. You represent, warrant, and covenant that: (a) You own or have all rights, licenses, permissions, consents, and releases necessary for Your Channels, Your Content, and Your grant of rights under this Agreement or any applicable Offer, including rights relating to music, footage, images, third-party materials, and persons appearing in Your Content; (b) Your Channels, Your Content, and participation in the Partner Program or any Offer will not infringe, misappropriate, or violate any third-party rights or applicable law; (c) You will not make unauthorized representations, warranties, guarantees, or commitments on behalf of Substation; (d) You will not imply any affiliation, endorsement, employment, agency, partnership, or joint venture beyond Your status as an independent referral, affiliate, or creator partner; (e) You are not party to any agreement or obligation that would prevent Your participation in the Partner Program or the rights granted to Substation; and (f) Your performance does not, and will not cause Substation to, violate applicable law.
   3. Agency. If You are an Agency Partner, advertising agency, marketing agency, consultant, or other service provider participating in the Partner Program or using the Substation Offerings on behalf of one or more advertiser clients, You represent and warrant that You have all authority, permissions, and consents necessary to act on behalf of each such advertiser client, to refer such advertiser client to Substation, to provide information regarding such advertiser client to Substation, to manage the applicable media spend if You claim Commission as an Agency Partner, and, if applicable, to bind such advertiser client to the Substation Master Terms or cause such advertiser client to accept the Substation Master Terms directly.
9. Confidentiality. For purposes of this Agreement, "Confidential Information" means the Partner Portal, Offers, non-public Offer terms, non-public commission rates, partner category information, Media Credit amounts, Links, promotional credit amounts, Substation Content, Substation Data, information relating to the Substation Offerings, and any other non-public information disclosed or made available by or on behalf of Substation in connection with the Partner Program and the applicable Offer, regardless of the form thereof, including all copies and extracts thereof. You will not use or disclose Confidential Information except as necessary to participate in the Partner Program in accordance with this Agreement and the applicable Offer, or as otherwise approved by Substation in writing. Confidential Information does not include information that is publicly available without breach of this Agreement, independently developed without use of Confidential Information, or lawfully received from a third party without confidentiality obligations. The foregoing restrictions are not intended to prohibit You from disclosing Confidential Information to the extent required by applicable law; provided, however, that You shall, to the extent legally permitted, provide Substation with notice of such requirement and reasonably assist Substation in seeking a protective order or other relief.
10. Independent Contractor; Taxes. You participate in the Partner Program as an independent contractor and not as an employee, agent, partner, franchisee, fiduciary, or joint venturer of Substation. You have no authority to bind Substation. The parties may refer to their relationship under this Agreement as an "alliance" or "joint business relationship". The parties shall not, during the term of this Agreement, use the terms "joint venturer", "co-venturer", "partner", "marketing partner", "partnership" or other similar terms to describe their relationship under this Agreement. Any use of such terms is inadvertent and not intended by the parties either to: (i) describe in any manner the relationship of the parties under this Agreement; or (ii) expressly or impliedly to create a legal partnership or joint venture, or any responsibility by one party for the actions of the other party. You are solely responsible for Your expenses, equipment, personnel, benefits, insurance, and taxes. Taxes are addressed in Section 5 above.
11. Term; Termination; Suspension.
    1. Term. This Agreement begins when You first accept it or participate in the Partner Program and continues until terminated.
    2. Termination. Either party may terminate this Agreement or Your participation in the Partner Program at any time, for any reason, upon notice, including email or in-platform notice. Substation may suspend or terminate Your participation immediately if Substation believes You have breached this Agreement, violated applicable law, engaged in fraud or misuse, harmed Substation's reputation, created legal or compliance risk, or otherwise failed to satisfy Program requirements.
    3. Effect of Termination. Upon termination: (a) all licenses granted to You will immediately terminate; (b) You will cease marketing and promotion of the Substation Offerings and all use of Links and Substation Content; (c) unused promotional credits or Media Credits may be forfeited; (d) Substation may deactivate Links and suspend or terminate access to the Partner Portal; (e) any right to Commission will cease except to the extent expressly provided in the applicable Offer and subject to this Agreement; (f) Agency Partner Commission, if any, will stop when You cease actively managing the applicable Qualified Referral's Substation media spend unless the applicable Offer states otherwise; and (g) Substation may continue to exercise any chargeback, offset, clawback, audit, investigation, or other rights under this Agreement. Termination or expiration of this Agreement will not affect any rights or obligations that accrued before termination or that by their nature should survive termination, including payment obligations subject to this Agreement and the applicable Offer, confidentiality, ownership, data, indemnification, disclaimers, limitations of liability, dispute resolution, and general provisions.
12. Indemnification. You will indemnify, defend, and hold harmless Substation and its affiliates, and each of their respective officers, directors, employees, contractors, representatives, customers, licensors, and service providers, from and against any third-party claims, actions, demands, damages, liabilities, losses, settlements, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to: (a) Your Channels, Your Content, or other Content You provide or publish; (b) Your breach or alleged breach of this Agreement, the Program Terms, or the Substation Master Terms; (c) Your violation or alleged violation of applicable law, platform terms, or third-party rights; (d) Your marketing, advertising, promotion, endorsement, or communications; (e) Your fraud, negligence, willful misconduct, or misuse of the Partner Program; or (f) taxes, employment, benefits, classification, or similar obligations relating to You or Your personnel. Substation will provide reasonable notice and cooperation, and may participate in the defense at its own expense. You may not settle any claim in a manner that imposes liability or obligations on Substation or admits fault by Substation without Substation's prior written consent.
13. Disclaimers. THE PROGRAM, PROGRAM PLATFORM, PARTNER PORTAL, OFFERS, LINKS, SUBSTATION CONTENT, MEDIA CREDITS, COMMISSIONS, SUBSTATION OFFERINGS, AND ALL RELATED MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE." EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SUBSTATION DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. SUBSTATION DOES NOT WARRANT THAT THE PARTNER PROGRAM, PARTNER PORTAL, LINKS, OFFERS, TRACKING, ATTRIBUTION, OR SUBSTATION OFFERINGS WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM FRAUD OR THIRD-PARTY INTERFERENCE.
14. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOSS OF GOODWILL, LOSS OF DATA, OR COSTS OF PROCUREMENT OF SUBSTITUTE SERVICES, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SUBSTATION'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) THE COMMISSIONS PAID OR PAYABLE BY SUBSTATION TO YOU UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENTS GIVING RISE TO LIABILITY, OR (B) ONE HUNDRED DOLLARS ($100). THE LIMITATIONS IN THIS SECTION WILL NOT LIMIT YOUR PAYMENT, REIMBURSEMENT, OR INDEMNIFICATION OBLIGATIONS; YOUR BREACH OF CONFIDENTIALITY; YOUR VIOLATION OF SUBSTATION'S INTELLECTUAL PROPERTY RIGHTS; OR YOUR FRAUD, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR VIOLATION OF LAW.
15. Dispute Resolution; Governing Law.
    1. Governing Law. This Agreement is governed by the laws of the State of California, without regard to conflict-of-law rules.
    2. Venue. Subject to Section 15.3 if included, each party will bring any action or proceeding arising from or relating to this Agreement exclusively in the state or federal courts located in Los Angeles, California and each party irrevocably submits to personal jurisdiction and venue in those courts.
    3. Arbitration; Class Waiver. Except for claims for injunctive or equitable relief or claims that may be brought in small claims court, any dispute arising out of or relating to this Agreement will be resolved by binding individual arbitration administered by JAMS under its Streamlined Arbitration Rules. The arbitration will be conducted by a single neutral arbitrator in the venue selected above, in English. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL OR TO PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL ACTION. The arbitrator may award any relief available in court on an individual basis, but may not conduct class or representative proceedings.
    4. Statute of Limitations. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the Partner Program or this Agreement must be filed within one (1) year after such claim or cause of action arises or it will be forever barred.
16. Notices. Substation may provide notices to You by email, in-platform notice, posting in the Partner Portal, or other contact information associated with Your account. Notices to Substation must be sent by postal mail to 3616 Far West Blvd., Ste 117-103, Austin, TX 78731, attention "Legal Department," with a copy to legal@substation.com. Notices are effective upon delivery, posting, or transmission, except that notices of legal claims are effective upon receipt.
17. General. This Agreement, together with any applicable Offers and the applicable Substation Master Terms, is the entire agreement between the parties regarding the Partner Program and supersedes prior or contemporaneous understandings regarding the Partner Program. Except for updates made by Substation as permitted in this Agreement, this Agreement may be amended only by a writing signed by Substation. Failure to enforce a provision is not a waiver. If any provision is unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in effect. You may not assign this Agreement without Substation's prior written consent; any attempted assignment without consent is void. Substation may assign this Agreement in connection with a merger, acquisition, reorganization, sale of assets, or by operation of law. The words "include," "includes," and "including" mean "including without limitation."

Last Updated: October 4, 2026