Affiliate Program Agreement.

Definitions. In this Agreement, the following capitalised terms have the meanings set out below. A capitalised term not defined here has the meaning given in the Terms of Service.

Interpretation. Headings are for convenience only. "Including" means including without limitation. "Sole discretion" means a decision Bynn may make for any reason or no reason, which it need not explain and which is final.

A beta. The Program is a beta offered at Bynn's sole discretion. It may contain errors, its tracking and reporting may be incomplete, and Bynn has no obligation to offer it, to continue it, or to keep any of its terms, features or rates. Bynn may modify, suspend or discontinue the Program, or any part of it, in whole or for any Partner, at any time, for any reason or no reason, with or without notice, and without liability to you.

No promise of earnings. Bynn does not promise that you will earn any amount, that any referral will qualify, or that any customer will use the Service. Your participation creates no expectation of income and no exclusivity of any kind.

The Terms of Service. Your Account and your own use of the Service remain governed by the Terms of Service, the Acceptable Use Policy and the Privacy Policy. This Agreement governs the Program only. If they conflict on a matter of the Program, this Agreement prevails.

Who may join. To join, you must have an Account in good standing, be at least eighteen (18) years old and of the age of majority where you live, be able to receive payments through Stripe Connect in a country Stripe supports, and not be a person with whom Bynn may not deal under sanctions or export laws. A person may hold only one Partner enrollment.

Bynn's discretion. Bynn may refuse, delay or revoke any enrollment at its sole discretion. Joining is personal to you: you may not transfer your enrollment, your Referral Link, your Referral Code or any Commission to anyone.

Accuracy. You shall give Bynn and Stripe accurate, complete and current information, and keep it so. Bynn may suspend your participation while it verifies any information.

How a referral is attributed. A Referred Workspace is attributed to you when (a) a person opens your Referral Link and, within forty-five (45) days and in the same browser, creates a new Account and its first workspace; or (b) a new workspace that has never paid enters your Referral Code at Stripe Checkout on its first top-up. The Referral Link is remembered by a first-party cookie for forty-five (45) days (the Cookies Policy describes it), and the first referral link a browser opens is the one that counts for that period.

Your code. Bynn issues a random Referral Code when you join. You may replace it with a code of your choosing that Bynn accepts, at most three (3) times in any thirty (30) days. When you replace a code, the previous Referral Link and Referral Code stop working at once and are never issued again. Bynn may refuse any code, and may replace or withdraw a code that is misleading, infringing or confusingly similar to a name or mark of Bynn or another person.

First attribution wins; no reassignment. A workspace and an Account can each be attributed only once, to the first Partner Bynn records. Existing Accounts, invited members of existing workspaces and workspaces that have already paid are never attributed. Bynn does not reassign a referral between Partners.

Bynn's records are conclusive. Whether, when and to whom a referral is attributed, whether it qualifies, and every amount under this Agreement are determined by Bynn's records, which are final and binding absent manifest error. Bynn is not responsible for a referral that is not recorded because a browser blocks or deletes cookies, a person uses another device or browser, a link is altered, a code is not entered, or for any other reason.

The Eligibility Threshold. You become eligible to receive Commission when the number of your Qualified Referrals reaches the Eligibility Threshold while you are in good standing and the Program is open. Once reached, eligibility continues until your participation is suspended or ends. Bynn may change the Eligibility Threshold for the future, and may lower it for you alone.

Rejection and review. Bynn may hold any referral for review, and may reject, reverse or decline to count any referral at its sole discretion, including a referral that Bynn believes is your own, that of a person or business connected with you, that shares a payment method, network, device or identity signal with you, that was obtained in breach of Section 11, or that is refunded, disputed or charged back. Bynn need not tell you which check applied.

How Commission is calculated. For each Referred Workspace, Bynn credits you Commission equal to the Commission Rate multiplied by its Eligible Paid Usage during its Commission Window, calculated by Bynn periodically. Usage that the Referral Discount, promotional credit or any amount not paid in cash funded does not earn Commission.

Changes to the rate. Bynn may change the Commission Rate for the future at any time, and may set a higher rate for you alone, up to fifty percent (50%). A change never alters Commission already credited.

Commission before the Eligibility Threshold. Commission credited before you reach the Eligibility Threshold, or while your participation is suspended, is locked. Locked Commission is not earned, is not payable and creates no debt of Bynn to you. It becomes subject to Section 8 only if and when you reach the Eligibility Threshold while in good standing and while the Program is open. If you do not reach it, for any reason, including the end of the Program or of your participation, locked Commission lapses and is never paid.

No other compensation. Commission is your only compensation under this Agreement. You bear all of your own costs. No Commission is credited on your own Account or workspaces, on any workspace in which you are a member, or on any transaction Bynn reverses.

A Hold Period of at least ninety days. Every Commission is held for at least ninety (90) days after it accrues, to protect Bynn against refunds, chargebacks, disputes and fraud. No Commission is payable, and no payment of it is due, before its Hold Period ends. Bynn may lengthen the Hold Period, for you or for every Partner, at its sole discretion, but will not shorten it below ninety (90) days. Because of the Hold Period, your first payment can come no sooner than about four months after Commission starts.

When and how Bynn pays. After its Hold Period, Commission becomes available. Bynn pays your available Commission monthly, on or about the first day of each month, by transfer to your Payout Account, in United States dollars, if at least fifty United States dollars (USD 50) is available and you are eligible and in good standing; a smaller amount carries over to the next month. Bynn may pay earlier or in another way at its sole discretion. No interest accrues on any amount.

Your Payout Account. You must create and keep a Payout Account in good standing to be paid. Stripe operates it under its own agreement with you, including the Stripe Connected Account Agreement; Stripe, not Bynn, verifies your identity and holds and transfers the funds once Bynn sends them. Bynn is not responsible for Stripe's acts or omissions, for a payout Stripe delays, restricts or refuses, or for fees, currency conversion or charges your bank or Stripe applies on your side. While you have no Payout Account in good standing, Bynn holds available Commission and is not in default.

Set-off, reversal and recovery. Bynn may reverse any Commission, before or after payment, that relates to an amount refunded, disputed, charged back or not received, to a referral rejected under Section 6.2, or to any error. Bynn may set off any reversed, overpaid or other amount you owe Bynn against any amount payable to you under this Agreement or otherwise, carry a negative balance forward against future Commission, and require you to repay any overpayment within thirty (30) days of request. Bynn may withhold any payment while it investigates suspected breach, fraud or abuse.

Taxes. You are solely responsible for every tax, duty and contribution on amounts paid to you, and for reporting them. You shall provide the tax information Bynn or Stripe asks for (such as Form W-9 or W-8BEN), and Bynn may withhold or deduct any amount the law requires it to. Bynn is not your employer and makes no social security, benefit or similar contribution for you.

Honest and lawful promotion. You shall promote DecisionNode honestly, in your own name, and in compliance with every applicable law, regulation and platform rule, including those on advertising, endorsements and testimonials (such as the United States Federal Trade Commission's Endorsement Guides), consumer protection, electronic marketing and spam, privacy and cookies, and anti-bribery.

Disclosure. Wherever you share your Referral Link or Referral Code, you shall clearly and conspicuously disclose that you may earn a commission from Bynn, in a way the audience will notice before it acts.

Accuracy. You shall describe DecisionNode, its prices, its features and the Referral Discount only as Bynn publishes them, and shall not state or imply that you are Bynn, that you speak for Bynn, or that Bynn endorses you or anything you offer.

Self-referral and fake accounts.

1. (a)(a) referring yourself, an Account or workspace you own, control or use, or a person or business connected with you, including members of your household, your employer or your own companies;
2. (b)(b) creating, or causing or paying anyone to create, Accounts, workspaces, sign-ups, top-ups or usage that are fake, duplicated, automated, incentivised (other than by the Referral Discount) or not genuine;
3. (c)(c) sharing a payment method, identity, device or network with a Referred Workspace in order to qualify it, or splitting Commission with any referred person;

Tracking abuse.

1. (a)(a) setting, forcing or stuffing the referral cookie without a person's deliberate click on your Referral Link, including through hidden frames, pop-ups, pop-unders, redirects, browser extensions, adware or automated scripts;
2. (b)(b) altering, spoofing or interfering with the Referral Link, the referral cookie, Bynn's tracking or reporting, or any other Partner's referrals;
3. (c)(c) publishing the Referral Code on coupon, deal, voucher or cashback sites, or anywhere designed to capture customers who would have come to DecisionNode anyway, without Bynn's prior written consent;

Brand and channel abuse.

1. (a)(a) bidding on DecisionNode, Bynn or any of their marks, or confusingly similar terms or misspellings, in paid search, social or other advertising, or using them in ad copy or display addresses;
2. (b)(b) typosquatting, or registering or using a name, domain or handle that contains or resembles DecisionNode or Bynn;
3. (c)(c) sending unsolicited messages, spam, or messages to purchased or scraped lists, or promoting through any channel that breaks its own rules;

Misleading or unlawful content.

1. (a)(a) making false, misleading or unsubstantiated claims about DecisionNode, its models, prices, performance or the Referral Discount, or about Bynn's competitors;
2. (b)(b) promoting on or alongside content that is unlawful, infringing, defamatory, deceptive, hateful, sexually explicit, violent, or directed at children;
3. (c)(c) any conduct that Bynn, at its sole discretion, considers to harm, or to risk harming, Bynn, DecisionNode, its customers or its reputation.

Referred customers' data. Bynn does not disclose to you the identity, contact details, usage or payment details of any referred person or workspace. The Program Page shows your referrals in aggregate and anonymous form only. You shall not attempt to identify a referred person through the Program.

Your data. Bynn processes the personal data of your participation (your Account, your referral activity, the clicks on your Referral Link, your Payout Account's identifier and country, and your payments) as the Privacy Policy describes. Stripe processes the data you give it for your Payout Account as its own privacy policy describes.

Confidentiality. Non-public information about the Program, its rates and your balances is Bynn's confidential information. You shall not disclose it, except your own Referral Link, Referral Code and the offer under Section 5.

By Bynn, at any time. Bynn may suspend or terminate your participation in the Program, or this Agreement, at any time, for any reason or for no reason, with or without notice, effective immediately, at its sole discretion and without liability to you. Without limiting that right, Bynn will terminate your participation when it believes, at its sole discretion, that you have committed fraud or abuse or breached Section 11.

Ending the Program. Bynn may close the Program at any time, for any reason or no reason. Closing the Program ends every Partner's participation, and Section 14 applies to every Unpaid Balance.

By you. You may end your participation at any time by notice to Bynn at the address in Section 22. Section 14 applies as if Bynn had terminated it.

During a suspension. While your participation is suspended, your Referral Link and Referral Code do not attribute referrals, new Commission is locked, and Bynn withholds every payment.

Effect of termination. When your participation ends, for any reason, your Referral Link and Referral Code stop working, no further referral is attributed to you and no further Commission accrues, your licence under Section 10 ends and you shall stop promoting DecisionNode as a Partner and remove your Referral Link and Referral Code wherever you published them. You may not join the Program again without Bynn's written consent. Section 4.4, Section 7.3, Section 8.4, Section 8.5, Section 12 and Section 14 to Section 21 survive.

On any termination. When your participation ends, or the Program closes, for any reason, Bynn may at its sole discretion, and to the maximum extent permitted by Applicable Law, withhold and forfeit all or any part of your Unpaid Balance, whether locked, within its Hold Period or available, and you shall have no right or claim to any amount so forfeited. Bynn decides, at its sole discretion, whether to pay any part of it, and any amount Bynn elects to pay is paid only after its Hold Period ends and otherwise in accordance with Section 8.

On fraud, abuse or breach. If your participation ends because of fraud, abuse or a breach of this Agreement, your entire Unpaid Balance is forfeited, and Bynn may also recover from you, by set-off or demand, any Commission previously paid on referrals or activity affected by the fraud, abuse or breach, together with Bynn's reasonable costs of investigation and recovery.

Locked Commission. Locked Commission is never payable after your participation ends or the Program closes.

Governing law. This Agreement and any dispute arising out of or in connection with it are governed by the laws of the State of Delaware, United States, without regard to its conflict of laws rules.

Binding arbitration and class action waiver. Any dispute or claim arising out of or in connection with this Agreement or the Program shall be finally resolved by binding arbitration administered by JAMS under its Comprehensive Arbitration Rules and Procedures, before a single arbitrator, seated in San Francisco, California, United States, in the English language, and the Federal Arbitration Act governs this Section 20.2. You may bring a claim only in your individual capacity, never as a plaintiff or class member in any class, collective, consolidated or representative proceeding, and you waive any right to a jury trial. Either party may bring an individual claim in a small claims court of competent jurisdiction instead, and Bynn may seek injunctive relief in the state and federal courts located in the State of Delaware, United States to protect its marks, confidential information or systems.

Mandatory local rights. Where the law of the place you live gives you rights that cannot be waived by contract, nothing in this Agreement removes them, and each provision applies only to the extent that law allows.

Entire agreement. This Agreement, the Program Page and the documents it refers to are the entire agreement between you and Bynn about the Program, and supersede every prior statement about it. No statement by any person varies it unless Bynn agrees in writing.

Assignment. You may not assign or transfer this Agreement or any right or obligation under it. Bynn may assign or transfer it without your consent, including to an Affiliate or in connection with a merger, acquisition or sale of all or part of its business.

Notices. Bynn may give you notice by email to the address of your Account or in the Console. You give Bynn notice by email to legal@bynn.com.

Severability and waiver. If a provision is held invalid or unenforceable, it is enforced to the maximum extent permitted and the rest of this Agreement remains in effect. No waiver is effective unless in writing, and a failure or delay in exercising a right is not a waiver of it.

Electronic acceptance. You accept this Agreement electronically, which has the same effect as a signature. It is written in English, which prevails over any translation.