CLIENTOMIC LLC
Partner Program Terms
Referral and Affiliate Program
Effective date: October 5, 2026
$40 for each Referred Customer’s first six Qualifying Payments received during the Commission Period, up to $240 per Referred Customer.
These Partner Program Terms (the “Terms”) form a binding agreement between Clientomic LLC, a California limited liability company (“Clientomic,” “we,” “us,” or “our”), and the business entity or sole proprietor that applies to and is accepted into the Clientomic Partner Program (the “Program”) (“Partner,” “you,” or “your”). You participate in the Program in a business or professional capacity, and not primarily for personal, family, or household purposes.
To participate, you must affirmatively accept these Terms using the acceptance method designated by Clientomic. By accepting, you agree to all of these Terms, including the binding individual arbitration, class-action waiver, and jury-trial waiver in Section 15. If you accept on behalf of an organization, you represent and warrant that you have authority to bind that organization.
IMPORTANT: IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCEPT THEM OR PARTICIPATE IN THE PROGRAM. A LINK TO THESE TERMS IN A WEBSITE FOOTER, BY ITSELF, DOES NOT ACTIVATE A PARTNER ACCOUNT OR CREATE ACCEPTANCE.
1.1 Referral program only. The Program is a referral and affiliate arrangement. Partner may identify and introduce prospective customers to Clientomic. Clientomic is solely responsible for qualifying prospects, selling, contracting, setting prices, billing, onboarding, delivering, and supporting Clientomic services under the Clientomic brand.
1.2 No white label or resale. Partner may not resell, rebrand, bundle, sublicense, fulfill, or deliver Clientomic services as Partner’s own unless Clientomic agrees in a separate signed writing. A Referred Customer contracts directly with Clientomic and becomes Clientomic’s customer for Clientomic services. Nothing in these Terms prevents Partner from separately providing its own services to that customer.
1.3 Clientomic-controlled sales process. Partner’s role is limited to permitted promotion, introductions, and directing prospects to the intake, booking, qualification, or sales process designated by Clientomic. Partner must not bypass any call, qualification step, or other process required by Clientomic. Only Clientomic may accept or reject a prospect, approve service scope and availability, quote final pricing, issue or authorize payment instructions, and make commitments regarding Clientomic services. Partner may not close a sale, collect funds for Clientomic, or provide an unauthorized checkout or payment link on Clientomic’s behalf.
1.4 Independent businesses. The parties are independent contractors. These Terms do not create employment, agency, franchise, joint venture, fiduciary, exclusive, or legal partnership relationships. Partner has no authority to bind Clientomic. Partner controls its own lawful business operations, schedule, hours, location, tools, personnel, and expenses; may promote or provide services for other businesses; and is responsible for its own licenses, insurance, registrations, and taxes. Nothing in these Terms overrides any nonwaivable right under applicable law.
1.5 No activity obligation or earnings guarantee. Partner is not required to make any minimum number of referrals, work any minimum hours, or achieve any sales target. Clientomic does not guarantee that Partner will be accepted, remain in the Program, generate referrals, or earn any minimum amount.
2.1 Eligibility. Partner must be a duly organized business entity or a sole proprietor operating in a business or professional capacity, must be able to enter a binding contract, and must have its principal place of business in the United States. Clientomic may approve another jurisdiction in writing before activation if participation and payouts are lawful and supported by Clientomic’s service and payout providers. An individual accepting for a sole proprietorship must be at least 18 years old. Partner and any owner or controlling person involved in the Program must not be subject to sanctions or other legal restrictions that prohibit Clientomic from doing business with that person or entity. Clientomic may approve or reject an application based on Program fit, legal or compliance risk, reputation, operational capacity, or other legitimate business considerations.
2.2 Accurate information. Partner must provide complete and accurate identity, business, contact, tax, and payout information, keep it current, protect account credentials, and promptly notify Clientomic of suspected unauthorized access. Clientomic may delay activation or an affected payout until required verification or documentation is complete.
2.3 One account and no transfer. Unless Clientomic approves otherwise in writing, each person or business may maintain only one Partner account. Partner may not sell, assign, transfer, lend, or share its Partner account or credentials. Partner may distribute its unique referral link (the “Referral Link”) only as permitted by these Terms.
2.4 Affirmative acceptance before activation. Clientomic will not activate a Partner account or Referral Link until Partner has affirmatively accepted these Terms by either (a) selecting a required, unchecked box clearly stating agreement to these Terms, or (b) providing another explicit electronic confirmation that Clientomic designates and records, such as replying to an acceptance email with a clear statement of agreement. The Terms link and acceptance statement must be reasonably conspicuous and presented before the acceptance action.
2.5 Acceptance record and copy. Clientomic will create and retain an electronic record identifying the accepting person and Partner, the email address or account used, the date and time, the acceptance action, and the version of the Terms accepted. Clientomic will provide or make available a durable electronic copy or link to that version. Partner must keep its own copy. A passive, preselected, footer-only, or implicit notice without a required affirmative action does not satisfy Section 2.4.
3.1 Program Platform. “Program Platform” means Rewardful or a replacement referral-management platform designated by Clientomic. The Program Platform supports tracking and administration, but these Terms govern the parties’ legal rights and obligations.
3.2 Referred Customer. A “Referred Customer” means one legal entity, or one individual sole proprietorship, that is validly attributed to Partner under this Section. All trade names, DBAs, locations, accounts, subscriptions, and purchases of the same legal entity or sole proprietorship are treated as one Referred Customer. A separately incorporated or otherwise separately formed legal entity under common ownership may be treated as a separate Referred Customer only if Clientomic approves that treatment in writing before its first purchase.
3.3 Eligible New Customer. An “Eligible New Customer” is a prospective customer that, when referred, (a) is not a current paying Clientomic customer; (b) has not had a paid Clientomic subscription during the preceding 12 months; (c) is not an Active Sales Opportunity; (d) has not already been validly attributed to another partner; and (e) is not Partner or a business owned or controlled by Partner, unless Clientomic approves the self-referral in writing before purchase.
3.4 Active Sales Opportunity. An “Active Sales Opportunity” is a prospect for which, during the 90 days before the referral, Clientomic has a documented two-way sales interaction, a booked or completed sales or qualification call, a request for or delivery of a proposal, quote, authorized checkout, or invoice, or active onboarding activity. A name or contact merely stored, imported, enriched, or placed in a database, CRM, Apollo, Smartlead, mailing list, or outbound sequence, without a response or other two-way engagement, is not an Active Sales Opportunity.
3.5 Qualified Referral. A “Qualified Referral” is an Eligible New Customer that (a) reaches Clientomic through Partner’s Referral Link and is recorded by the Program Platform, or is accepted as a Manual Referral under Section 3.7; (b) completes Clientomic’s required intake, qualification, and sales process; and (c) purchases an Eligible Subscription directly from Clientomic. Clientomic may reject a prospect as a customer in good faith and has no obligation to disclose confidential sales or risk information to Partner.
3.6 First-touch attribution and 60-day window. Clientomic uses first-touch attribution. A qualifying click on Partner’s Referral Link remains eligible for 60 calendar days from the initial recorded click. If the prospect clicks more than one partner link during that period, the first valid qualifying click controls. Once a Qualified Referral converts, the Referred Customer remains attributed to that Partner for the Commission Period, subject to these Terms. The Program Platform’s records control unless Clientomic confirms a clear technical or administrative error.
3.7 Manual Referrals. To request manual attribution, Partner must send the introduction before the prospect purchases to support@clientomic.com or another written channel expressly designated by Clientomic. The submission must identify the prospect’s legal business name, website or Google Business Profile, a contact person and lawful contact information, and enough context to verify the introduction. A Manual Referral is accepted only when Clientomic sends written confirmation, before purchase, expressly identifying the prospect and Partner and stating that the referral has been accepted. An accepted Manual Referral remains eligible for 60 calendar days after Clientomic’s written acceptance. Silence, an automated receipt, or a general acknowledgment is not acceptance.
3.8 Tracking errors and attribution disputes. Partner must notify Clientomic of an alleged missing or incorrect attribution within 30 calendar days after Partner knew or reasonably should have known of the issue and provide reasonable evidence of the introduction and timing. Clientomic will not reject a claim solely because more than 30 days have elapsed after the customer’s purchase if Partner could not reasonably have known of the purchase or missing attribution. Except where delay resulted from Clientomic’s failure to provide a required statement or from concealment, no attribution claim may be submitted more than 120 days after the customer’s first payment. If multiple partners claim the same customer, the first valid referral under this Section controls. Clientomic will review documented disputes reasonably and in good faith.
3.9 No retroactive claims. A contact, recommendation, or introduction made outside the Program does not create a right to commission unless it was timely tracked or accepted in writing under this Section.
4.1 Eligible Subscription. An “Eligible Subscription” is a month-to-month Clientomic subscription identified as eligible in the written Program offer or campaign terms presented to and affirmatively accepted by Partner before the applicable referral. If the accepted offer or campaign terms do not identify specific eligible monthly plans, any month-to-month subscription for Clientomic services purchased directly from Clientomic through Clientomic’s required sales process is eligible. Annual plans, prepaid plans, one-time services, setup fees, pass-through charges, taxes, and any product or service outside this definition do not generate commissions.
4.2 Net Subscription Payment. A “Net Subscription Payment” is the amount actually received and retained by Clientomic for an Eligible Subscription after discounts, coupons, credits, account-balance offsets, refunds, reversals, disputes, and chargebacks, excluding taxes, setup fees, one-time charges, and third-party pass-through charges. For an amount charged or received in a currency other than U.S. dollars, its U.S.-dollar equivalent is the converted or settlement amount reported by Stripe or Clientomic’s applicable payment provider for that transaction when Clientomic receives the payment. If the provider reports neither, Clientomic will use a commercially reasonable publicly available spot rate for the date of receipt and apply that source consistently. Payment-provider or currency-conversion fees charged to Clientomic do not reduce the Net Subscription Payment.
4.3 Qualifying Payment. A “Qualifying Payment” is a successful and fully settled monthly Net Subscription Payment of at least USD $100 received from a Referred Customer during the Commission Period. A payment does not qualify if it fails, remains unpaid, is fraudulent, uses unauthorized funds, is subject to a dispute or chargeback, or is later reduced below USD $100. A prorated or discounted monthly payment qualifies only if its Net Subscription Payment is at least USD $100. An annual or prepaid payment does not qualify even if its amount could be allocated across months.
4.4 Commission Period. The “Commission Period” is the 12-month period beginning on the date Clientomic receives the Referred Customer’s first Qualifying Payment. Qualifying Payments need not be consecutive, but no payment received after the Commission Period ends will generate a commission.
4.5 Commission rate and cap. Partner is eligible for a fixed USD $40 commission for each of a Referred Customer’s first six Qualifying Payments received during the Commission Period, for a maximum of USD $240 per Referred Customer. No more than one Qualifying Payment may count for the same Referred Customer for a single monthly subscription billing cycle. If more than one otherwise eligible payment is received for that customer for the same billing cycle, only the first such payment counts. A commission accrues when Clientomic receives the related Qualifying Payment and becomes an Approved Commission only under Section 5.1. If the customer cancels or does not make six Qualifying Payments during the Commission Period, no commission is earned for unpaid or nonqualifying future months.
4.6 Locations subscriptions and plan changes. Additional locations, accounts, subscriptions, products, purchases, or billing profiles of the same Referred Customer do not create a separate commission stream, restart the six-payment count, extend the Commission Period, or increase the USD $240 cap. A monthly upgrade, downgrade, plan change, credit, or proration is evaluated using the resulting Net Subscription Payment and does not restart attribution or the payment count.
4.7 Refunds credits and reversals. Because the commission is fixed, a partial refund or credit does not reduce a USD $40 commission proportionally. If the adjusted Net Subscription Payment remains at least USD $100 and otherwise qualifies, the full USD $40 commission remains eligible. If the adjusted amount falls below USD $100 or the payment otherwise ceases to qualify, the entire commission tied to that specific payment is disqualified. Clientomic may cancel an unpaid commission or offset a paid overpayment against future payouts, but may not reverse unrelated valid commissions.
4.8 Repayment of overpayments. If an invalid commission has already been paid and no sufficient future payout is available for offset, Partner must repay that specific overpayment within 30 calendar days after written notice that reasonably identifies the customer or transaction, the amount, and the basis for recovery. Clientomic may pursue an unpaid, undisputed, or finally determined repayment obligation using lawful collection methods. Recovery under this Section is limited to the commission attributable to the payment that ceased to qualify.
5.1 Pending and Approved Commissions. An accrued commission remains “Pending” for 30 calendar days beginning when Clientomic receives the related Qualifying Payment. At the end of that period, it automatically becomes an “Approved Commission” (which the Program Platform may label “Due”) unless it has been disqualified under these Terms or placed on a documented hold under Section 5.4. Clientomic will identify the reason for a disqualification or hold in the dashboard, payout statement, or email.
5.2 Monthly payout schedule. Clientomic will initiate payout of all Approved Commissions no later than the 15th calendar day of the month following the month in which they became approved, unless a permitted hold applies or Partner verification, tax, or payout information remains incomplete. Clientomic may initiate payment earlier. Actual receipt may occur later because of payout-provider processing, banking delays, sanctions screening, currency conversion, or circumstances outside Clientomic’s reasonable control.
5.3 Method currency and fees. Payouts are made in U.S. dollars by a method supported by Clientomic or its payout provider. Third-party payout, withdrawal, bank, and currency-conversion fees may apply and may be deducted only where disclosed by the provider or in the Partner dashboard or payout statement.
5.4 Holds. Clientomic may hold only the affected commission or payout while reasonably investigating suspected fraud, attribution manipulation, a specific violation of these Terms, a referral dispute, a legal restriction, or materially inaccurate identity, tax, or payout information. Clientomic will give Partner written notice of the general reason unless prohibited by law or doing so would compromise the investigation, will review an unresolved hold at least every 30 days, and will provide a status update on request. No later than 90 days after a hold begins, Clientomic will release the amount, disqualify it with a written explanation, or identify the external legal, payment-provider, or third-party dispute that prevents a final decision and continue 30-day reviews. Clientomic will release any undisputed eligible amount and initiate any released payout within five business days after the issue is resolved.
5.5 Statements and commission disputes. For each month in which there is activity or an unpaid balance, Clientomic will make available through the dashboard or send by email a statement showing pending, approved, adjusted, held, and paid commissions. Partner must dispute a commission amount, status, adjustment, or payout within 60 calendar days after the applicable statement is made available. That 60-day period does not shorten the attribution claim period in Section 3.8. Clientomic will review a documented dispute and respond within 30 calendar days.
5.6 No minimum payout threshold. The Program has no minimum payout threshold. Clientomic may introduce a threshold only as a Material Change under Section 10 and may not forfeit an existing eligible balance solely because it is below a later threshold.
5.7 Taxes. Partner is solely responsible for taxes, registrations, filings, and reporting arising from commissions. Partner must provide reasonably requested documentation, including a Form W-9, Form W-8BEN, Form W-8BEN-E, or equivalent, before payout. Clientomic may withhold amounts required by law.
5.8 Permitted offsets only. Clientomic may offset commissions only for recoveries permitted by Section 4.7 or 4.8, or for another amount that Partner has agreed in writing is due or that has been finally determined to be due. Clientomic may not withhold unrelated Approved Commissions as leverage in an unrelated dispute.
6.1 Truthful and substantiated promotion. Partner may describe Clientomic only accurately and consistently with Clientomic’s then-current website, approved Program materials, and written guidance. Partner may not guarantee or imply guaranteed rankings, leads, calls, revenue, timing, acceptance, customer eligibility, or any other result; misstate pricing, scope, refunds, availability, or the sales process; create or solicit fake reviews, testimonials, or conversions; claim an experience or result that did not occur; or imply that Clientomic employs, sponsors, endorses, or has authorized Partner beyond participation in the Program. Partner must promptly correct or remove any promotion that Clientomic reasonably identifies as inaccurate, outdated, or noncompliant.
6.2 Required compensation disclosure. Whenever Partner recommends, endorses, or links to Clientomic in a context where the compensation relationship may affect how the audience evaluates the recommendation, Partner must clearly and conspicuously disclose the relationship with the recommendation and near the Referral Link. Unless Clientomic approves an equally clear alternative suited to the medium, Partner must use: “I may receive compensation from Clientomic if you become a customer through my referral.” A label such as “affiliate link” or “commissionable link” alone is not sufficient. The disclosure must be easy to notice and understand on each device and medium used and must comply with applicable law and platform rules.
6.3 Promotions that do not require case-by-case approval. Partner may make truthful one-to-one introductions and publish non-paid organic posts or webpages without case-by-case approval if Partner uses current Clientomic-approved materials and messaging without material modification, includes the required disclosure, and otherwise complies with these Terms. Permission under this Section does not authorize paid boosting, automated outreach, custom performance claims, or use of outdated materials.
6.4 Promotions requiring prior approval. Clientomic’s prior written approval is required for paid advertising; bidding on Clientomic or confusingly similar search terms; custom landing pages or materially modified public copy; automated or bulk email or text campaigns; telemarketing or call scripts; webinars or events promoted using the Clientomic name; sub-partners, referral networks, or commissioned agents; coupons, discounts, rebates, or incentives; and any other channel Clientomic identifies in writing as presenting heightened legal, brand, or attribution risk. Approval is limited to the submitted material, channel, audience, and period and does not approve later modifications.
6.5 Prohibited methods. Partner must not use or enable:
6.6 Commercial email and text requirements. Any permitted commercial email must use accurate sender, header, routing, and reply information; use a nondeceptive subject line; identify the message as advertising where required; include the sender’s valid physical postal address; provide a clear and functioning unsubscribe method; and honor opt-out requests no later than 10 business days after receipt. Partner must maintain and apply suppression lists and must not sell or transfer opt-out addresses except to a provider used solely to honor opt-outs. For texts, calls, or any jurisdiction or channel requiring prior consent, Partner must obtain and retain legally sufficient consent before contacting the recipient. Partner must not use unlawfully scraped, harvested, or purchased contact data and must provide compliance records to Clientomic on reasonable request.
6.7 Applicable laws and platform rules. Partner is responsible for complying with all laws, regulations, industry rules, and platform policies applicable to Partner’s advertising, endorsements, marketing, communications, privacy practices, and data collection, including the FTC Act, FTC Endorsement Guides, CAN-SPAM Act, and applicable state and international marketing and privacy laws.
6.8 Complaints and inquiries. Partner must promptly notify Clientomic of a customer complaint, platform notice, government inquiry, demand, or threatened claim relating to Partner’s promotion of Clientomic; preserve relevant materials; and reasonably cooperate. Partner may not respond on Clientomic’s behalf, admit liability for Clientomic, or make a settlement commitment for Clientomic without written authorization.
6.9 Conflicts of interest improper payments and sanctions. Partner represents and warrants that participating in the Program and receiving commissions does not breach any employment, agency, fiduciary, procurement, professional, contractual, or other duty owed to a prospect, customer, employer, client, or other person. Before making a referral, Partner must disclose the compensation relationship and obtain any consent required by applicable law or such duty. Partner may not offer, promise, authorize, give, request, or accept anything of value to improperly influence a referral, purchasing decision, or official action; use bribes, kickbacks, or other improper payments; or share or offer to share a commission with a prospect’s or customer’s owner, officer, employee, agent, or government official unless the arrangement is lawful, fully disclosed to the represented organization, and approved as required. Partner must comply with applicable anti-bribery, anti-corruption, sanctions, and export-control laws.
7.1 Limited license. While Partner remains active and in good standing, Clientomic grants Partner a limited, non-exclusive, non-transferable, non-sublicensable, revocable, royalty-free license to use current approved Clientomic names, logos, and marketing assets solely for permitted referrals under these Terms.
7.2 Brand controls. Partner must follow Clientomic’s brand instructions, use the most current materials, and promptly remove or correct materials on request. Partner may not materially modify a logo or approved asset, create derivative brand assets, register or challenge Clientomic marks, or use the marks in a way that suggests ownership, employment, agency, sponsorship, or endorsement.
7.3 Ownership. Clientomic and its licensors retain all right, title, and interest in Clientomic services, technology, content, trademarks, and materials. No right is granted except the limited license expressly stated in Section 7.1.
8.1 Lawful customer handoff. Partner must have a lawful basis and any consent required before sharing a prospect’s personal information with Clientomic. Partner must provide an applicable notice at collection and share only information reasonably necessary for the introduction. Each party is independently responsible for its own collection and use of personal information unless the parties sign a separate data-processing agreement. Clientomic processes personal information as described in its Privacy Policy.
8.2 Referral tracking and limited Partner visibility. Clientomic and the Program Platform may process referral-link and cookie identifiers, click and attribution data, basic customer and subscription identifiers, transaction and refund status, and commission information to operate the Program. Clientomic will configure the Program Platform so Partner ordinarily sees only a unique customer identifier and the referral, transaction, and commission information reasonably needed to understand Partner’s earnings. Customer email addresses will not be displayed to Partner through Rewardful. Clientomic will disclose a customer name or other personal information to Partner only when reasonably necessary, legally permitted, and consistent with Clientomic’s Privacy Policy.
8.3 Data minimization and use restrictions. Partner may use prospect, customer, referral, and Program data only for a lawful introduction, compliance, reconciliation, and support under these Terms. Partner may not sell, share for cross-context behavioral advertising, enrich, repurpose, or disclose that data, or use it to contact a customer on Clientomic’s behalf, except with lawful authority and Clientomic’s written approval.
8.4 Security and incidents. Partner must use reasonable administrative, technical, and organizational safeguards appropriate to the information it handles, restrict access to personnel who need it, and securely delete information when no longer needed. Partner must notify Clientomic without undue delay and, where reasonably feasible, within 48 hours after discovering unauthorized access, disclosure, loss, or misuse of prospect, customer, or Clientomic confidential information related to the Program and must reasonably cooperate in investigation and remediation.
8.5 Confidential information. Each party must protect the other party’s non-public business, technical, financial, customer, security, and Program information using at least reasonable care and may use it only to perform under these Terms. This duty does not apply to information that becomes public without breach, was already lawfully known without restriction, is independently developed without use of the confidential information, or is lawfully received from a third party without restriction. If legally permitted, the receiving party will provide prompt notice before compelled disclosure and disclose only what is legally required.
8.6 Return and deletion. Upon request or termination, each party will return or securely delete the other party’s confidential information that is no longer required, except for archival copies maintained under routine backup procedures or records retained for legal, tax, fraud-prevention, dispute, or compliance purposes. Retained information remains protected by these Terms.
9.1 Term. These Terms begin when Partner affirmatively accepts them under Section 2.4 and continue until terminated.
9.2 Termination without cause. Either party may terminate participation at any time by written notice or through a supported Program dashboard action. Termination without cause does not eliminate the tail rights in Section 9.5.
9.3 Suspension. Clientomic may temporarily suspend Partner’s account, Referral Link, new referrals, brand license, or affected payouts while reasonably investigating a potential violation, fraud, legal restriction, security issue, or material risk. A suspension must be limited to what is reasonably related to the issue and remains subject to the hold requirements in Section 5.4.
9.4 Termination for cause. Clientomic may terminate immediately for fraud, attribution manipulation, fabricated conversions, unlawful or deceptive marketing, a material breach of these Terms, bypassing Clientomic’s designated sales or qualification process, failure to provide requested compliance records, failure to correct or remove noncompliant promotion, material misuse of data or intellectual property, or conduct creating material legal, security, reputational, or customer harm.
9.5 Effect on commissions and tail. After termination without cause by either party, Partner remains eligible for commissions on Referred Customers validly attributed before termination, but only for each customer’s remaining Qualifying Payments within that customer’s original six-payment limit and original Commission Period. A qualifying click recorded before the effective time of termination without cause or Program discontinuation remains eligible through the remainder of its original 60-day attribution window under Section 3.6. A Manual Referral accepted before that time remains eligible through the remainder of its 60-day eligibility period under Section 3.7. If the prospect purchases an Eligible Subscription during the applicable period and otherwise satisfies Section 3, it will be treated as a Referred Customer validly attributed before termination or discontinuation for purposes of Sections 4, 5, and this Section 9.5. If Clientomic terminates for cause, Clientomic may disqualify only unpaid commissions reasonably connected to the breach, fraud, unlawful conduct, or affected referral. Approved Commissions and other valid commissions unrelated to the issue remain payable, subject to Sections 4 and 5.
9.6 Program discontinuation. Clientomic may discontinue the Program prospectively. Discontinuation is treated as termination without cause under Section 9.5. Except for clicks and Manual Referrals protected by Section 9.5, Clientomic may stop accepting new referrals as of the announced discontinuation date, but may not use discontinuation alone to eliminate valid tail commissions.
9.7 Post-termination statements and access. Clientomic may disable dashboard access after termination. While a valid unpaid balance or tail remains, Clientomic will continue to provide the statements required by Section 5.5 by email or another durable electronic method and will continue to process eligible payouts under these Terms.
9.8 End of license and survival. Upon termination, Partner must stop presenting itself as a Clientomic partner and stop using Clientomic marks, materials, and Referral Links. Provisions that by their nature should survive will survive, including payment adjustments and repayment, taxes, data restrictions, confidentiality, ownership, statements and tail payments, disclaimers, liability, indemnification, disputes, and general terms.
10.1 Nonmaterial changes. Clientomic may make nonmaterial administrative, clarifying, security, or compliance changes on at least 14 days’ conspicuous notice by email or dashboard notice and by posting a new effective date. After the effective date, submitting a new referral or using Program tools for new activity constitutes acceptance of a properly noticed nonmaterial change. Merely receiving a statement or payment for an existing referral does not constitute acceptance.
10.2 Material Changes and renewed acceptance. A “Material Change” is a change that materially reduces Partner’s economic or procedural rights or materially increases Partner’s obligations, including a change to commission rate or cap, minimum payment, customer or payment eligibility, attribution method or cookie window, Commission Period, review or payout deadline, minimum payout threshold, termination tail, liability, indemnification, arbitration, or class or jury waiver. A Material Change applies to new referrals only after Partner affirmatively accepts it using the process in Section 2.4. If Partner does not accept, Clientomic may terminate Partner without cause; Section 9.5 will govern existing referrals.
10.3 Existing referrals and grandfathering. A Referred Customer validly attributed before a Program or Terms change remains governed by the commission rate, six-payment cap, minimum payment, Commission Period, attribution, review, payout, and termination-tail terms in effect on the attribution date, unless Partner affirmatively accepts a different treatment for that customer or a change is required by law. A change to a Rewardful campaign or other Program Platform setting does not override this protection or retroactively reduce Partner’s rights.
10.4 Legally required changes. Clientomic may implement a change immediately to the extent reasonably necessary to comply with law, a binding government order, or a payment-provider requirement. If that change is materially adverse, Clientomic will give notice as soon as reasonably practicable and will preserve existing referrals to the extent legally permitted.
10.5 Program-specific terms. A campaign, dashboard notice, offer, or written Program-specific term may supplement these Terms. It may override a conflicting provision only if the conflicting term is clearly identified and Partner separately affirmatively accepts it. More favorable terms may apply without reducing any protection in these Terms. A platform setting, help text, or reward description that was not affirmatively accepted does not amend these Terms.
11.1 Partner records. Partner must retain reasonable records of referral methods, promotional content and dates, approvals, audience or channel, compensation disclosures, email and text consent where required, suppression-list compliance, and related complaints for at least four years after the relevant promotion, or longer if applicable law requires. Partner must provide relevant records on reasonable request for compliance monitoring, a complaint, a specific suspected violation, or an attribution dispute.
11.2 Training and monitoring. Clientomic may require onboarding or updated compliance guidance before Partner promotes Clientomic. Clientomic may periodically review Partner’s publicly available promotions and may reasonably request copies or examples of posts, webpages, advertisements, messages, call scripts, consent records, and compensation disclosures, whether or not a violation is suspected. Partner must promptly provide requested materials and correct, remove, or cease noncompliant promotion.
11.3 Enforcement. Clientomic may require correction, removal, training, or preapproval of future promotions; reject a referral or commission arising from fabricated, misleading, unlawful, duplicate, manipulated, or unverifiable activity; suspend the affected Referral Link, new referrals, participation, brand license, or payouts; or terminate under Section 9. Clientomic will exercise discretionary determinations reasonably and in good faith based on available records and will limit payout action to amounts reasonably related to the issue.
11.4 Clientomic records. Clientomic will retain records reasonably necessary to substantiate Partner’s acceptance and the version accepted, material notices, referral attribution, commission determinations, statements, adjustments, and payouts for at least four years after the later of termination of Partner’s participation or Clientomic’s final Program payment to Partner, or longer if applicable law requires. This Section does not require retention that applicable privacy or data-protection law prohibits.
12.1 Technical features. EXCEPT FOR CLIENTOMIC’S EXPRESS OBLIGATIONS UNDER THESE TERMS, THE PROGRAM PLATFORM, DASHBOARD, TRACKING TECHNOLOGY, LINKS, AND RELATED TECHNICAL FEATURES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLIENTOMIC DISCLAIMS IMPLIED WARRANTIES REGARDING THOSE TECHNICAL FEATURES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
12.2 No guarantee. Clientomic does not guarantee acceptance into the Program, uninterrupted tracking or dashboard availability, any number of referrals, customer purchases or retention, commissions, or business results. Clientomic is not responsible for outages or errors caused by third-party platforms, browsers, networks, payment processors, or customer settings, but will investigate documented issues and correct confirmed material tracking or administrative errors when reasonably practicable.
13.1 Excluded damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE UNDER THESE TERMS FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, OR DATA, EVEN IF ADVISED THAT SUCH DAMAGES ARE POSSIBLE.
13.2 Mutual liability cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE PROGRAM OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) USD $300 OR (B) THE COMMISSIONS PAID OR PAYABLE TO PARTNER DURING THE SIX MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.
13.3 Exclusions from limitations. Sections 13.1 and 13.2 do not limit (a) commissions or other payment amounts finally determined to be payable by Clientomic; (b) Partner’s repayment obligations under Section 4.8; (c) either party’s indemnification obligations under Section 14; (d) Partner’s breach of Sections 6, 7, or 8; (e) either party’s fraud, willful misconduct, or willful injury; or (f) liability that applicable law does not permit to be excluded or limited, including liability within California Civil Code Section 1668. Amounts properly due under Sections 4 and 5 are direct payment obligations and are not excluded lost profits or revenue.
13.4 Allocation of risk. The limitations apply regardless of legal theory and even if a remedy fails of its essential purpose. The parties agree that this Section reflects the Program’s limited compensation and is a material basis of their agreement.
14.1 Partner indemnity. Partner will defend, indemnify, and hold harmless Clientomic, its affiliates, and their officers, managers, employees, contractors, and agents from third-party claims, investigations, penalties, judgments, damages, settlements, and reasonable legal fees to the extent arising from Partner’s (a) marketing, statements, communications, or data collection; (b) violation of law, platform rules, or these Terms; (c) infringement or misuse of intellectual property; (d) breach of privacy, security, or confidentiality obligations; or (e) fraud, negligence, or willful misconduct.
14.2 Approved-material carveout. Partner has no indemnity obligation to the extent a claim arises solely from an error or infringement contained in current, unmodified material supplied or expressly approved in writing by Clientomic and used by Partner exactly as instructed, provided Partner did not know and reasonably should not have known that the material was inaccurate, unlawful, infringing, or outdated. This carveout does not apply to Partner’s choice of audience or channel, surrounding statements, missing disclosure, combination with other content, modification, or continued use after a correction or withdrawal notice.
14.3 Clientomic intellectual-property indemnity. Clientomic will defend and indemnify Partner from a third-party claim that Partner’s authorized use of current, unmodified Clientomic materials supplied by Clientomic infringes that third party’s U.S. trademark or copyright, except to the extent the claim arises from Partner’s modification, combination, unauthorized use, or continued use after Clientomic provides a replacement or withdrawal notice.
14.4 Procedure. The indemnified party must provide reasonably prompt notice and reasonable cooperation at the indemnifying party’s expense. Delay in notice reduces the obligation only to the extent it materially prejudices the defense. The indemnifying party may control the defense with counsel reasonably acceptable to the indemnified party, but may not settle a claim in a manner that admits fault by, imposes a nonmonetary obligation on, or fails to fully release the indemnified party without written consent.
15.1 Governing law. These Terms are governed by California law, without regard to conflict-of-law rules, and by applicable federal law. The Federal Arbitration Act governs the interpretation and enforcement of the arbitration provisions.
15.2 Informal resolution. Before starting arbitration, a party must send written notice describing the dispute, relevant facts, and requested relief. The parties will attempt in good faith to resolve the dispute for 30 calendar days after receipt. A limitations period is tolled during that 30-day period.
15.3 Binding individual arbitration. Except for matters permitted under Sections 15.5 and 15.6, an unresolved dispute arising out of or relating to the Program or these Terms will be resolved exclusively by binding individual arbitration administered by the American Arbitration Association under its then-current Commercial Arbitration Rules. Arbitration will be in English and the legal seat will be Sacramento, California. For a claim of USD $25,000 or less, the proceeding will be conducted by documents, telephone, or video unless the arbitrator determines that an in-person hearing is necessary. For a larger claim, hearings will be remote unless the parties agree otherwise or the arbitrator determines an in-person hearing is necessary. Judgment on the award may be entered in any court with jurisdiction.
15.4 Arbitration fees and remedies. Each party will pay the filing, administrative, and arbitrator fees allocated to it under the applicable AAA rules, but Clientomic will pay any additional amount required by applicable law or by the arbitrator to preserve fair access to the forum and enforceability of this Section. Each party bears its own attorneys’ fees and costs unless a statute, these Terms, or the arbitrator’s award permits recovery. The arbitrator may award any individual remedy a court could award under applicable law, subject to these Terms.
15.5 Class action and jury waiver. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY WAIVES THE RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION OR ARBITRATION. CLAIMS MAY BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY. If this waiver is finally held unenforceable for a particular claim or remedy, that claim or remedy will be decided by a court of competent jurisdiction, and the remaining arbitrable matters will be stayed or proceed as the court directs.
15.6 Small claims and injunctive relief. Either party may bring an eligible individual claim in small claims court instead of arbitration if the claim remains in that court and on an individual basis. Either party may seek temporary or injunctive relief in a court of competent jurisdiction to protect confidential information, data, security, or intellectual-property rights without waiving arbitration of the underlying dispute.
15.7 Exclusive court venue. Except for an eligible individual small claims action under Section 15.6, any court proceeding permitted by these Terms, including a proceeding to compel arbitration, seek temporary or injunctive relief, enforce an arbitration award, or decide a claim or remedy found not subject to arbitration, must be brought exclusively in the state or federal courts located in Sacramento County, California. Each party irrevocably consents to the personal jurisdiction and venue of those courts.
16.1 Notices. Legal notices to Clientomic must be sent by email to support@clientomic.com and, for a notice commencing a dispute, also by certified mail or nationally recognized courier to Clientomic LLC, 901 H St, Suite 120, Sacramento, CA 95814 USA. Notices to Partner may be sent to the email address associated with Partner’s account. Email notice is effective when sent unless the sender receives a delivery-failure notice; physical notice is effective on delivery.
16.2 Assignment. Partner may not assign or transfer these Terms or its Program account without Clientomic’s prior written consent. Clientomic may assign these Terms in connection with a merger, acquisition, reorganization, sale of assets, financing, or transfer of the Program, provided the assignee assumes Clientomic’s obligations relating to existing referrals.
16.3 Entire agreement and order of precedence. These Terms, together with separately accepted Program-specific terms, are the entire agreement regarding the Program and replace prior discussions and communications on that subject. If there is a conflict, a separately accepted Program-specific term controls only for the identified campaign or offer; otherwise these Terms control over Program Platform settings, dashboard text, FAQs, marketing materials, and help content.
16.4 Severability and waiver. If a provision is unenforceable, it will be modified only to the minimum extent necessary, and the remaining provisions will continue in effect. Failure to enforce a provision is not a waiver. A waiver must be in writing and applies only to the specific instance stated.
16.5 Force majeure. Neither party is liable for delay caused by events beyond its reasonable control, except that this Section does not excuse payment or repayment obligations for amounts already due. The affected party will use reasonable efforts to mitigate the delay.
16.6 No third-party beneficiaries. Except for indemnified persons under Section 14, these Terms create no rights for any third party, including a prospect or Referred Customer.
16.7 Electronic records and acceptance. Electronic acceptance satisfying Section 2.4 has the same effect as a handwritten signature. Electronic notices, statements, and records satisfy requirements for writing and delivery to the extent permitted by law. Partner may download, print, or otherwise retain these Terms.
16.8 Headings and interpretation. Headings are for convenience only. “Including” means “including without limitation.” A reference to days means calendar days unless business days are stated. “Business Day” means a day other than Saturday, Sunday, or a U.S. federal holiday.