Sales & Sub-Network Partner Agreement

1. Application

This Sales & Sub-Network Partner Agreement (the "Partner Agreement") supplements the Terms & Conditions and applies whenever a user holds a Sales or Sub-Network designation on the Flawk dashboard ("Partner"). Partner accepts this Partner Agreement at the time the partner designation is enabled on Partner's account or at first revenue-share-eligible activity, whichever is earlier. The Partner Agreement applies in addition to, and not in place of, the Terms; any signed master agreement between Partner and Flawk takes precedence.

2. Appointment

Subject to the terms of this Partner Agreement, Flawk appoints Partner as a non-exclusive reseller and / or referral partner of the Service in the territory and channel set out on Partner's account. The relationship between the parties is that of independent contractors; nothing in this Partner Agreement creates an agency, employment, joint venture, partnership, or franchise relationship.

3. Permitted Activities

• Solicit, refer, and onboard advertisers and screen owners ("End Customers") to the Service in the agreed territory;
• Use Flawk-approved marketing materials, demos, and pricing collateral to promote the Service;
• Manage End Customer relationships through the dashboard, subject to End Customer's own acceptance of the Terms; and
• Receive revenue-share or referral commission as configured on Partner's account (see Section 5).

Partner will not (a) rebrand the Service or hold the Service out as Partner's own product without Flawk's prior written consent; (b) make any representation, warranty, or commitment on behalf of Flawk that is not in the Terms or other Flawk-published materials; (c) modify, decompile, or sub-license the Service; (d) use the Service or any data derived from it to develop a competing product; or (e) bundle the Service with any other product where the bundling materially obscures Flawk's pricing or terms from the End Customer.

4. End Customer Relationship

Each End Customer contracts directly with Flawk under the Terms. Flawk is the merchant of record for billing and is responsible for billing-related customer support; Partner is responsible for first-line sales and account-management support of End Customers Partner has introduced and will use commercially reasonable efforts to maintain End Customer satisfaction. Partner has no authority to bind Flawk to any commitment outside the Terms or to negotiate any deviation from the Terms without Flawk's prior written consent.

5. Revenue Share & Commission

Programmatic share. Where Partner is configured for programmatic revenue share, Partner earns the percentage of net programmatic revenue from End Customer campaigns delivered through Partner's account hierarchy ("Programmatic Share") at the rate displayed on Partner's account.

Direct-sales share. Where Partner is configured for direct-sales share, Partner earns the percentage of net revenue from direct-sale campaigns originated by Partner ("Direct Share") at the rate displayed on Partner's account.

Net revenue. "Net revenue" has the meaning given in Section 4 of the Screen Owner & Publisher Addendum and excludes refunds, chargebacks, processing fees, taxes, and SSP take-rates.

Payouts. Earnings accrue per calendar month and are paid via Stripe Connect or another method Flawk supports, on or about the 15th of the following month, subject to a minimum-payout threshold of US$100. Partner must complete tax onboarding (Form W-9 for U.S. persons; Form W-8BEN or W-8BEN-E for non-U.S. persons) before any payout is released. Flawk may withhold payouts where required by law, where there is an unresolved End Customer dispute, or where Flawk reasonably suspects fraud.

Claw-back. Where End Customer revenue on which a commission has been paid is later refunded, charged back, or determined to be uncollectable, the corresponding commission is reversed and may be deducted from future payouts or invoiced to Partner.

Statements and disputes. Partner may view monthly statements through the dashboard. Disputes must be raised in writing within 60 days; statements not timely disputed are deemed accepted.

6. Intellectual Property & Brand Use

Flawk grants Partner a limited, non-exclusive, non-transferable, revocable licence to use the Flawk name and logo, in accordance with brand guidelines published from time to time, solely to identify Partner as a Flawk reseller / partner during the term of this Partner Agreement. Partner will not register or attempt to register any Flawk trademark, domain, social-media handle, or confusingly similar mark. All goodwill from Partner's use of Flawk marks accrues solely to Flawk.

7. Data and Confidentiality

Partner will treat all End Customer data accessible through the dashboard as confidential and will not (a) resell, sublicense, or redistribute End Customer audience data, impression-level data, or analytics outside the permitted use of the Service; (b) construct competing audience segments or data products from End Customer data; or (c) export End Customer data outside the Service except as the Service expressly permits. End Customer personal data is processed under the Data Processing Agreement; Partner does not have an independent data-controller relationship with End Customer's data subjects.

8. Compliance Obligations

Partner will, in conducting activities under this Partner Agreement, comply with all applicable laws, including without limitation: (a) the U.S. Federal Trade Commission Act and the FTC Endorsement Guides; (b) U.S. state unfair-and-deceptive-acts statutes (UDAP); (c) the U.S. Foreign Corrupt Practices Act and the UK Bribery Act — Partner will not offer or pay any bribe, kickback, or improper inducement; (d) anti-money-laundering and economic-sanctions laws (including OFAC and equivalent regimes in Partner's territory); (e) Canada's Anti-Spam Legislation (CASL) where Partner solicits Canadian recipients; and (f) the GDPR / UK GDPR where Partner solicits or supports EU/UK End Customers.

9. Term and Termination

This Partner Agreement begins when accepted and continues until terminated. Either party may terminate without cause on 30 days' written notice. Flawk may terminate immediately for cause for any of the events described in Section 10 of the Terms or for material breach of this Partner Agreement uncured within 15 days. On termination, (a) Partner's authority to solicit new End Customers ends immediately; (b) Partner ceases use of Flawk marks within 30 days; (c) accrued but unpaid commissions through termination are paid in the next ordinary payout cycle; and (d) for in-flight campaigns at the time of termination, Partner remains entitled to commission for a 60-day tail. Partner has no entitlement to commission on End Customer revenue earned by Flawk after the tail ends.

10. Indemnification, Liability, and Survival

Section 11 (Limitation of Liability) and Section 17 (Indemnification) of the Terms apply to this Partner Agreement, and Partner additionally indemnifies Flawk for any claim arising from (i) Partner's misrepresentation of the Service or of Flawk to any End Customer; (ii) Partner's bribery, kickback, or other corrupt conduct; (iii) Partner's tax obligations on commissions Partner receives; or (iv) Partner's breach of Section 7 or Section 8. Sections 5 (last-cycle payout, claw-back), 6 (cessation of brand use), 7, 8, 10, and any provision that by its nature should survive termination, will survive.