Marketing Partner Terms 

1. How We Track, Calculate Commissions and Make Payments

1.1 Accrual & What Counts
  • Accrual: Commissions accrue starting with the first Paying Customer attributed to Creator.
  • “Paying Customer” means a person who (i) clicks Creator’s unique link or uses Creator’s code or is otherwise attributable to Creator, (ii) downloads Context, opens Context, completes account creation and purchases a subscription, and (iii) makes a successful first payment that is not refunded or charged back.
  • No commission will be paid on free trials until conversion, or on failed/declined payments, refunds, fraud, or chargebacks
  • "Net Revenue" means the actual subscription fee paid by the customer, less (i) any discounts or promotional credits applied, (ii) platform fees charged by third-party marketplaces (such as Apple App Store, Google Play Store), (iii) payment processing fees (such as Stripe fees), and (iv) applicable sales taxes. Fulcra will provide Creator with a detailed calculation methodology for Net Revenue upon request.
1.2 Attribution Windows 
  • Click Window: The customer must use an Attribution Method attributable to Creator within 30 days before signup.
  • Payment Window: The customer’s first successful payment must occur within 60 days of that Attribution.
  • If 90 days pass after the last use of Creator’s Attribution Method by Paying Customer’ with no paid subscription, Attribution resets.
1.3 Multi‑Touch Rules 
  • First‑click within the window gets 100% of the commission if the first payment occurs within the 60‑day payment window.
  • If attribution resets under Marketing Partner Terms 1.2, a newer creator can earn attribution based on their qualifying touch after the reset.
1.4 When Cash Payments Start
  • Fulcra starts paying out monthly commissions after the first of these milestones: 
    • Creator reaches 100 Paying Customers, or 
    • 3 months have passed since the first piece of content under this Agreement went live.
  • All accrued commissions (from Marketing Partner Terms 1.1) are included in the first pay run after the milestone.
1.5 Payment Mechanics
  • Currency & Method: Payments are made in USD ($) via a mutually agreeable method.
  • Timing: Commissions are calculated at month‑end and paid within 60 days after month‑end.
  • Minimum Payout: $100.00; unpaid amounts roll over and must be paid within 12 months regardless of whether the minimum threshold is met.
  • Monthly Statement: Fulcra will provide an itemized statement (customer counts, gross commissions, refunds/chargebacks by transaction ID/date, setoffs).
  • Statement Disputes: Must be raised within 45 days of statement delivery; after that, the statement is deemed accepted except for manifest error or fraud. Creator's failure to dispute does not waive Creator's right to audit under Marketing Partner Terms 2.2.
1.6 Refunds & Chargebacks 
  • Look-Back Limit: Deductions for refunds/chargebacks are limited to events occurring within 90 days after the underlying transaction, except where Fulcra can demonstrate that the delay was caused by the payment processor or circumstances beyond Fulcra's reasonable control.
  • Evidence: Any deduction will include transaction IDs and dates.
  • How We Recoup: Deductions occur by setoff against future commissions. No cash repayment is required unless setoff is impossible for 180 days, and any cash repayment demand must be accompanied by detailed documentation of the underlying transactions and good faith attempts to setoff.
1.7 Subscription Pauses 
  • No commission during a pause.
  • If a pause exceeds 90 days, it is treated as a cancellation. If the customer later returns, attribution is determined fresh under Marketing Partner Terms 1.2–1.3 at the time of re‑subscription.
1.8 Taxes
  • Creator is an independent contractor and is responsible for all taxes on amounts paid to Creator. Fulcra will issue Form 1099-NEC or other required tax forms by January 31st of each year for payments made in the prior calendar year if the $600 threshold is met, as required by IRS regulations.

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2. Fraud, Tracking & Audit

2.1 Prohibited Conduct
  • No fake accounts, self‑referrals, misleading tactics, spam/unauthorized ads, or tracking manipulation.
  • Consequences: immediate termination and forfeiture of unpaid commissions only to the extent directly tied to the specific prohibited or fraudulent activity, as reasonably documented by Fulcra. Creator retains the right to dispute any forfeiture determination through the dispute resolution process in Marketing Partner Terms 5.
2.2 Attribution System, Disputes & Audit Right
  • Fulcra’s system logs attribution with timestamps/device data and is the controlling record.
  • Disputes: Email within 14 days after the relevant payment cycle and include evidence; Fulcra will investigate within 10 Business Days.
  • Audit: On 10 Business Days’ notice, Creator may review anonymized tracking records for attributed customers once per year.
  • Retention: Attribution logs are retained for at least 18 months.
2.3 High Refund Rates & Complaints
  • Fulcra may review patterns at the thresholds in Schedule A (or reasonable equivalent). Parties will collaborate in good faith on messaging fixes for at least 30 days before any action is taken; persistent issues after such good faith efforts may lead to pause or termination with 15 days' written notice and opportunity to cure.

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3. Indemnities, Liability & No Promises

3.1 Mutual Indemnity
  • Creator indemnifies Fulcra for third-party claims arising from Creator’s content (IP infringement, false/misleading claims, FTC/platform violations) or Creator’s breach, provided that Fulcra (i) promptly notifies Creator of any such claim, (ii) gives Creator sole control of the defense and settlement (except Fulcra may participate at its own expense), and (iii) reasonably cooperates with Creator in the defense.
  • Fulcra indemnifies Creator for third-party claims arising from Fulcra’s materials, product claims, platform/offer issues, or Fulcra’s material breach, provided that Creator (i) promptly notifies Fulcra of any such claim, (ii) gives Fulcra sole control of the defense and settlement (except Creator may participate at its own expense), and (iii) reasonably cooperates with Fulcra in the defense.
3.2 Liability Caps & Exclusions
  • Except for (a) willful misconduct or gross negligence, (b) amounts owed to the other party under Marketing Partner Terms 1, (c) breach of confidentiality obligations under Marketing Partner Terms 7, (d) indemnification obligations under Marketing Partner Terms 3.1, or (e) fraud, each party’s total liability is capped at the greater of (i) total commissions paid or payable to Creator in the 12 months before the claim or (ii) $10,000. Neither party is liable for indirect, incidental, special, or consequential damages, except that this limitation does not apply to breaches of confidentiality or indemnification obligations.
3.3 No Warranties
  • Fulcra does not guarantee specific customer volume, achievement of milestones, specific commission amounts, or specific platform features. However, Fulcra represents and warrants that (i) it will maintain the platform in good working order and make commercially reasonable efforts to ensure tracking functionality operates as intended, and (ii) it will calculate and pay commissions in accordance with the terms of this Agreement.

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4. Business Changes & Modifications

4.1 Pricing Changes
  • Commission percentage stays the same; dollar payouts vary proportionally with subscription price changes. Fulcra will give 30 days’ notice; Creator may terminate within that period.
4.2 Business Model Changes
  • Fulcra will give 60 days’ notice and propose revised commission terms. If no agreement, either party may terminate.
4.3 Changing This Agreement
  • Minor Changes: 7 days’ notice; apply prospectively only.
  • Material Changes: 30 days’ notice and Creator’s written consent required.
  • Tie‑Breaker: If a change could reasonably affect compensation, deliverables, or attribution, it is Material
  • The parties may mutually agree in writing to waive completion of any non-material fields or schedules, and any minor administrative omissions that do not affect the material terms of this Agreement shall not affect the validity or enforceability of this Agreement.
4.4 Sale of Fulcra
  • This Agreement transfers to the buyer. The buyer must honor existing terms. Creator may terminate with 30 days’ notice; all earned commissions are paid before closing.

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5. Dispute Resolution 

5.1 Talk First
  • Send a written complaint; hold a good‑faith call within 14 days; try to resolve for 30 days.
5.2 Mediation
  • If unresolved, select a neutral mediator and split costs 50/50 for up to 60 days.
5.3 Binding Arbitration (AAA)
  • If mediation fails, disputes go to binding arbitration administered by the AAA under its rules.
  • Venue: Strafford County, New Hampshire, or by secure video conference if either party requests.
  • Arbitrator: If the parties do not agree within 10 days, AAA appoints a neutral arbitrator.
  • Either party may bring an individual small‑claims case.
  • Governing Law: New Hampshire law applies, without regard to conflicts rules.
5.4 Emergency Relief
  • Either party may seek a court injunction for fraud, IP infringement, or urgent violations.

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6. Privacy & Data Use

Each party will comply with applicable privacy laws (e.g., consent for tracking/cookies). Fulcra will provide required disclosures and obtain consents for tracking. Creator will receive only anonymized attribution metrics and will not sell or transfer personal data.

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7. Confidentiality

  • “Confidential Information” includes rates, payment details, proprietary information, customer data, and non‑public plans.
  • Exceptions: information that (i) is public without breach, (ii) is received from a third party without duty of confidence, (iii) is independently developed, or (iv) must be disclosed by law or court order (with prompt notice if allowed).

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8. Content Standards

8.1 Quality & Compliance
  • Content must: (i) be accurate and not contain any false, misleading, or deceptive statements; (ii) comply with all FTC guidelines and regulations, including clear and conspicuous disclosure of the material connection between Creator and Fulcra (e.g., #ad, #sponsored, or equivalent disclosure as required by the FTC); (iii) comply with all applicable platform terms of service and community guidelines; (iv) be appropriate for general audiences and not contain obscene, defamatory, or illegal material; (v) align with Fulcra's brand guidelines as provided by Fulcra; (vi) not disparage or harm Fulcra, its products, or its reputation; (vii) be original work created by Creator and not infringe any third-party intellectual property rights; and (viii) comply with all applicable federal, state, and local laws and regulations, including New Hampshire consumer protection laws.
8.2 Approval & Post‑Publishing Review
  • Pre‑Approval (optional): Send to media@fulcradynamics.com. Fulcra has 5 Business Days to approve/request changes, If no response is received within that 5 days, the Content is approved.
  • Post-Publishing Review: Fulcra may request edits or removal of published Content if Fulcra reasonably determines that the Content violates Marketing Partner Terms 3.2 requirements or applicable law. Creator shall comply with any such written request within seventy-two (72) hours of receipt. If Creator fails to comply within this timeframe, Fulcra may take reasonable steps to mitigate harm, including but not limited to requesting platform removal of the Content, and such failure shall constitute a material breach of this Agreement.
8.3 Violations & Termination Ladder
  • 1st violation: written warning + 72 hours to fix.
  • 2nd: commission payments paused until resolved.
  • 3rd violation: Fulcra may terminate this Agreement immediately upon written notice. Fulcra may also terminate this Agreement immediately upon written notice, without prior warning, if: (i) Creator's Content causes significant, demonstrable damage to Fulcra's brand or reputation; (ii) Creator engages in fraudulent activity or illegal conduct related to this Agreement; (iii) Creator's actions create material risk of legal action against Fulcra; or (iv) the refund rate for customers attributed to Creator exceeds forty percent (40%) as calculated pursuant to Marketing Partner Terms 1.6.
  • Commission Forfeiture: Upon termination for cause under Marketing Partner Terms 8.3, Creator shall forfeit only those unpaid commissions directly tied to customers acquired through fraudulent or prohibited activity as determined by Fulcra in its reasonable discretion. All other accrued but unpaid commissions shall remain payable to Creator pursuant to the payment terms in Marketing Partner Terms. The parties acknowledge that this limitation on forfeiture is a material inducement to Creator's entry into this Agreement. For additional consequences, see Marketing Partner Terms 2.1.

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9. How to End This Agreement, and What Follow

9.1 How to Terminate
  • Before content goes live: either party may cancel by email with no penalty.
  • After content goes live: either party may terminate with 30 days’ written notice.
9.2 What Happens to Commissions After Termination
  • Creator terminates: Creator continues earning on existing customers; no commission on new customers after termination. Content stays live 90 days, but Creator will remove affiliate links and codes within 72 hours.
  • Fulcra terminates for cause: Unpaid commissions tied to fraudulent/prohibited activity are forfeited; other unpaid commissions remain payable. Creator removes content within 72 hours if Fulcra requests.
  • Fulcra terminates without cause: Creator keeps earning on all attributed customers for a Tail Period of 12 months after the effective termination date. Outstanding amounts are paid within 30 days.
9.3 Post‑Termination Housekeeping
  • Creator will remove or stop promoting affiliate links/codes within 72 hours of termination and will not hold out as a Fulcra partner. Each party will return or destroy the other’s Confidential Information.

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10. Fulcra Contact Information

Fulcra Dynamics Corporation 

  • media@fulcradynamics.com

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11. Standard Legal Provisions

  • Entire Agreement: This document and its Schedules are the entire agreement and replace prior discussions.
  • Severability: Unenforceable parts are removed; the rest remains.
  • Waiver: Not enforcing a right once isn’t a permanent waiver.
  • Force Majeure: No liability for events beyond reasonable control.
  • Assignment: Creator may not assign without Fulcra’s consent. Fulcra may assign to a buyer on 30 days’ notice.
  • Independent Contractors: Not an employment relationship.
  • Survival: Refund/chargeback obligations, indemnities, dispute resolution, confidentiality, commission obligations, and IP provisions survive termination.
  • Counterparts & E‑Sign: This Agreement may be signed electronically and in counterparts; each is an original and together one instrument.
  • Business Day: EST Monday–Friday, 9am–5pm, excluding federal holidays.
  • Written Notice: Email to the addresses listed below is valid notice.

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12. Key Definitions 

  • Paying Customer: See Marketing Partner Terms 1.1.
  • Attribution Windows: See Marketing Partner Terms 1.2–1.3 (30‑day click, 60‑day first payment; 90‑day reset).
  • Tail Period: The period in Marketing Partner Terms 9.2 for post‑termination commissions when Fulcra ends without cause ([24] months).
  • Direct Competitor: As defined in 4.3 and Marketing Partner Terms 13.
  • Challenge: The Fulcra‑branded programs listed in Schedule B.

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13. Direct Competitors 

“Direct Competitor” means any company primarily offering personal data aggregation and tracking software, and/ or software offering health and wellness related practices or challenges that are reasonably substitutable for Fulcra’s core offering.

  • Bevel
  • Welltory