Ruuster Affiliate Program Agreement

This Affiliate Program Agreement (the "Agreement") is entered into between Ruuster Inc. ("Ruuster," "we," or "us") and the individual or entity who has registered as an affiliate through the Ruuster Affiliate Program ("Affiliate," "you," or "your"). This Agreement is effective on the date you click "I accept" during signup or re-acceptance.

For questions, contact legal@ruuster.com.

1. The program

The Ruuster Affiliate Program lets you refer potential customers ("Prospects") to Ruuster in exchange for commission on subscription revenue from Prospects who become paying customers. Your role is to make the introduction; Ruuster's sales team handles the rest of the sales process.

You will receive a unique branded referral link and an anonymous referral code, both available in your affiliate dashboard. Any Prospect who clicks one of your links and submits the partner form on your branded page is tracked as a referred Prospect.

2. Eligibility and conduct

2.1 Eligibility

To participate, you must:

Be at least 18 years old and legally able to enter contracts
Not be a current Ruuster employee, contractor, or member of an immediate family member of one
Provide accurate signup information and keep it current
Submit a completed IRS Form W-9 (or W-8 for non-US affiliates) before any commission is paid

2.2 Permitted promotion

You may share your referral links via:

Personal email and direct messages to people you know
Your own social media accounts and personal blog
One-on-one conversations with prospective customers
Paid advertising on platforms that allow affiliate promotion, provided you do not bid on Ruuster's trademarks or brand terms

2.3 Prohibited promotion

You may not:

Send unsolicited bulk email (spam) or violate the CAN-SPAM Act or any equivalent law
Bid on, register, or use any Ruuster trademark, brand name, or confusingly similar variant in paid search, domain names, social handles, or app names
Make false, misleading, or unsubstantiated claims about Ruuster's products, pricing, performance, or roadmap
Misrepresent yourself as a Ruuster employee, partner, or authorized reseller
Submit your own contact information, that of an immediate family member, or of a current Ruuster employee as a referral
Refer Prospects who are already Ruuster customers or who have attended a Ruuster demo within the previous ninety (90) days
Use bots, click farms, incentivized traffic, or any other artificial means to inflate referral activity
Promote Ruuster on any site that contains illegal, discriminatory, or sexually explicit content

Violation of any item in this Section 2.3 is grounds for immediate termination and forfeiture of unpaid commissions.

3. Referral qualification and the 90-day window

3.1 What counts as a Qualified Referral

A Prospect is a "Qualified Referral" only if all of the following occur, in order, in our system:

The Prospect submits the partner form on your branded referral page (the "Referral Date")
The Prospect schedules a demo with Ruuster's sales team
The Prospect conducts (attends and completes) that demo
The Prospect signs up for a paid Ruuster subscription within ninety (90) days of the Referral Date

3.2 The 90-day attribution window

If the Prospect signs up for a paid Ruuster subscription more than ninety (90) days after the Referral Date, they will not be considered a Qualified Referral and you will not be entitled to commission on their subscription, even if your initial referral introduced them to Ruuster.

3.3 First-touch attribution within the window

If a Prospect submits the partner form on more than one affiliate's branded page within the ninety (90) day window, the affiliate whose earliest submission falls within that window receives credit. A subsequent submission by the same Prospect through a different affiliate's link does not transfer attribution. If a Prospect first encounters Ruuster through any non-affiliate channel (organic search, marketing campaign, direct outreach by Ruuster sales, etc.) before submitting your partner form, Ruuster reserves the right to determine attribution at its sole discretion.

3.4 Qualification is at Ruuster's sole discretion

Ruuster makes the final determination on whether a Prospect is a Qualified Referral. Factors we may consider include but are not limited to: prior Ruuster contact, attribution conflicts, suspected self-referral, and compliance with Section 2. Our determination is final and binding.

4. Commission

4.1 Your commission plan

The specific commission rate, duration, and payout terms applicable to you are defined in the commission plan assigned to your account ("Your Plan"), which is visible on your affiliate dashboard. By accepting this Agreement, you accept the terms of Your Plan as currently shown on the dashboard.

Ruuster may assign different commission plans to different affiliates. Your Plan may differ from another affiliate's. Plan details are not negotiable except by written agreement signed by an authorized Ruuster representative.

4.2 What's commissionable

Commission is calculated on recurring subscription revenue actually received by Ruuster from Qualified Referrals, after any refunds, credits, chargebacks, or discounts. The following are not commissionable:

One-time setup, onboarding, implementation, or professional services fees
Hardware purchases, third-party software pass-through, or reimbursable expenses
Refunded or charged-back revenue (any commission previously paid on refunded revenue will be clawed back from your next payout)
Revenue accrued before your Referral Date or after the commission duration in Your Plan elapses
Revenue from non-Qualified Referrals

4.3 Payout method — credit first, cash second

Commissions accrue when Ruuster receives the underlying invoice payment and become payable after the payout delay specified in Your Plan (typically thirty (30) days, to allow for refunds and chargebacks).

Payable balances are settled in this order:

Account credit against your Ruuster subscription. If you are also a paying Ruuster customer, your accrued commission is first applied as a credit against your monthly Ruuster subscription dues. The credit appears on your next Ruuster invoice and reduces the amount you owe Ruuster, dollar-for-dollar.

Cash payout for any excess. Once your accrued commission for the period exceeds the amount owed for your Ruuster subscription, the excess is paid out in cash via Stripe Connect to the bank account you connect during onboarding.

$25 minimum cash payout. Cash payouts under $25 are held over until the next batch where the cash portion crosses that threshold, to keep transaction costs proportional. Account credits are not subject to this minimum and apply in full each cycle.

You must complete Stripe Connect onboarding to receive cash payouts; amounts payable in cash are held until you do so. Account credits apply automatically to your Ruuster subscription regardless of Stripe Connect onboarding status.

4.4 Clawback of refunded revenue

Ruuster may net any clawback (Section 4.2) against future payable balances. If a clawback exceeds your future earnings, you authorize Ruuster to invoice you for the difference.

5. Customer ownership and non-solicitation

Ruuster owns the customer relationship with every Qualified Referral after they sign up. You agree:

You have no ongoing claim to the customer relationship beyond the commission earned per Your Plan
You will not interfere with Ruuster's account management, pricing conversations, support, or renewal discussions with any customer, whether referred by you or otherwise
You will not solicit Ruuster customers to switch to a competing product or to cancel their Ruuster subscription
You will route any product questions or support issues from Prospects or customers to Ruuster rather than answering them yourself

6. Intellectual property

6.1 Ruuster's marks

"Ruuster," the Ruuster logo, and any other Ruuster brand assets (collectively, the "Marks") are owned by Ruuster. We grant you a limited, revocable, non-exclusive, non-transferable license to use the Marks solely for the purpose of promoting Ruuster under this Agreement, in accordance with any brand guidelines we publish from time to time. All use of the Marks inures to Ruuster's benefit.

6.2 Affiliate's content

You retain ownership of any content you create about Ruuster (blog posts, social posts, videos, emails, etc.). By creating such content you grant Ruuster a worldwide, royalty-free, non-exclusive license to reshare, quote, and link to it for marketing purposes with attribution to you.

6.3 No reverse engineering

You will not reverse-engineer, decompile, or attempt to derive the source code of any Ruuster product, and will not share any non-public Ruuster materials you receive with third parties except as permitted under Section 7.

7. Confidentiality

During and after your participation in the program, you will keep confidential any non-public information about Ruuster you learn through participation, including pricing, product roadmap, customer lists, internal performance metrics, sales playbooks, and the terms of Your Plan. You may share Confidential Information only with your tax or legal advisors who are themselves bound by confidentiality obligations.

This obligation survives termination of this Agreement for five (5) years for general confidential information and indefinitely for trade secrets.

8. Independent contractor status

You are an independent contractor, not an employee, partner, or joint venturer of Ruuster. You are responsible for:

Your own taxes (federal, state, and local), including self-employment tax
Your own insurance, retirement, and benefits
Compliance with all laws applicable to your business

Ruuster will issue an IRS Form 1099-NEC (or equivalent) to US affiliates whose annual commission exceeds the IRS reporting threshold. You agree to provide a current W-9 on request.

Nothing in this Agreement creates any partnership, agency, or employment relationship.

9. Modification of program terms

Ruuster may update this Agreement, the eligibility rules, the prohibited-promotion list, or the structure of commission plans ("Program Updates") at any time. Material Program Updates take effect:

For new referrals: immediately on publication
For existing referrals: thirty (30) days after we email you the updated terms, unless the update is to your specific commission plan, in which case the change applies only to referrals whose Referral Date is on or after the effective date

Continued participation in the program after the effective date constitutes acceptance of the updated terms. If you do not accept an update, your sole remedy is to terminate this Agreement under Section 10.

10. Term and termination

10.1 Term

This Agreement begins on the date you accept it and continues until terminated by either party.

10.2 Termination without cause

Either party may terminate this Agreement at any time, for any reason, with seven (7) days' written notice (email to the address on file is sufficient).

10.3 Termination for cause

Ruuster may terminate immediately, without notice, for any material breach of this Agreement, including but not limited to violation of Section 2.3 (prohibited promotion), Section 5 (non-solicitation), or Section 7 (confidentiality), or for any conduct that in Ruuster's reasonable judgment damages the Ruuster brand or customer relationships.

10.4 Effect of termination

On termination:

Commissions already accrued and payable as of the termination date are paid on the next regular batch, except where Section 10.5 applies
Future commissions on existing Qualified Referrals continue through the end of the duration in Your Plan if termination is without cause; forfeit immediately if termination is for cause
Your access to your dashboard, branded link, and Marks license ends immediately
Sections 5, 6, 7, 8, 11, and 12 survive termination

10.5 Forfeiture for cause

On termination for cause, all unpaid commissions (whether accrued or not) are forfeited and any clawback obligations remain due.

11. Disclaimers and limitation of liability

11.1 No guarantees

Ruuster makes no representation or warranty about your potential earnings. The program is offered as-is. Your actual earnings will depend on the volume and quality of your referrals, prevailing market conditions, and Ruuster's pricing and product offerings, all of which may change.

11.2 Limitation of liability

To the maximum extent permitted by law, neither party will be liable to the other for any indirect, incidental, consequential, special, or punitive damages arising out of or related to this Agreement. Ruuster's total liability under this Agreement, in aggregate, will not exceed the total commissions paid to you in the twelve (12) months preceding the claim.

12. General

12.1 Governing law

This Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in Delaware for any dispute arising out of or related to this Agreement.

12.2 Assignment

You may not assign this Agreement without Ruuster's written consent. Ruuster may assign this Agreement to an affiliate, successor, or acquirer without your consent.

12.3 Entire agreement

This Agreement, together with Your Plan as displayed on your dashboard, is the entire agreement between the parties about the affiliate program and supersedes any prior discussions or agreements on the same subject.

12.4 Severability

If any provision of this Agreement is held unenforceable, the remaining provisions remain in full force.

12.5 No waiver

A failure to enforce any provision is not a waiver of the right to enforce it later.

12.6 Notices

Notices to Ruuster must be sent to legal@ruuster.com. Notices to you may be sent to the email address on file in your dashboard.

By clicking "I accept," you confirm you have read, understood, and agree to be bound by this Agreement on the date of your acceptance.