Partner Program Terms

1. Program overview

Tera LLC, doing business as Tera Systems ("Company"), runs a Partner Referral Program ("Program"). It rewards people and organizations ("Partners") who introduce new clients ("Referred Clients"). A Partner earns a commission after the Referred Client has paid the Company, as set out in section 3. The Program is run on PromoteKit, a third-party service, at partners.terasystems.io (the "Partner Portal").

2. Eligibility, sign-up and acceptance

• Anyone 18 or older may apply through the Partner Portal with an accurate name, email and business details.
• By ticking the box to accept these Terms when applying, the Partner agrees to these Terms. These Terms are the full agreement between the Partner and the Company; no separate signature is needed.
• Applications start as Pending. The Company reviews each application, normally within one business day. A Partner receives a referral link and partner code only after the Company approves the application.
• To receive payouts, the Partner connects a Stripe account in the Partner Portal and completes Stripe's identity, bank and tax steps.
• The Company may approve, decline, suspend or close any Partner account at any time (section 9).
• Company employees, contractors and their immediate family are not eligible unless the Company agrees in writing.

3. Commission

• Commission rate: 25% (may change with 30 days' written notice under section 11).
• One-time projects: 25% of the amount paid by the Referred Client (excluding taxes, transaction fees and discounts), paid once.
• Subscriptions: 25% of each subscription payment the Referred Client makes during the first 12 months after their first purchase. Later payments earn no commission.
• When it is earned: when the Referred Client's payment has cleared in Stripe.
• Refunds and chargebacks: if a payment is refunded, reversed or disputed, the commission on it is cancelled. Commissions already paid are deducted from future earnings.

4. Discount for Referred Clients

Referred Clients who arrive through a Partner's referral link, or whom a Partner submits as a lead, receive 15% off at online checkout (for the first 12 months on subscriptions). Commission is calculated on the amount the Referred Client actually pays, after this discount. The Company may change or end this discount with notice under section 11.

5. Payment timing and method

1. The Referred Client's payment clears in Stripe and the commission appears in the Partner Portal.
2. Payouts follow a Net-30 schedule: commissions earned in a calendar month are paid on or after the 30th day of the following month. This covers refunds, disputes and bank checks.
3. Payouts are made in US dollars through Stripe, directly to the bank account the Partner connected. The Company does not see or store the Partner's bank details.
4. A Partner's balance must reach $25 before a payout; smaller balances roll over.
5. Payout fees charged by the payout service are paid by the Company, not deducted from commissions.
6. The Partner receives an email when a referral becomes a client and when a payout is sent.

6. How referrals are tracked

A referral counts when (a) the client first arrives through the Partner's unique referral link, or (b) the Partner submits the client as a lead on terasystems.io/partners using their partner code and email; and the Company did not already know the client (section 7); and the client pays the Company. A referral link keeps attribution for 90 days after the client's first visit. If two Partners refer the same client, the first valid referral counts.

7. Exclusions (no commission)

• Existing clients, or clients engaged in the last 24 months.
• People who had an active conversation with the Company in the 90 days before the referral, as shown in the Company's records.
• Employees, contractors or their immediate family.
• Referrals from paid ads that break the brand rule: Partners may not bid on "Tera Systems", "terasystems.io" or similar terms in paid search or social ads, use them in ad text or display URLs, or present themselves as Tera Systems.
• Self-referrals, or referrals of companies the Partner owns or runs.

8. Leads and privacy

• A Partner may submit a lead only with that person's permission to share their name, email and contact details with the Company. The Company will send the lead one introduction email and may contact them about the services they asked about. The lead is not added to marketing lists without their consent.
• The Partner Portal shows a Partner their own referrals and commissions. Referred Clients' email addresses are hidden from Partners.
• Partner and lead details are kept in the Company's systems and its service providers (including PromoteKit and Stripe) only to run the Program.

9. Approval, suspension and termination

The Company may decline, suspend or close a Partner account at any time, including for fraudulent or self-referrals, submitting leads without permission, spam, false claims about the Company, joining a competitor, or breaking these Terms or the law. On termination for cause, unpaid commissions are forfeited and the referral link is turned off.

10. Taxes and liability

Tax details are collected through Stripe before the first payout. Partners who meet the IRS reporting threshold receive Form 1099-NEC through Stripe. Partners are responsible for their own taxes. The Company is not liable for payout delays caused by client payment delays, chargebacks, Stripe, PromoteKit or technical issues. There is no guaranteed minimum earning. Partners are independent and may not make promises, quotes or contracts on the Company's behalf.

11. Changes to the Program

The Company may change these Terms, including the commission rate and the client discount, with 30 days' written notice, posted in the Partner Portal and emailed to Partners. Continuing in the Program means accepting the updated Terms.

12. Governing law

These Terms are governed by the laws of the State of Connecticut.

13. Contact

Questions about these Terms: peter@terasystems.io. Tera LLC, 8 Norden Pl, Norwalk, CT 06855.