Last Updated: April 17, 2025

This Partner Program Agreement ("Agreement") constitutes a legally binding agreement between Pantera AI Dynamics Inc., a Delaware corporation ("Company", "We", "Us", or "Our"), and the individual or entity participating in or seeking to participate in the Company’s partner program ("You", "Your", or "Affiliate").

By applying to or participating in the Pantera App Partner Program (the "Program"), You acknowledge that You have read, understood, and agree to be bound by this Agreement, as well as the Company’s standard Terms and Conditions ("User T&Cs") and Privacy Policy, which govern Your use of the Pantera App service ("Service") and are incorporated herein by reference. If You do not agree to this Agreement, You should not participate in the Program.

1.Definitions

Affiliate: An Active Customer who has been accepted into the Pantera App Partner Program in accordance with the terms of this Agreement.

Active Customer: An individual or entity with a current, active, and paid subscription to the "Scale Account" plan (or a designated higher-tier plan) of the Pantera AI Service.

Active MLM Distributor: An individual who represents and, if requested by the Company, can demonstrate active and current participation as an independent distributor in one or more Multi-Level Marketing (MLM) companies listed as recognized by the Company (see Section 2.1).

Add-on Services: Specific features or services offered by the Company, often on a usage-based basis (such as, but not limited to, email verification, email sending, AI content generation, AI image generation), which may be included up to certain limits ("Included Allocations") within a Subscription Plan or may incur Additional Usage Charges. The specific Add-on Services, Included Allocations, and associated fees are detailed in the Pricing Schedule.

Affiliate Link: A unique tracking link provided by Us to You for use in Your promotional activities.

Commission: The amount payable to You, calculated as a percentage of the Commissionable Revenue generated by Qualified Referrals, based on the rates specified in the Commission Schedule.

Commission Schedule: The document, webpage, or section within the Program Dashboard that details the current commission rates, tiered commission structure (4 tiers: 10%, 5%, 5%, 5%), calculation basis, and any specific conditions. The Commission Schedule is incorporated herein by reference and may be updated by Us from time to time.

Commissionable Revenue: The net amount of Subscription Fees (as defined in the User T&Cs) actually received by Us from a Qualified Referral for their subscription to the Service. Explicitly excluded from Commissionable Revenue are: taxes, refunds, chargebacks, transaction fees, Additional Usage Charges for Add-on Services (such as email verification/sending, AI usage, etc.), and any other charges not directly related to the base recurring subscription fee.

Program Dashboard: The online interface provided by Us where Partners can access their Affiliate Link, view performance reports, and manage their account information.

Qualified Referral: A new Active Customer who (i) subscribes to a paid plan of the Pantera AI Service after clicking on Your unique Affiliate Link (within the specified cookie duration period, e.g., 30 days), (ii) is not You or an entity under Your control, (iii) maintains their subscription as active, paid, and in good standing, and (iv) whose subscription and payment are validated by Us at our sole discretion. Self-referrals are strictly prohibited.

Scale Account: The specific subscription plan of the Pantera AI Service designated as "Scale" (or equivalent/higher), as defined in the User T&Cs and the Service Pricing Schedule.

Service: The Pantera App SaaS platform and related offerings provided by the Company.

User T&Cs: The Company’s standard Terms and Conditions governing the use of the Service, available at https://pantera-ai.com/en/terms-and-conditions.

2. Enrollment in the Program ("Customer First" Model)

2.1. Eligibility: To be eligible to apply for and participate in the Program, You must meet both of the following criteria at the time of application and on an ongoing basis:Be an Active Customer (have a current, active, and paid subscription to the Scale plan or higher).

2.2. Application: Active Customers who meet the eligibility criteria may apply to join the Program through the designated process (e.g., within their Pantera AI account). As part of the application, You will be asked to declare Your primary MLM company(ies) and Your distributor identification number(s). Applying to the program is free.

2.3. Verification: You agree that the Company reserves the right to request reasonable proof (e.g., recent commission statement, virtual office screenshot) of Your active MLM Distributor status at any time. Failure to provide such proof when requested may result in the suspension or termination of Your participation in the Program.

2.4. Acceptance: We reserve the right to accept or reject any application at our sole discretion, even if the eligibility criteria are met. Acceptance does not guarantee any level of success or Commission earnings.

2.5. Secure Account: You are responsible for maintaining the security of Your Program account credentials and Your Affiliate Link.

3. Affiliate Obligations and Responsibilities

Ethical Promotion: Use Your best efforts to promote the Service in a positive, ethical, and lawful manner using Your Affiliate Link, primarily within the MLM community and to other distributors who may benefit from the Service for their businesses.

Legal Compliance: Comply with all applicable laws, regulations, and guidelines in Your promotional activities (advertising, endorsements - e.g., FTC guidelines, email marketing - e.g., CAN-SPAM, data privacy).

Clear Disclosures: You MUST clearly and conspicuously disclose Your affiliate relationship with Us near any Affiliate Link or promotion (e.g., by using "#ad", "#sponsored", or stating "As a Pantera App affiliate, I earn from qualifying purchases.").

Maintain Eligibility: You must continuously maintain Your status as an Active Customer (paid Scale plan or higher) and as an Active MLM Distributor (in an accepted MLM company) throughout Your participation. Failure to meet either of these requirements may result in Program suspension or termination and forfeiture of unpaid Commissions.

Prohibited Activities: You agree not to engage in any of the following activities in connection with the Program or the promotion of the Service:Spam: Sending unsolicited commercial emails (spam), unsolicited SMS/text messages, or any other form of unsolicited mass communication that violates applicable laws (such as CAN-SPAM, TCPA).

Misleading Claims: Making false, misleading, or exaggerated statements about the Pantera AI Service, its features, pricing, or the earning potential of the Partner Program. Intellectual Property Infringement: Violating the intellectual property rights of the Company or any third party.

Illegal or Offensive Content: Placing Affiliate Links or promoting the Service on websites or platforms that contain illegal, defamatory, obscene, harassing, violent, discriminatory (based on race, sex, religion, nationality, disability, sexual orientation, or age), or otherwise objectionable material, or that promote illegal activities.

Paid Search (PPC) Bidding on Brands: Bidding on PPC campaigns (e.g., Google Ads, Bing Ads) for keywords that include the Company’s trademarks ("Pantera AI", "Pantera App", etc.), variations, or misspellings thereof. Direct linking (linking directly to the Pantera AI site from a PPC ad using Your Affiliate Link) without providing additional value (such as a review or comparison) is also generally prohibited.

Self-Referrals: Using Your own Affiliate Link to sign up as a customer or to sign up accounts that You directly or indirectly control.

Tracking Fraud (Cookie Stuffing, etc.): Using illegitimate or unethical methods to generate clicks or attribute referrals, including but not limited to cookie stuffing, forced clicks, adware, spyware, hidden iframes.

Unauthorized Discounts or Incentives: Offering rebates, bonuses, coupons, or any other incentives for users to use Your Affiliate Link unless explicitly approved in writing by the Company. Misuse of Domains/Profiles: Registering or using domain names, social media usernames, or similar identifiers that contain the Company’s trademarks or terms that are confusingly similar to the Pantera AI brand.

Promotion via Downloadable Software: Using downloadable software (toolbars, browser extensions, etc.) to promote the Service or to intercept or redirect traffic to Your Affiliate Link.

Violation of Laws: Engaging in any activity that violates any applicable local, state, national, or international laws or regulations.

Unauthorized Warranties: Making representations, warranties, or guarantees about the Service on behalf of the Company that are not expressly authorized by Us. Misleading Comparison: Presenting Pantera AI in a false or misleading light in comparison to competitors.

Focus on Customers: Understanding that the primary goal is to refer paying customers who will use the Pantera AI Service.

4. Company Obligations

Tracking: We will use commercially reasonable efforts to track Qualified Referrals via Your Affiliate Link using our platform. You acknowledge that tracking may not be perfect.

Reporting: We will provide You with access to a Program Dashboard with reports on Qualified Referrals and estimated Commissions (subject to final validation).

Payment: We will pay earned and validated Commissions according to Section 5.

5. Commissions and Payment

Earning: Commissions are earned solely on Commissionable Revenue from Qualified Referrals tracked through Your Affiliate Link and validated by Us.

Structure and Rates: The commission structure is tiered across 4 levels. The specific commission rates (%) for each level are detailed in the Commission Schedule, which forms part of this Agreement. Commissions are calculated by applying the relevant percentage to the Commissionable Revenue generated by the Qualified Referral at the applicable tier in Your referral structure.

Payment Method: Payments will be made via PayPal to the account You provide. It is Your responsibility to keep this information updated and to cover any PayPal fees.

Payment Threshold: Commissions will be paid once Your earned balance reaches a minimum threshold of $20.00 USD. Balances below this will be rolled over to the next payment cycle.

Payment Schedule: Payments for Commissions earned and validated in a calendar month (meeting or exceeding the threshold) will be processed and issued within the first 15 days of the following calendar month (Net-15 payment terms).

Currency: All Commissions are calculated and paid in United States Dollars (USD).

Adjustments (Refunds/Chargebacks): Commissions on transactions that result in refunds, chargebacks, or credits will be deducted from future payments. We may require You to reimburse Us if deductions exceed future payments.

Taxes: You are solely responsible for all taxes associated with the Commissions You receive. You will provide Us with necessary tax information (e.g., W-9/W-8BEN) if requested.

6. Intellectual Property

Limited License: We grant You a limited, non-exclusive, non-transferable, revocable license to use our trademarks, logos, and approved marketing materials ("Company Marks") solely for the purpose of promoting the Service as permitted under this Agreement during Your participation.

Restrictions: You may not alter the Company Marks. You may not use them in a way that implies endorsement beyond being an Affiliate, or in a disparaging manner. All goodwill generated by Your use shall inure solely to the benefit of the Company.

7. Term and Termination

Term: Commences upon acceptance of Your application and continues until terminated by either party.

Termination by You: You may terminate at any time by providing Us with written notice.

Termination by Us: We may terminate at any time, with or without cause, by providing You with notice. Termination may be immediate for breach of this Agreement, violation of laws, prohibited activities, or loss of Your eligibility (e.g., ceasing to be an Active Scale plan Customer or an Active MLM Distributor in an accepted company).

Effect of Termination: Your right to use Marks and Links ceases; You must remove them. We will pay any validated pending Commissions that meet the threshold, subject to adjustments. Sections that by their nature should survive (Confidentiality, Limitation of Liability, Indemnification, etc.) will survive.

8. Relationship of the Parties

You and the Company are independent contractors. This Agreement does not create any partnership, joint venture, agency, franchise, or employment relationship.

9. Confidentiality

You agree to hold confidential all non-public information You may access related to Our business, the Program, or the Service, and to use it only for the purposes of this Agreement.

10. Disclaimer of Warranties

WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE PROGRAM OR THE SERVICE. WE DO NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION OF THE SERVICE, AFFILIATE LINKS, OR OUR TRACKING SYSTEMS.

11. Limitation of Liability

OUR TOTAL AGGREGATE LIABILITY TO YOU WITH RESPECT TO THIS AGREEMENT AND THE PROGRAM WILL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO YOU IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. WE WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES.

12. Indemnification

You agree to indemnify, defend, and hold the Company harmless from any claim arising out of (a) Your participation in the Program, (b) Your breach of this Agreement, (c) Your promotional activities (including lack of disclosures), or (d) Your violation of any applicable laws.

13. Governing Law and Dispute Resolution

This Agreement will be governed by the laws of the State of Delaware, USA. Any dispute will be resolved exclusively through the procedures (including binding arbitration) set forth in the User T&Cs.

14. Modification

We reserve the right to modify this Agreement (including the Commission Schedule and the list of accepted MLMs) at any time by posting the changes on our website or Program Dashboard. If any modification is unacceptable to You, Your sole recourse is to terminate the Agreement. Your continued participation will constitute acceptance of the changes.

15. Miscellaneous

This Agreement (together with the User T&Cs, Privacy Policy, Commission Schedule, and the list of accepted MLMs) constitutes the entire agreement. You may not assign this Agreement without our consent. We may freely assign it.

Language: The original version of this document is written in English. If We provide You with a translation, You agree that the translation is provided for Your convenience only and that the English language version will govern Your relationship with the Company. If there is any contradiction between the English language version and a translated version, the English language version shall take precedence.

BY APPLYING TO OR PARTICIPATING IN THE PANTERA APP PARTNER PROGRAM, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL OF ITS TERMS AND CONDITIONS.