Affiliate Partner Terms

1. Introduction

These Affiliate Partner Terms (“Terms”) apply to affiliate partner agreements concluded and/or performed through the Reditus SaaS partner management platform, located at getreditus.com (“Reditus”), between JackHamr Technologies Ltd., with its principal office at 205-930 Harbourside Drive, North Vancouver, British Columbia, Canada (“JackHamr,” “we,” or “us”), and Reditus users who provide JackHamr with referral services (“Partner,” “you”).

By applying to and enrolling in JackHamr’s affiliate program through Reditus, you agree to be bound by these Terms.

We may amend these Terms at any time. We will notify you of material changes in writing (including by email or through the Reditus platform), and amendments take effect two weeks after notice. If you do not accept an amendment, you may terminate your Partner Agreement effective on the date the amendment takes effect.

2. Definitions

• Account — the account through which you and JackHamr access the Reditus platform.
• Lead — a potential customer directed to JackHamr’s services by you as a result of your Referral Services, for example via a referral link or other agreed referral tool.
• Partner Agreement — the agreement between you and JackHamr formed when you enroll in JackHamr’s affiliate program, of which these Terms form an integral part.
• Partner Program — JackHamr’s affiliate program as published on Reditus.
• Referral Services — the referral services you provide to JackHamr in exchange for commission, as described in these Terms.

3. Enrollment

Enrollment in the Partner Program happens through Reditus: you request to enroll, accept these Terms, and JackHamr accepts your enrollment. JackHamr reviews each application and may decline it at its sole discretion.

Your right to perform Referral Services is non-exclusive — JackHamr may work with other partners or affiliates performing similar activities, and may run its own marketing and promotional activities in parallel. Nothing in the Partner Agreement forms a legal partnership, joint venture, or agency relationship between you and JackHamr. Neither party may enter into agreements on the other’s behalf.

4. Your Obligations as a Partner

When you enroll, Reditus gives you access to referral links and other tools to perform Referral Services. Keep your Reditus account credentials to yourself — don’t share them with third parties.

You agree to:

• Comply with all applicable laws and regulations while performing Referral Services.
• Never perform Referral Services through websites or channels of an unlawful nature.
• Never send unsolicited promotional communications (spam) via email, SMS, or similar channels.
• Follow JackHamr’s reasonable requests and recommendations about how Referral Services are performed.
• Never distort tracking by referring yourself (self-referrals).

You also agree, specifically:

• No brand-term paid ads. You will not buy or bid on keywords in Google Ads (or similar services from other providers) that include any part of JackHamr’s tradename, service marks, or trademarks.
• No competing ads. You will not run search engine ads (especially on JackHamr’s branded terms), Facebook ads, or other paid ads that would compete with JackHamr’s own marketing or confuse customers.

If JackHamr provides you with promotional materials, you may use them as-is but may not alter them, and you must always use the latest version JackHamr provides. When referring potential customers, represent JackHamr honestly — don’t make claims about JackHamr or its services that are misleading or that JackHamr can’t stand behind.

JackHamr may terminate your Partner Agreement immediately, without notice, if you misuse the tools provided to perform or track Referral Services, or if customer feedback indicates your promotional activities are damaging JackHamr’s reputation. Commission rights that accrued before termination for these reasons may lapse at JackHamr’s discretion.

5. Commission and Payment

Commission structure, rates, and payment terms are set out in the Commission Terms section below. Commission is calculated and reported automatically through the Reditus platform, which JackHamr will maintain for the duration of the Partner Agreement.

JackHamr pays commission through the payment method and in the currency specified below. You’re responsible for any taxes owed on your commission — amounts paid are treated as inclusive of VAT and other levies, and any currency-exchange or payment-processing costs are your responsibility.

If commission accrued in a Payment Period is below the Payment Threshold, it carries over to the next Payment Period until the threshold is met. JackHamr will provide a specification of commission due (or carried over) at the end of each Payment Period; you’re responsible for reviewing it and must flag any errors within one week, after which it’s considered final.

6. Term and Termination

Your Partner Agreement starts when your enrollment is accepted and continues indefinitely. Either party may terminate at any time, without cause, with written notice to the other.

If JackHamr terminates without cause, JackHamr will pay a buyout fee calculated as described in the Commission Terms section below.

7. Intellectual Property

Nothing in the Partner Agreement transfers ownership of intellectual property between the parties. JackHamr retains all rights to its services, software, and materials. You retain rights to any information you provide to JackHamr.

JackHamr may reference you (by trade name, trademark, or logo) in its own marketing materials and on its website. In turn, you may use JackHamr’s name and logo solely to perform Referral Services, subject to any usage guidelines JackHamr provides — which you must follow.

8. Liability

JackHamr is liable only for direct damages resulting from its own failure to perform the Partner Agreement — not indirect damages such as lost savings, lost data, lost profit, reputational harm, or business interruption. JackHamr’s total liability is capped at the amount of commission paid to you in the three months before the damage occurred. This cap does not apply if the damage resulted from JackHamr’s intentional misconduct or recklessness. You must notify JackHamr in writing of any damage claim within 30 days of discovering it.

9. Force Majeure

Neither party is liable for failing to perform its obligations, or for any resulting loss or damage, when that failure is due to circumstances beyond its reasonable control — including power or internet outages, network attacks, malware, natural disasters, war, strikes, or supply-chain disruption.

10. Confidentiality

Both parties will keep confidential the terms of the Partner Agreement and any information shared before, during, or after its performance that’s marked confidential or reasonably understood to be confidential — and will hold their employees and contractors to the same standard. This doesn’t apply to information that’s publicly available through no fault of the receiving party, was already known to them, or was independently developed. If either party is legally compelled to disclose confidential information, they’ll give the other advance written notice where possible. On termination, each party will return or destroy the other’s confidential materials on request.

11. Governing Law

These Terms are governed by the laws of the Province of British Columbia, Canada. Any dispute arising from these Terms will be submitted to the competent courts of Vancouver, British Columbia, unless mandatory law requires otherwise.

Written notice under these Terms includes notice given by email or through the Reditus platform, provided the sender’s identity and the message’s integrity can be established. JackHamr’s own records of any communication are treated as authoritative unless you provide evidence to the contrary. If any provision of these Terms is found unenforceable, it will be replaced with an enforceable provision that most closely reflects its original intent, and the rest of the Terms remain in effect. JackHamr may assign the Partner Agreement to a third party (for example, in a merger or sale) without your consent; you may not assign your Partner Agreement without JackHamr’s prior written permission.

12. Commission Terms

Commission rate: 20% of the total value (in USD) of a referred Lead’s eligible purchases, for 12 months from the date of each eligible purchase (the “Commission Period”).

Eligible purchases are JackHamr infrastructure charges billed to the referred customer’s account — compute (CPU/RAM), storage, and platform usage fees.

Eligible purchases exclude LLM/AI model token usage charges. JackHamr bills token usage to customers at direct provider cost with zero markup — it’s a pass-through cost, not JackHamr revenue, so no commission is paid on that portion of a customer’s bill.

You are not entitled to commission:

• on charges that aren’t eligible purchases (see exclusion above);
• for purchases by Leads who came to JackHamr independently, without your referral, and weren’t reported through Reditus;
• if JackHamr hasn’t received payment for the purchase (including in the case of a chargeback);
• if the Lead was already a JackHamr customer before you referred them;
• where the commission resulted from fraud or a violation of these Terms or applicable law.

Buyout fee (if JackHamr terminates without cause): your average monthly commission over the prior three months, multiplied by the months remaining in each active Lead’s Commission Period. If a Lead’s Commission Period is under three months old, the average is calculated over however many months it’s been active.

Payment Period: up to 30 days.

Payment Threshold: $50 USD.

Payment method: Stripe Connect.

13. Contact

If you have questions about these Terms or your affiliate account, contact us at [email protected].