Partner Program Terms of Service

1. Agreement to These Terms

These Partner Program Terms of Service ("Partner Terms") are a binding agreement between you ("you," "Partner," or "Affiliate") and Ngram, a California corporation ("ngram," "we," "us," or "our"), governing your participation in the ngram partner and affiliate program (the "Program"). By enrolling in the Program, accepting these Partner Terms in the PartnerStack platform, or by promoting ngram using a Referral Link, you agree to be bound by these Partner Terms. If you do not agree, do not enroll in or participate in the Program.

If you are enrolling on behalf of an organization, you represent that you have authority to bind that organization to these Partner Terms, and "you" refers to both you and that organization.

These Partner Terms incorporate, and are in addition to, our Terms and Conditions and Privacy Policy. They contain a binding arbitration agreement and class action waiver in Section 21. Please read them carefully.

2. Definitions

• PartnerStack means PartnerStack Inc., the third-party platform we use to administer the Program, including referral tracking, commission calculation, reporting, and payouts.
• Referral Link means the unique tracking link, code, or URL assigned to you through PartnerStack for referring potential customers to ngram.
• Referred Customer means a new customer who clicks your Referral Link, is recorded by PartnerStack within the Attribution Window, and subsequently signs up for and pays for a qualifying ngram subscription.
• Attribution Window means the 60-day cookie window described in Section 6.
• Qualifying Subscription means a paid ngram subscription plan (Basic, Plus, or Pro, monthly or annual) purchased by a Referred Customer and recognized as commissionable in PartnerStack.
• Commission means the amount payable to you for a Referred Customer as described in Section 7.

3. Enrollment & Eligibility

Participation in the Program is subject to our approval, which we may grant or deny at our discretion. We may also suspend or remove any Partner from the Program at any time. To be eligible you must:

• Be at least 18 years of age
• Provide accurate, current, and complete enrollment and payout information, and keep it up to date
• Complete onboarding in PartnerStack, including any required tax and payout documentation
• Not be an employee, contractor, or immediate family member of an employee of ngram, except as expressly authorized in writing
• Comply with these Partner Terms, our Terms and Conditions, and all applicable laws

4. The PartnerStack Platform

We administer the Program through PartnerStack. Referral tracking, commission calculation, reporting, and payouts are handled in the PartnerStack platform, and your use of it is also subject to PartnerStack's own terms of service and privacy policy. You are responsible for reviewing and complying with PartnerStack's terms.

The data shown in your PartnerStack dashboard — including tracked referrals, commission rates, balances, and payout status — is the authoritative record for the Program. In the event of a conflict between these Partner Terms and the configuration shown in PartnerStack, the PartnerStack records govern the calculation and payment of Commissions. We are not responsible for the availability, accuracy, or performance of the PartnerStack platform.

5. License to Promote; Brand & Trademark Use

Subject to your compliance with these Partner Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to use the ngram name, logos, and approved marketing materials solely to promote ngram and refer customers through your Referral Link during your participation in the Program. You may not:

• Modify, alter, or create derivative versions of the ngram name, logos, or marks
• Use ngram's marks in a way that suggests sponsorship, endorsement, partnership, or an official relationship beyond your participation in the Program
• Register or use any domain name, social media handle, app name, business name, or username that contains "ngram" or a confusingly similar term
• Use ngram's marks in a manner that is disparaging, misleading, or that violates these Partner Terms

All goodwill arising from your use of ngram's marks inures to ngram. This license ends automatically when your participation in the Program ends, and we may revoke it or require you to stop using any specific material at any time.

6. Referral Tracking & Attribution

A referral is attributed to you when a potential customer clicks your Referral Link and a tracking cookie is recorded by PartnerStack. The Attribution Window is 60 days from the click. If the customer signs up for and pays for a Qualifying Subscription within that window and the referral is recorded by PartnerStack, you are eligible for a Commission on that Referred Customer.

Attribution uses a last-click model: where more than one Partner or marketing channel is involved, the most recent qualifying Referral Link recorded within the Attribution Window receives credit. Cookie-based tracking can fail or be incomplete for reasons outside our control — including cookie clearing, ad blockers, privacy settings, cross-device journeys, or the customer reaching ngram through a different channel. We rely on PartnerStack's tracking and are not liable for referrals that are not recorded, and no Commission is payable for unrecorded referrals.

Existing ngram customers and accounts, and customers who reach ngram through their own direct, organic, or other non-referral channels, are not eligible referrals. Self-referrals are not permitted (see Section 9).

7. Commissions

For each Referred Customer, you earn a Commission equal to a percentage of the subscription payments ngram actually receives and retains from that customer's Qualifying Subscription. The commission rate depends on the customer's plan tier:

• Basic Plan — 20%
• Plus Plan — 25%
• Pro Plan — 30%

Commission duration. For monthly subscriptions, the applicable rate is paid on the Referred Customer's payments for the first 3 months of the subscription. For annual subscriptions, the applicable rate is paid on the customer's payments over the first 12 months of the subscription. Commissions are earned only on subscription payments actually received and retained by ngram, and only while the subscription remains active.

Commission rates, durations, and eligible plans are configured in PartnerStack and may be updated as described in Section 14. The offers and rates reflected in your PartnerStack dashboard at the time a Referred Customer's payment is recorded govern the Commission for that payment.

8. Payment Terms

• Minimum payout threshold. You must accrue at least $50 in approved Commissions before a payout is issued. Balances below the threshold roll over to the next period until the threshold is met.
• Locking period. Commissions are initially recorded as pending and become payable only after the related customer payment clears our refund and chargeback window. Pending Commissions may be adjusted or reversed during this period as described in Section 9.
• Payout processing. Payouts are processed through PartnerStack on its standard payout schedule, using the payout method you configure in PartnerStack. You must complete all required onboarding and tax documentation before any payout can be issued.
• Currency & fees. Commissions are calculated and paid in U.S. dollars unless otherwise stated. You are responsible for any payment-processing, conversion, or withdrawal fees charged by PartnerStack or your payout provider.
• Taxes. You are solely responsible for all taxes on Commissions you receive. We or PartnerStack may issue tax documentation where required by law.

9. Commission Reversals, Clawbacks & Adjustments

We may reverse, void, withhold, or claw back any Commission, before or after payout, in any of the following circumstances:

• The Referred Customer's payment is refunded, charged back, disputed, cancelled, or otherwise not retained by ngram
• The subscription is downgraded, the customer churns, or the payment is later determined to be ineligible or fraudulent
• The referral resulted from a self-referral, a duplicate or fake account, or any prohibited promotion method (Section 10)
• The Commission was paid in error, double-counted, or miscalculated
• You breach these Partner Terms or our Terms and Conditions

If a reversal occurs after payout, we may offset the amount against your future Commissions or, where future Commissions are insufficient, require repayment. A negative balance may be carried forward and netted against future earnings.

10. Prohibited Promotion Methods

You agree not to use any of the following methods to promote ngram or generate referrals. Doing so may result in forfeiture of Commissions, removal from the Program, and clawback of amounts already paid:

• Brand bidding / trademark PPC. Bidding on "ngram" or its variations, misspellings, or confusingly similar terms in paid search or other paid advertising; using ngram's trademarks in ad copy, display URLs, or ad domains; or direct-linking paid ads to ngram.com without our prior written approval.
• Typosquatting & impersonation. Registering domains, subdomains, social accounts, pages, or apps containing ngram's marks; operating fake "official" ngram pages, support channels, or login pages; or otherwise posing as ngram.
• Cookie stuffing & forced clicks. Cookie stuffing, forced or hidden clicks, iframe injection, auto-redirects, pop-unders, or any technique that drops a tracking cookie without a genuine, intentional click.
• Self-referrals. Referring yourself, your own accounts, accounts you control, or the accounts of employees or immediate family, or arranging for others to sign up on your behalf to earn Commissions.
• Spam. Unsolicited email (in violation of CAN-SPAM or equivalent laws), SMS, messaging, comment spam, forum spam, or posting your Referral Link where it is not permitted.
• Unauthorized coupon, deal & cashback activity. Publishing fake, expired, or unauthorized coupon or discount codes; "coupon leak" tactics; or promoting through loyalty, rewards, cashback, or paid-to-signup sites without our prior written approval.
• False or misleading claims. Making false, misleading, or unsubstantiated statements about ngram, its pricing, features, performance, or guarantees; publishing fake reviews or testimonials; or making earnings or results claims on ngram's behalf.
• Malicious or low-quality channels. Adware, malware, browser toolbars or extensions that inject links, bots, or other deceptive software; or promotion on sites containing illegal, adult, hateful, violent, or infringing content.
• Fraud & tracking manipulation. Falsifying referral data, generating fake or non-genuine traffic or signups, or otherwise manipulating tracking or Commission calculations.

11. Compliance & Disclosure Obligations

You are responsible for complying with all laws and platform rules applicable to your promotion of ngram, including advertising, marketing, email, privacy, and consumer-protection laws. In particular, you must:

• Clearly and conspicuously disclose your affiliate or paid relationship with ngram wherever you promote it, as required by the FTC Endorsement Guides and equivalent rules in your jurisdiction
• Comply with CAN-SPAM, the GDPR/UK GDPR, CCPA/CPRA, and other applicable email, privacy, and data-protection laws when contacting or tracking prospects
• Comply with the terms and advertising policies of any platform you use (such as search engines, social networks, and ad networks)
• Present ngram's product, pricing, and features accurately and only as we describe them

12. Independent Relationship; No Authority

You are an independent contractor participating in the Program. Nothing in these Partner Terms creates an employment, agency, partnership, joint venture, or franchise relationship between you and ngram. You have no authority to make any representation, warranty, commitment, or agreement on behalf of ngram, or to bind ngram in any way. You are responsible for your own business expenses, equipment, and taxes.

13. Confidentiality

In connection with the Program you may receive non-public information about ngram, including unreleased features, pricing, program terms, and performance data. You agree to keep such information confidential and to use it solely to participate in the Program, except where it is or becomes public through no fault of yours or where disclosure is required by law.

14. Changes to the Program & These Terms

We may modify the Program at any time, including changing or discontinuing commission rates, durations, eligible plans, the Attribution Window, payout thresholds, or these Partner Terms. For material changes, we will use reasonable efforts to provide notice by email or through PartnerStack. Changes apply prospectively — they affect referrals and payments recorded after the change takes effect — and your continued participation in the Program after a change constitutes acceptance. We may also discontinue the Program entirely; Commissions properly earned and approved before the Program ends will be paid in accordance with Section 8.

15. Term & Termination

Either party may terminate your participation in the Program at any time, for any reason, through PartnerStack or by written notice. We may suspend or terminate your participation immediately if we believe you have violated these Partner Terms, engaged in fraud or a prohibited promotion method, or harmed ngram's brand or customers.

Upon termination, your license to promote ngram and use its marks ends, and you must stop using your Referral Link and all ngram materials. Commissions that are properly earned, approved, and not subject to reversal as of the termination date will be paid in the normal course, subject to the minimum payout threshold. We may withhold or forfeit pending or unpaid Commissions if termination is due to your breach, fraud, or a prohibited promotion method.

16. No Guarantee of Earnings

Participation in the Program does not guarantee any level of referrals, Commissions, or earnings. Any figures or examples are illustrative only and are not a promise of results. Your earnings depend on factors outside our control, including your own promotion efforts and the decisions of potential customers.

17. Disclaimers of Warranty

THE PROGRAM AND THE PARTNERSTACK PLATFORM ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NGRAM DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND DOES NOT WARRANT THAT THE PROGRAM, REFERRAL TRACKING, OR PAYOUTS WILL BE UNINTERRUPTED, ERROR-FREE, OR ACCURATE.

18. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NGRAM AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR LOST COMMISSIONS, ARISING OUT OF OR RELATED TO THE PROGRAM OR THESE PARTNER TERMS. OUR AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THE PROGRAM SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL COMMISSIONS WE PAID YOU IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

19. Indemnification

You agree to defend, indemnify, and hold harmless ngram and its officers, directors, employees, agents, and affiliates from and against any third-party claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your promotion of ngram and your marketing methods; (b) your violation of these Partner Terms, the prohibited promotion methods, or any disclosure obligation; or (c) your violation of any law or any right of a third party, including intellectual property, publicity, or privacy rights.

20. Governing Law

These Partner Terms are governed by the laws of the State of California, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

21. Dispute Resolution; Arbitration; Class Action Waiver

Please read this section carefully. It affects your legal rights.

Informal resolution. Before filing any claim, you agree to first reach out through our contact page with a written description of the dispute and your contact information, and to negotiate in good faith for at least 60 days.

Binding individual arbitration. Any dispute, claim, or controversy arising out of or relating to the Program or these Partner Terms that is not resolved informally will be resolved by binding individual arbitration administered by JAMS under its Streamlined Arbitration Rules and Procedures, in San Francisco, California, before a single arbitrator. The Federal Arbitration Act governs the interpretation and enforcement of this provision. Judgment on the award may be entered in any court of competent jurisdiction.

Class action waiver. You and ngram agree to bring claims only in an individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. The arbitrator may not consolidate more than one person's claims and may not preside over any form of representative or class proceeding. You and ngram waive the right to a trial by jury.

30-day opt-out. You may opt out of this arbitration agreement by sending a written notice through our contact page within 30 days of first accepting these Partner Terms, including your name, account email, and a clear statement that you opt out. Opting out does not affect any other provision of these Partner Terms.

Exceptions. Either party may bring an individual action in small-claims court for claims within that court's jurisdiction, and either party may seek injunctive or other equitable relief in court to protect intellectual property rights.

22. General Provisions

• Entire agreement. These Partner Terms, together with our Terms and Conditions and Privacy Policy, are the entire agreement between you and ngram regarding the Program.
• Severability. If any provision is found unenforceable, it will be modified to the minimum extent necessary and the rest will remain in effect.
• No waiver. Our failure to enforce any provision is not a waiver of our right to do so later.
• Assignment. You may not assign these Partner Terms without our consent. We may assign them in connection with a merger, acquisition, or sale of assets.
• Notices. We may send notices to your account email, through PartnerStack, or in-product. You may send notices to us through our contact page.
• Survival. Sections that by their nature should survive termination (including Sections 9, 13, 17–21) survive.

23. Contact Us

Questions about the Program or these Partner Terms should be sent through our contact page. To learn more about partnering with ngram, visit our Partner Program page.