Referral Program Policy

Last Updated: September 10th, 2026

These Referral Program Terms ("Terms") govern participation in the Countercyclical referral program ("Program"). By applying to, joining, or participating in the Program, you ("Affiliate") agree to these Terms.

1. Referral Program

The Program allows approved Partners to earn referral fees by referring eligible customers to Countercyclical ("Company") through the referral links or other tracking methods provided through our referral platform, Dub.

Participation in the Program is subject to approval by Company. Company may accept or reject any application to participate in the Program in its discretion.

Partner must be at least 18 years old and legally capable of entering into a binding agreement. If Partner participates on behalf of a company or other legal entity, the individual accepting these Terms represents that they have authority to bind that entity to these Terms.

2. Referral Attribution

Referrals are tracked and attributed through Dub.

A "Referral" is a prospective customer attributed to Partner through Partner's unique referral link, code, or another tracking mechanism approved by Company.

The Program uses a 90-day attribution window. Referral attribution is determined through Dub based on a 90-day attribution window beginning with the applicable referral interaction. A prospective customer must satisfy Company's applicable attribution requirements within that period to be attributed to Partner.

Referral attribution will be determined using the tracking data maintained through Dub and Company's applicable referral program settings and records.

If more than one Partner or marketing source could claim attribution for the same customer, attribution will be determined according to Company's then-current attribution model configured in Dub. Dub's attribution records, as reasonably reviewed by Company, will control in the event of conflicting attribution claims.

Company reserves the right to reject or adjust a Referral or referral fee in cases of duplicate attribution, self-referral, fraud, abuse, tracking errors, payment errors, or other circumstances in which Company reasonably determines that a Referral or referral fee was incorrectly attributed.

3. Eligible Referrals

A Referral becomes eligible to generate referral fees when the Referral completes its first paid subscription transaction with Company.

Signups, free accounts, free trials, and other non-paid activity do not generate referral fees.

A signup or free account may subsequently become eligible to generate referral fees if the customer converts to a paid subscription and remains attributable to Partner under the Program's applicable attribution rules.

A Referral must satisfy the Program's attribution requirements to qualify for referral fees.

3.1. Existing Customers and Opportunities

A customer is not an eligible Referral if, before the applicable referral interaction, the customer was already a paying customer of Company.

Company may also exclude a prospective customer from eligibility if, before the applicable referral interaction, the prospective customer was already actively engaged in a sales process with Company or had previously been attributed to another source or Partner under Company's applicable attribution rules.

Company's records and the attribution data maintained through Dub will be used to determine eligibility under this section.

4. Referral Fees

Company will pay Partner a referral fee equal to 25% of each Eligible Subscription Payment actually received by Company from a Referral during the Referral's Commission Period.

An "Eligible Subscription Payment" means an amount actually paid to Company for the Referral's monthly or annual paid subscription, excluding:

taxes;
refunds;
credits;
chargebacks;
reversed payments; and
any other amounts not actually retained by Company as subscription revenue.

The "Commission Period" begins on the date of the Referral's first paid subscription transaction and ends immediately before the first anniversary of that date.

Referral fees are calculated based on the amount of each Eligible Subscription Payment actually made during the Commission Period. Accordingly, changes to a Referral's subscription price, including upgrades or downgrades, will increase or decrease the referral fee associated with subsequent Eligible Subscription Payments.

The following rules apply:

Monthly subscriptions may generate a referral fee on each Eligible Subscription Payment made during the Commission Period.

Annual subscriptions may generate a referral fee on the initial Eligible Subscription Payment and on any additional Eligible Subscription Payments, such as an eligible prorated upgrade payment, made during the Commission Period.

An annual renewal occurring on or after the first anniversary of the Referral's first paid subscription transaction does not generate a referral fee.
Signups, free accounts, free trials, and other non-paid activity do not generate referral fees.
The 30-day holding period described below does not extend the Commission Period.
If a Referral cancels or otherwise stops making Eligible Subscription Payments, no further referral fees accrue unless the Referral subsequently resumes making Eligible Subscription Payments during the original Commission Period.

Referral fees apply only to Eligible Subscription Payments made during the Commission Period.

5. Holding Period and Payouts

Each referral fee is subject to a 30-day holding period beginning on the date of the applicable Eligible Subscription Payment.

During the holding period, the referral fee may appear as pending and is not yet eligible for payout.

If an Eligible Subscription Payment is refunded, credited, reversed, charged back, or otherwise invalidated during the holding period, the corresponding referral fee will not become payable.

After the holding period, earned referral fees will become eligible for payout and will be processed through Dub in accordance with Company's applicable payout schedule and Dub's payout procedures.

Partner is responsible for maintaining an eligible Dub account, valid payout method, and any tax, identity-verification, or other information required by Company, Dub, or an applicable payment provider to receive payouts.

If Company pays a referral fee for an Eligible Subscription Payment that is subsequently refunded, credited, reversed, charged back, or otherwise invalidated, Company may deduct or offset the corresponding referral fee against amounts otherwise payable to Partner.

For purposes of these Terms, a referral fee is considered accrued when Company receives the applicable Eligible Subscription Payment, but does not become eligible for payout until completion of the applicable holding period and satisfaction of these Terms.

6. Refunds and Payment Reversals

Customer refunds are governed by Company's applicable subscription and refund policies.

If an Eligible Subscription Payment is refunded, credited, reversed, charged back, or otherwise invalidated, the associated referral fee will not be payable or, if already paid, may be deducted or offset against future amounts payable to Partner.

7. Prohibited Referral Activity

Partner may not:

refer themselves or create accounts for the purpose of generating referral fees;
use fraudulent, deceptive, misleading, or unlawful methods to generate Referrals;
make false or misleading statements about Company or its products or services;
impersonate Company or represent that Partner is an employee, agent, or authorized representative of Company;
use spam or unsolicited communications in violation of applicable law;
manipulate cookies, tracking systems, attribution data, transactions, or accounts to obtain referral fees;
collect, use, disclose, sell, or otherwise process personal information obtained in connection with the Program except as permitted by Company and applicable law;
use deceptive redirects, cookie stuffing, forced clicks, adware, spyware, browser extensions, or other mechanisms designed primarily to generate or manipulate referral attribution;
bid on or purchase search advertising using Company's trademarks or confusingly similar terms without Company's prior written approval; or
engage in conduct intended to generate referral fees without a bona fide customer relationship or transaction.

Company may withhold, reverse, or cancel referral fees associated with prohibited activity, fraud, abuse, or violations of these Terms.

8. Marketing and Disclosures

Partner is responsible for ensuring that its promotion of Company complies with all applicable advertising, endorsement, consumer-protection, privacy, and marketing laws and regulations.

Partner must clearly and conspicuously disclose its financial relationship with Company whenever required by applicable law or regulation, including by making any required affiliate, sponsorship, or endorsement disclosure in close proximity to the applicable promotion or endorsement.

Partner may not make representations, warranties, guarantees, or claims regarding Company or its products or services that Company has not authorized.

9. Intellectual Property

Company retains all right, title, and interest in its trademarks, service marks, names, logos, content, and other intellectual property.

To the extent Company provides Partner with approved brand assets for use in connection with the Program, Company grants Partner a limited, non-exclusive, non-transferable, revocable, royalty-free license to use those assets solely to promote Company through the Program and in accordance with any brand guidelines provided by Company.

Partner must discontinue use of Company's brand assets upon request or upon termination of Partner's participation in the Program.

10. Taxes

Partner is responsible for any income taxes or similar taxes arising from referral fees paid to Partner.

Partner must provide any tax documentation reasonably required by Company, Dub, or an applicable payment provider before receiving payouts.

11. Program Changes

Company may modify the Program or these Terms from time to time, including the Program's eligibility requirements, referral fee structure, attribution rules, holding periods, payout procedures, and other Program rules.

Changes to the referral fee rate or Commission Period will apply only to Referrals whose first paid subscription transaction occurs on or after the effective date of the change. A Referral whose first paid subscription transaction occurred before the effective date of the change will remain subject to the referral fee rate and Commission Period in effect on the date of that transaction.

Company will make the then-current version of these Terms available through the Program or on Company's website and will update the "Last updated" date when these Terms are revised.

If Company makes a material change to these Terms, Company will provide reasonable notice through the Program, by email, or by another reasonable method.

Continued participation in the Program after updated Terms become effective constitutes acceptance of the updated Terms.

12. Suspension and Termination

Either Partner or Company may terminate Partner's participation in the Program at any time by providing written notice to the other party.

Company may immediately suspend or terminate Partner's participation in the Program if Company reasonably determines that Partner has violated these Terms, engaged in fraud, abuse, deceptive or unlawful conduct, manipulated the Program or its attribution systems, or engaged in conduct that could materially harm Company, its customers, or the Program.

Upon termination, Partner will no longer be eligible to receive attribution for new Referrals and must stop presenting itself as a participant in the Program. Partner must also cease any use of Company's brand assets except as otherwise authorized by Company.

Except where Partner is terminated for fraud, abuse, or material breach of these Terms, Referrals whose first paid subscription transaction occurred before the effective date of termination will continue to generate referral fees on Eligible Subscription Payments for the remainder of their applicable Commission Period.

If Partner is terminated for fraud, abuse, or material breach of these Terms, Company may cancel unpaid referral fees associated with the conduct giving rise to the termination and may exclude affected Referrals or transactions from the Program.

Termination does not affect referral fees that became payable before the effective date of termination, except to the extent those referral fees resulted from fraud, abuse, payment reversal, or other activity that was not eligible under these Terms.

13. Independent Contractor

Partner participates in the Program as an independent contractor.

Nothing in these Terms creates an employment, agency, partnership, franchise, fiduciary, or joint venture relationship between Partner and Company. Partner has no authority to enter into agreements or incur obligations on behalf of Company.

14. Disclaimer

Except as expressly provided in these Terms, the Program is provided "as is." To the maximum extent permitted by applicable law, Company disclaims all other warranties, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose, and title.

Company does not guarantee that Partner will earn any particular amount of referral fees or that the Program will remain available for any particular period.

15. Limitation of Liability

To the maximum extent permitted by applicable law, neither Company nor Partner will be liable to the other for lost profits or revenues or for consequential, special, indirect, exemplary, punitive, or incidental damages arising out of or relating to the Program or these Terms.

Except to the extent prohibited by applicable law, each party's total cumulative liability arising out of or relating to the Program or these Terms will not exceed the referral fees paid or payable under the Program during the 12-month period immediately preceding the event giving rise to the claim.

16. Governing Law and Disputes

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles.

Any legal suit, action, or proceeding arising out of or relating to these Terms or the Program will be brought in the state or federal courts located in Delaware, and each party submits to the exclusive jurisdiction of those courts.

17. General Terms

Partner may not assign its rights or obligations under these Terms without Company's prior written consent.

If any provision of these Terms is determined to be invalid or unenforceable, the remaining provisions will remain in effect.

Company's failure to enforce any provision of these Terms does not waive its right to enforce that provision or any other provision later.

These Terms, together with any additional Program terms or policies expressly incorporated by reference, constitute the agreement between Company and Partner regarding participation in the Program.

By applying to or enrolling in the Program through Dub and affirmatively indicating acceptance of these Terms, Partner electronically accepts and agrees to be bound by these Terms. If an individual accepts these Terms on behalf of an entity, that individual represents and warrants that they have authority to bind that entity.