1 Agreement Overview

This Partner Program Agreement ("Agreement") is entered into between Heroic Public Benefit Corporation ("Company," "Heroic," "we," or "us") and the individual or entity ("Partner," "you") who applies and is accepted into the Heroic Partner Program ("Program").

This Agreement governs your participation in the Program, including how you promote Heroic products, how commissions are earned and paid, and the responsibilities of both parties.

By participating in the Program, you acknowledge that you have read, understood, and agree to be bound by these terms. You should consider consulting legal counsel before agreeing.

 

2 Eligibility & Enrollment Updated

Participation in the Heroic Partner Program is by application + invitation. Heroic reserves the right to accept or reject any application at its sole discretion.

• Applicants must be at least 18 years of age.
• Applicants must have access to an audience relevant to Heroic's mission and products.
• Applications are reviewed by the Head of Partnerships (TG).
• Strategic partners may be invited directly by the Heroic leadership team.
• Heroic may also accept partners through its customer-to-partner pipeline (existing Heroic customers who want to promote the brand).

There are no geographic restrictions. The Program is open globally.

For purposes of this Agreement, an "Active Partner" is a Partner who has generated at least one qualifying commission in the preceding 12-month period and remains in good standing.

 

3 Commission Structure Updated

The Heroic Partner Program uses a tiered commission structure based on cumulative referral volume. Partners can earn up to 50% commission on eligible digital products, with up to 5% override/sub-affiliate commission at higher tiers. Any override commissions are included within, and not in addition to, the maximum stated commission rates. Commissions are calculated on net revenue received by Heroic, defined as gross purchase price less refunds, chargebacks, payment processing fees, discounts, and applicable taxes.

Eligible Products & Rates: Commissions apply to eligible digital products across the Heroic product suite. A complete list of eligible products, pricing, per-product commission rates, tier levels, qualification thresholds, and override structures is available in your Partner Dashboard (Dub.co) upon acceptance into the Program.

Product Eligibility: Heroic reserves the right to designate which products, services, or offers are eligible for commission under the Program. Certain products, including but not limited to enterprise offerings, select premium programs, live events, or limited-time promotions, may be excluded from commission or subject to different commission rates. All eligible products and applicable rates will be clearly identified in the Partner Dashboard. Heroic may update product eligibility from time to time with reasonable notice to active Partners. Changes will not apply retroactively to commissions already earned.

Tier Advancement: Tiers are based on cumulative volume (total qualifying sales over time). Once a tier is earned, it is maintained subject to periodic review based on program engagement.

Commission Period: New Partners earn commissions on all qualifying purchases made by their referred customers within a 12-month window from the date of the customer's initial referred purchase. This includes any upsells or additional product purchases the customer makes within that 12-month period across the full value ladder. Heroic may designate certain products or tiers as non-commissionable.

Heroic reserves the right to modify the commission structure with 30 days written notice to all active Partners.

 

4 Tracking & Attribution Updated

All referrals are tracked through unique Partner links provided via Dub.co, the Program's tracking and attribution platform.

• Attribution Model: First-touch. The Partner whose link a customer first clicks receives credit for the referral, regardless of subsequent clicks on other Partner links.
• Cookie Window: 60 days. If a customer clicks a Partner's link and completes a purchase within 60 days, the Partner receives commission credit.
• Dashboard Access: Partners have real-time access to their performance data through the Dub.co partner dashboard, including clicks, conversions, commissions earned, and payout history.

Disputes: In the event of an attribution dispute, Heroic will review first-touch data in Dub.co. The original referring Partner (first click) receives credit. Only one Partner receives commission per customer. Heroic's determination is final. Heroic's tracking data is the system of record for all commission calculations and attribution decisions.

Partners may not purchase through their own referral links to earn commissions on personal purchases. Self-referral activity will result in commission forfeiture and potential program removal.

5 Payment Terms Updated

• Payout Schedule: Commissions are paid twice monthly, on the 10th and 25th of each month.
• Provisioning Window: 30 days. Commissions are paid only on amounts actually received by Heroic. Commissions become eligible for payout 30 days after the qualifying sale. This allows for refund processing and fraud detection.
• Minimum Payout: None currently. Any earned commission amount is paid on the next scheduled payout date. Heroic reserves the right to introduce a minimum payout threshold with 30 days notice.
• Payment Method: Payouts are processed via Stripe through the Dub.co platform. Partners must maintain valid payment information on file.
• Currency: All commissions are calculated and paid in USD.
• Tax Responsibility: Partners are independent contractors and are solely responsible for reporting and paying all applicable taxes on commission income. Partners may be required to submit W-9 (US) or W-8BEN (international) forms before receiving payouts.

Refund & Clawback Policy: If a referred customer receives a refund, cancels a purchase, or initiates a chargeback, the associated commission will be deducted from the Partner's future payouts. The 30-day provisioning window is designed to catch most refunds before commission is paid. If a customer's payment plan goes to collections or remains delinquent for more than 4 weeks, commission payments for that customer cease. Heroic reserves the right to withhold or reverse commissions generated through fraudulent, deceptive, or non-compliant activity.

6 Partner Obligations

By participating in the Heroic Partner Program, you agree to:

• Promote Heroic products ethically, accurately, and in alignment with Heroic's mission and brand values.
• Use only Heroic-approved materials, messaging, and promotional assets that are consistent with the brand.
• Direct potential customers exclusively through your unique Partner tracking link(s).
• Comply with all applicable laws, including the FTC Guidelines on endorsements and the CAN-SPAM Act.
• Disclose your affiliate relationship in all promotions, as required by FTC guidelines.
• Use Partner links only on properties you own or control: your website, email list, social media accounts, and paid advertising (subject to restrictions below).
• Not send unsolicited emails, bulk messages, or any communication that could be classified as spam.
• Not post Partner links on websites or platforms you do not own, except for social media posts on your own accounts.

Paid Advertising Restrictions: New

• No brand keyword bidding on Google Ads, Meta/Facebook Ads, or any paid search/social platform using "Heroic," "PhilosophersNotes," "Philosopher's Notes," "Brian Johnson Heroic," or any variation of Heroic brand terms.
• Partners MAY run paid ads to their own content (blog posts, videos, landing pages) that naturally link to their Partner URL, provided the ad itself does not use Heroic brand terms in the ad copy, headlines, or targeting keywords.

Inappropriate Conduct: The following will result in immediate review and potential removal from the Program:

• Communication that is unethical in intent or content.
• Promotion that involves discrimination based on any protected characteristic.
• Use of unlawful material or intellectual property violations.
• Offering cash incentives, unauthorized discounts, or rebates as a promotion tactic.
• Misuse of Heroic's videos, images, brand assets, or likeness in misleading ways.
• Any activity Heroic deems inappropriate at its sole discretion.
• Heroic reserves the right to audit Partner activity for compliance with this Agreement.

7 Company Obligations New

Heroic commits to providing Partners with:

• Accurate, real-time tracking and reporting via the Dub.co partner dashboard.
• Timely commission payments on the published schedule (10th and 25th of each month).
• Promotional assets, swipe copy, and co-branded resources via Partner HQ.
• A twice-monthly partner newsletter with program updates, tips, and performance highlights.
• Dedicated support via [email protected].
• A minimum of 30 days written notice before any material changes to commission rates, tier structure, or payout terms.

8 Partner Benefits New

Active Partners in good standing may be eligible for:

• Partner discounts on Heroic products and programs.
• Quarterly incentives including recognition, bonuses, and exclusive experiences for top-performing Partners.
• Referral bounties and bonuses for specific milestones and program achievements.

Specific incentive details, eligibility criteria, and current offerings are available in your Partner Dashboard and communicated via the Partner newsletter. Incentive programs may be updated from time to time at Heroic's discretion.

9 Intellectual Property & Brand Usage

The Partner acknowledges Heroic's ownership of all copyrights, trademarks, trade secrets, patents, and other intellectual property ("Company IP").

Heroic grants the Partner a non-exclusive, non-transferable, revocable license to use Heroic's brand assets (logos, approved graphics, and promotional materials) solely in connection with authorized promotional activities under this Program.

• No modification of Heroic brand assets is permitted without written approval.
• This license is valid only while the Partner is in good standing.
• Heroic reserves the right to review any Partner promotion and request changes or removal.
• Unauthorized use of Company IP constitutes infringement and may result in legal action.

The Partner grants Heroic a non-exclusive license to use the Partner's name, likeness, trademarks, and business branding to advertise the Partner Program (e.g., in Partner spotlights, newsletters, and case studies).

10 Non-Exclusivity

This Agreement does not create an exclusive relationship. The Partner may promote other products and services, including those that may compete with Heroic. Heroic may engage any number of Partners and may work with any individual or company it chooses.

The Partner is an independent contractor and not an employee, agent, partner, or joint venturer of Heroic. Nothing in this Agreement creates any employment, agency, partnership, or franchise relationship. Partner retains full discretion over how and when to promote, subject to compliance with this Agreement.

11 Confidentiality

• Program terms, commission rates, internal performance data, and strategic program information are confidential.
• Partners may not share specific program details, commission structures, or internal data publicly without written approval from Heroic.
• This confidentiality obligation applies during and after participation in the Program.

12 Term, Termination & Suspension

This Agreement begins upon Heroic's acceptance of the Partner's application and continues until terminated by either party.

Termination:

Either party may terminate this Agreement at any time, with or without cause, by providing written notice to the other party.

Immediate Termination:

Heroic may terminate a Partner immediately and without notice for:

• Fraud, misrepresentation, or deceptive practices.
• Violation of any term of this Agreement.
• Violation of intellectual property rights.
• Failure to comply with applicable laws.
• Publishing or distributing illegal, harmful, or defamatory material.
• Brand keyword bidding in violation of Section 6.

 

Post-Termination: Upon termination, all pending commissions for previously qualified sales will be paid on the next scheduled payout date. The Partner must remove all tracking links, promotional materials, and Heroic brand assets within 30 days. No commissions are earned on referrals made after the termination date.

Violation of Agreement terms may result in forfeiture of all rights under this Agreement, including unclaimed payouts.

13 Earnings Disclaimer

You accept and agree that you are fully responsible for your progress and results from your participation in this Program. Heroic offers no representations, warranties, or guarantees regarding earnings or results. Results vary significantly by Partner based on audience, effort, and promotional approach.

Any examples of earnings or results shared by Heroic (on its website, in communications, or in promotional materials) are for illustration only and are not guarantees. Heroic does not provide legal, medical, psychological, or financial advice through this Program.

14 Indemnification & Limitation of Liability

The Partner shall defend, indemnify, and hold harmless Heroic, its officers, employees, contractors, directors, related entities, trustees, affiliates, and successors from and against any and all liabilities, claims, damages, judgments, settlements, investigations, costs, and attorney fees arising from the Partner's promotional activities, use of Company IP, or breach of this Agreement.

Heroic shall not be liable for indirect, incidental, special, consequential, or punitive damages arising from the Partner's participation in the Program. Heroic's total liability under this Agreement is limited to the total commissions earned by the Partner in the 12 months preceding the claim.

Heroic is not liable for platform downtime, tracking errors, or service interruptions beyond its reasonable control.

15 Force Majeure

In the event that any cause beyond the reasonable control of either party, including but not limited to acts of God, war, curtailment or interruption of transportation facilities, threats or acts of terrorism, a pandemic, government action, labor strike, or civil disturbance, makes performance inadvisable, illegal, or impossible, the affected party's performance obligations shall be extended without liability for the duration of such event.

16 Modifications

Heroic may modify this Agreement from time to time. Material changes to commission rates, tier structure, or payout terms require a minimum of 30 days written notice to all active Partners. Continued participation in the Program after the notice period constitutes acceptance of the modified terms.

Non-material updates (clarifications, formatting, additional products) may be made at any time and will be communicated via the Partner newsletter or [email protected].

17 Governing Law & Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of Texas.

Any disputes arising under or related to this Agreement shall be resolved through binding arbitration, with the arbitrator's decision being final. This Agreement binds the parties, their heirs, successors, assigns, and personal representatives.