Partner Program Agreement

Parties and Effective Date

This InstantFlow Partner Program Agreement (this "Agreement") is entered into between:

• Instantflow Limited, a company incorporated in Hong Kong ("InstantFlow", "we", "us," or "our"); and
• The individual or entity that completes the Partner registration process described at instantflow.io/partners (the "Program") ("Partner," "you," or "your").

InstantFlow and Partner are each a "Party" and together the "Parties."

By clicking "Apply," submitting the Partner application, or otherwise participating in the Program, Partner agrees to be bound by this Agreement as of the date that application is approved (the "Effective Date").

Definitions

Capitalized terms have the meanings given below or where first defined elsewhere in this Agreement.

• Attribution Window. The 60-day period described in Section 4.2, measured from a Referred User's most recent qualifying click on a Tracking Link, during which a resulting sign-up is credited to Partner.
• Commission. The recurring compensation payable to Partner under Section 5, calculated on Subscription Fees actually collected from a Referred Customer.
• Confidential Information. Non-public information disclosed by either Party in connection with this Agreement that is designated confidential or that a reasonable person would understand to be confidential given its nature, as further described in Section 8.
• Marketing Materials. Logos, banners, copy blocks, brand assets, and other promotional content InstantFlow makes available to Partner through the partner portal or otherwise.
• Referred Customer. A person or entity that becomes a paying InstantFlow subscriber as a result of a Referral, and that is not excluded under Section 4.4.
• Referral. A prospective customer's visit to InstantFlow's sign-up flow via a Tracking Link, or another attribution method InstantFlow approves in writing.
• Subscription Fees. The net amount InstantFlow actually receives from a Referred Customer for a paid InstantFlow subscription, excluding taxes, refunds, chargebacks, credits, discounts, and one-time or professional-service fees unless InstantFlow designates otherwise in writing.
• Tracking Link. The unique referral link, code, or coupon InstantFlow assigns to Partner to attribute Referrals.

Appointment; Nature of the Relationship

3.1 Non-exclusive appointment

InstantFlow appoints Partner as a non-exclusive referral partner to promote InstantFlow's products under the terms of this Agreement. This appointment is non-exclusive and non-territorial: InstantFlow may appoint other partners at any time, on the same, better, or worse terms, without notice to Partner.

3.2 No agency, no authority to bind

Partner has no authority to make representations, promises, or commitments on InstantFlow's behalf, to negotiate or enter contracts for InstantFlow, or to bind InstantFlow in any way. Partner will not represent itself as an employee, agent, franchisee, or joint venturer of InstantFlow, and will not state or imply that InstantFlow endorses Partner's own products or services.

3.3 Partner is free to promote other products

This Agreement does not restrict Partner from promoting, referring, or reselling any other company's products or services, including products that compete with InstantFlow, before, during, or after Partner's participation in the Program.

Referral Mechanics and Attribution

4.1 Tracking Links

InstantFlow will issue Partner one or more Tracking Links through the partner portal. Partner must use only the Tracking Links InstantFlow issues to it and must not alter, mask, or redirect them in a way that obscures their origin or destination.

4.2 60-day, last-click attribution

A sign-up is credited to Partner if the customer completes a paid InstantFlow sign-up within 60 days of their most recent qualifying click on Partner's Tracking Link (the Attribution Window). If a customer clicks Tracking Links belonging to more than one partner before signing up, the last qualifying click within the Attribution Window controls.

4.3 InstantFlow's tracking records control

InstantFlow's tracking system is the authoritative source for determining whether, and to whom, a Referral is attributed, absent manifest error. InstantFlow will make reasonable efforts to make referral and commission data available to Partner through the partner portal.

4.4 Referrals that do not qualify

The following do not count as Referred Customers and generate no Commission:

• Sign-ups by Partner itself, or by Partner's own employees, owners, or immediate family members ("self-referrals");
• Prospects who were already an InstantFlow customer, or already in active discussion with InstantFlow's sales team, in the 90 days before the qualifying click;
• Sign-ups generated through any practice prohibited under Section 9.3; and
• Internal, test, or demo accounts InstantFlow identifies as such.

Commission

5.1 Commission rate

Partner earns recurring Commission on Subscription Fees collected from each Referred Customer for as long as that customer remains an active, paying InstantFlow subscriber, at the following rates:

Partner's tier is reassessed monthly based on the number of active Referred Customers at that time. A tier change applies prospectively to Commission earned after the change; it does not reduce Commission already earned.

5.2 What Commission is calculated on

Commission is calculated on Subscription Fees only — net of taxes, refunds, chargebacks, credits, and discounts. Unless InstantFlow states otherwise in writing, one-time fees (such as setup or professional-service fees) do not generate Commission.

5.3 Changes to commission rates

InstantFlow may change the commission rates or tier structure on 30 days' written notice (email or partner-portal notice is sufficient). Changes apply only to Commission earned after the change takes effect; they do not reduce Commission already earned and unpaid.

Payments

6.1 Payout schedule

InstantFlow pays out automatically each month, provided Partner's cleared, available balance exceeds HKD 500 (or the equivalent in Partner's chosen payout currency). Balances below that threshold roll over to the following month.

6.2 Currencies

Partner may choose to be paid in HKD, USD, EUR, GBP, SGD, or JPY. If Commission is earned in a different currency, InstantFlow will convert it at a commercially reasonable prevailing exchange rate at the time of payout.

6.3 Payment method

Payments are made via bank transfer, processed through InstantFlow's designated payment provider, to the account details Partner provides. Partner is responsible for keeping its payment details accurate and current, and for any fees its own bank or payment provider charges.

6.4 Taxes

Partner is solely responsible for any taxes owed on its Commission income. Where required by law, InstantFlow may withhold applicable taxes from a payout and will provide Partner with any tax documentation InstantFlow is required to issue. InstantFlow may request tax forms (for example a W-9, W-8BEN, or local equivalent) before releasing payment, and may delay payout until valid forms are provided.

6.5 Refunds, chargebacks, and clawbacks

If a Referred Customer's payment is refunded, charged back, or reversed for any reason, InstantFlow may deduct the corresponding Commission from Partner's current or future balance. If Partner's balance is insufficient, or the relationship has ended, InstantFlow may invoice Partner for the amount and Partner agrees to pay it within 30 days.

6.6 Payment disputes

Partner must notify InstantFlow of any discrepancy in a payout within 90 days of that payout. Discrepancies raised after that period are waived.

Marketing Materials and Trademark License

7.1 License grant

Subject to this Agreement, InstantFlow grants Partner a limited, non-exclusive, non-transferable, revocable license to use InstantFlow's trademarks, logos, and Marketing Materials solely to promote the Program, in accordance with InstantFlow's brand guidelines as made available in the partner portal and updated from time to time.

7.2 Restrictions on use

Partner will not modify InstantFlow's trademarks or logos, use them in a way that is false, misleading, or disparaging, or use them in a way that implies a broader relationship (such as employment, partnership, or joint venture) than the referral relationship described in this Agreement.

7.3 Partner-created content

Partner may create its own content promoting InstantFlow, provided it is accurate, not misleading, and includes any disclosures required under Section 9.2.

7.4 Reservation of rights

All intellectual property in InstantFlow, the Marketing Materials, and the Program remains InstantFlow's exclusive property. No rights are granted except as expressly stated in this Section. Partner grants InstantFlow a limited, revocable license to display Partner's name and logo (with Partner's consent) for Program administration purposes, such as a partner directory.

Confidentiality

8.1 Obligation

Each Party will use the other Party's Confidential Information only to perform this Agreement, will protect it with at least the same care it uses for its own confidential information (and no less than reasonable care), and will not disclose it to third parties except to employees, contractors, or advisors who need to know it and are bound by confidentiality obligations at least as protective as this Section.

8.2 Exclusions

These obligations do not apply to information that is or becomes public through no fault of the receiving Party, was already known to the receiving Party without a duty of confidentiality, is independently developed without reference to the disclosing Party's information, or is rightfully received from a third party without restriction. A Party may disclose Confidential Information if legally compelled to, provided it gives the other Party reasonable advance notice where legally permitted.

8.3 Survival

This Section survives termination of this Agreement for three years, except that obligations relating to trade secrets survive for as long as the information remains a trade secret under applicable law.

Partner Responsibilities and Compliance

9.1 Accurate promotion

Partner will represent InstantFlow's products, pricing, and features accurately and will not make claims about InstantFlow that InstantFlow has not authorized.

9.2 Required disclosures

Partner must clearly and conspicuously disclose its financial relationship with InstantFlow wherever it promotes InstantFlow, in accordance with applicable advertising and consumer-protection law in the markets where it promotes (for example, the FTC Endorsement Guides in the United States, and equivalent rules elsewhere).

9.3 Prohibited practices

Partner will not:

• Send spam or unsolicited bulk communications in violation of applicable law (for example, CAN-SPAM or equivalent anti-spam laws);
• Bid on InstantFlow's trademarks or confusingly similar terms in paid search advertising, or register domain names confusingly similar to InstantFlow's brand;
• Use cookie-stuffing, forced clicks, malware, browser extensions, incentivized or pay-to-click schemes, or other techniques that manipulate attribution or referral tracking;
• Offer unauthorized discounts, rebates, or cashback conditioned on using Partner's Tracking Link, without InstantFlow's prior written consent;
• Post or distribute content that is unlawful, defamatory, discriminatory, sexually explicit, or infringing; or
• Misrepresent its affiliation with InstantFlow or imply an endorsement, partnership, or authority it does not have.

9.4 General compliance

Partner will comply with all laws applicable to its participation in the Program, including data protection, advertising, and anti-spam laws in the jurisdictions where it operates or promotes.

Data Protection and Privacy

10.1 Compliance

Each Party will comply with applicable data protection law (for example, Hong Kong's Personal Data (Privacy) Ordinance, the EU/UK GDPR, or other applicable regimes) with respect to personal data processed in connection with the Program.

10.2 Tracking technology

Referral tracking may use cookies or similar technologies. Partner is responsible for ensuring its own website and promotional channels display legally adequate notices and obtain any consents required for tracking technology deployed on Partner's own properties.

10.3 No access to customer accounts

InstantFlow processes Referred Customer data as described in InstantFlow's Privacy Policy. Partner will not attempt to access a Referred Customer's account or personal data beyond the aggregate referral and commission reporting made available in the partner portal.

Intellectual Property

11.1 Ownership

Each Party retains ownership of its intellectual property that existed before this Agreement, and this Agreement does not transfer ownership of either Party's intellectual property except as expressly licensed in Section 7.

11.2 Feedback

If Partner voluntarily gives InstantFlow feedback or suggestions about InstantFlow's product or the Program, InstantFlow may use that feedback without restriction or compensation to Partner. This does not apply to Partner's own proprietary marketing materials, which remain Partner's property.

Term and Termination

12.1 Term

This Agreement begins on the Effective Date and continues until terminated as described below.

12.2 Termination for convenience

Either Party may terminate this Agreement at any time, for any reason, on 30 days' written notice given in accordance with Section 19.3.

12.3 Termination for cause

InstantFlow may suspend or terminate this Agreement if Partner breaches Section 9 (Partner Responsibilities and Compliance) or materially breaches Section 8 (Confidentiality) and does not cure the breach within 15 days of written notice, except that InstantFlow may terminate immediately without a cure period for fraud, or for a breach that poses a security or legal risk. This mirrors the cure period InstantFlow's customers receive under the Subscription Agreement.

12.4 Effect of termination — Commission

• Termination by InstantFlow for convenience. If InstantFlow terminates this Agreement under Section 12.2, Commission continues to accrue and be paid, at the rate in effect on the termination date, on Referred Customers who remain active, paying subscribers — consistent with the recurring, "month after month" commission described in the Program. InstantFlow may end these ongoing payments on 12 months' notice if it discontinues the Program for all partners.
• Termination by Partner. If Partner terminates this Agreement under Section 12.2 — that is, Partner decides to leave the Program — Commission stops accruing as of the termination date. InstantFlow will still pay any Commission Partner already earned and unpaid as of that date, in accordance with Section 6.
• Termination for cause. If this Agreement ends under Section 12.3, InstantFlow may immediately stop all future Commission payments, and may withhold accrued but unpaid Commission to the extent of documented losses caused by the breach, in addition to any other remedies available to it.

12.5 Other effects of termination

On termination, Partner must immediately stop using the Marketing Materials and remove all Tracking Links from its properties. Sections that by their nature should survive termination — including Confidentiality, Intellectual Property, Limitation of Liability, Indemnification, and Governing Law — survive.

Independent Contractor Relationship

Partner participates in the Program as an independent contractor, not as an employee, agent, or joint venturer of InstantFlow. Nothing in this Agreement creates a partnership, employment relationship, or franchise. Each Party is solely responsible for its own employees, contractors, taxes, and benefits.

Representations and Warranties

14.1 Mutual representations

Each Party represents that it has full authority to enter into this Agreement, and that doing so does not violate any other agreement it is bound by.

14.2 Partner representations

Partner represents that the information it provides during registration is accurate, and that it will comply with all applicable laws in performing under this Agreement.

14.3 Disclaimer

Except as expressly stated in this Agreement, InstantFlow provides the Program "as is," without warranties of any kind, express or implied.

This disclaimer relates to the Program itself; it does not affect any separate warranties InstantFlow provides to customers under its Terms of Use or Subscription Agreement.

Limitation of Liability

15.1 Exclusion of indirect damages

Neither Party is liable to the other for indirect, incidental, special, consequential, or punitive damages, or for lost profits or lost revenue, arising out of or related to this Agreement, even if advised of the possibility.

15.2 Liability cap

Each Party's total aggregate liability arising out of or related to this Agreement is limited to the total Commission paid or payable to Partner in the 12 months before the event giving rise to the claim.

15.3 Carve-outs

The exclusions and cap in this Section do not apply to: breach of Section 8 (Confidentiality); a Party's indemnification obligations under Section 16; a Party's fraud or willful misconduct; Partner's violation of Section 9 (Partner Responsibilities and Compliance) causing loss to InstantFlow; or either Party's infringement of the other's intellectual property rights.

Indemnification

16.1 By Partner

Partner will defend, indemnify, and hold InstantFlow harmless from third-party claims arising from: Partner's breach of this Agreement, including Section 9; content or marketing materials Partner creates itself (as opposed to Marketing Materials InstantFlow provides); Partner's violation of law; or Partner's negligence or willful misconduct.

16.2 By InstantFlow

InstantFlow will defend, indemnify, and hold Partner harmless from third-party claims that the InstantFlow product, as provided and used in accordance with this Agreement (excluding Partner's own content or modifications), infringes a third party's intellectual property rights, and from claims arising from InstantFlow's fraud or willful misconduct in operating the Program.

16.3 Procedure

The indemnified Party will give the indemnifying Party prompt written notice of any claim, and the indemnifying Party will control the defense, provided the indemnified Party may participate at its own expense and the indemnifying Party may not settle in a way that admits fault by the indemnified Party without its consent.

Dispute Resolution and Governing Law

17.1 Governing law

This Agreement is governed by the laws of Hong Kong, without regard to conflict-of-law principles.

17.2 Good-faith negotiation

Before starting formal proceedings, the Parties will attempt in good faith to resolve any dispute through negotiation for at least 30 days after one Party notifies the other in writing of the dispute.

17.3 Arbitration

Any dispute not resolved under Section 17.2 will be finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules then in force, seated in Hong Kong, before one arbitrator, conducted in English. The arbitral award is final and binding on both Parties.

17.4 Small-claims carve-out

Either Party may instead bring an individual claim in small-claims court (or the closest local equivalent) if the claim qualifies for that court's jurisdiction.

17.5 Injunctive relief

Either Party may seek urgent injunctive or equivalent relief from a court of competent jurisdiction to protect its confidentiality or intellectual property rights, notwithstanding the arbitration agreement above.

17.6 No class actions

Disputes must be brought individually, not as part of a class, collective, or representative action, to the maximum extent enforceable in the jurisdiction where the claim is brought. Where local law limits or prohibits this waiver, disputes proceed individually to the fullest extent that law allows, rather than invalidating the rest of this Section.

Changes to This Agreement or the Program

InstantFlow may update this Agreement or the Program (including eligibility criteria and payout thresholds) from time to time. For material changes, InstantFlow will give at least 30 days' notice by email or through the partner portal. Continuing to participate in the Program after a change takes effect means Partner accepts it; if Partner does not agree, it may terminate under Section 12.2.

General Provisions

19.1 Assignment

Partner may not assign this Agreement without InstantFlow's consent, not to be unreasonably withheld, except to a successor in connection with a merger or acquisition upon written notice. InstantFlow may assign this Agreement in connection with a merger, acquisition, or sale of substantially all its relevant assets.

19.2 Force majeure

Neither Party is liable for delay or failure to perform caused by events reasonably beyond its control.

19.3 Notices

Notices under this Agreement are sent by email — to Partner, at the email address on file for its account; to InstantFlow, via https://instantflow.io/en/contact-us or another channel InstantFlow designates — and are effective when sent, or on the next business day if sent outside business hours.

19.4 Severability

If any provision of this Agreement is found unenforceable, the rest of the Agreement remains in effect, and the unenforceable provision will be interpreted to achieve its intent as closely as possible.

19.5 No waiver

A Party's failure to enforce a provision is not a waiver of its right to do so later.

19.6 Entire agreement

This Agreement, together with the brand guidelines and Privacy Policy it references, is the entire agreement between the Parties regarding the Program and supersedes prior discussions on that subject.

19.7 Relationship to InstantFlow's Terms of Use and Subscription Agreement

This Agreement governs Partner's participation in the Program. If Partner is also an InstantFlow customer, Partner's own use of the InstantFlow product is separately governed by InstantFlow's Subscription Agreement and Terms of Use.

Acceptance

By completing the Partner registration flow described on the InstantFlow Partner Program page and creating a Partner account, Partner acknowledges that it has read, understood, and agrees to be bound by this Agreement.