Partner Terms

Capitowl Partner Program Agreement — DRAFT

Not legal advice, and not counsel-reviewed. This draft is written to be reviewed and edited by a lawyer before any partner is asked to accept it. Bracketed […] values are unresolved facts (entity name, state, notice address) that only the business can fill in.

Economic terms are taken from CAP-1639 ("The first partner program — actual terms") and CAP-1688. Where CAP-1688 says max_payout_cents is "still unset", CAP-1639 records the launch decision of $500 per partner / $5,000 program-wide (2026-08-16); this draft uses those numbers and the ticket should be corrected.

1. Parties and acceptance

This Partner Program Agreement (the "Agreement") is between [Capitowl legal entity name] ("Capitowl", "we", "us") and the individual or entity accepting it (the "Partner", "you").

You accept this Agreement by clicking "I accept" in the Capitowl partner onboarding flow. Acceptance is a precondition of participation: Capitowl does not create a partner membership, and no compensation of any kind accrues, until acceptance has been recorded. Participation is by invitation only; there is no self-serve enrollment, and Capitowl may decline any applicant for any lawful reason.

Capitowl records, for each acceptance: the accepting account, the version identifier of the Agreement accepted, and the UTC timestamp. A later version of the Agreement requires a new acceptance.

2. Definitions

  • Referral Link / Code — the unique link or code Capitowl issues to you.
  • Referred User — a person who becomes a Capitowl subscriber and whom Capitowl attributes to your Referral Link or Code under its attribution rules. Attribution is determined solely by Capitowl's records.
  • Paid Month — a monthly interval of a Capitowl subscription that has been actually paid for by the Referred User and not refunded, reversed, or charged back. Free trials, promotional access, gifted access, complimentary access, and Family Sharing access are not Paid Months.
  • Slice — a one-month interval of a Referred User's paid subscription, counted from the start of their first Paid Month.
  • Reward — an amount accrued to you under Section 4.
  • Hold Period — fourteen (14) days from accrual, during which a Reward is accrued but not payable.

3. What you may and may not do

You may promote Capitowl using your own channels and your own words, subject to Section 5 (Disclosure) and to the following. You must not:

  1. Make any false, misleading, or unsubstantiated statement about Capitowl, its features, its pricing, its security, or its results.
  2. Present Capitowl, or yourself when promoting Capitowl, as providing financial, investment, tax, or legal advice, or state or imply that Capitowl is a financial adviser, broker, bank, or lender.
  3. Make earnings, savings, credit-score, or income claims — about what users will achieve with Capitowl, or about what partners earn in this program — other than by repeating the flat terms in Section 4 verbatim.
  4. Bid on Capitowl trademarks or confusable variants in paid search, or represent yourself as Capitowl, as an employee of Capitowl, or as operating an official Capitowl channel, site, app, or support address.
  5. Send unsolicited bulk email, SMS, or messages, or promote Capitowl in any way that violates the CAN-SPAM Act, the TCPA, or an applicable platform's terms of service.
  6. Self-refer, or create, direct, or coordinate accounts (including accounts of people who did not independently choose to subscribe) for the purpose of generating Rewards; or use bots, incentivized clicks, cookie stuffing, or any automated or deceptive attribution technique.
  7. Collect, store, or request Capitowl users' credentials, financial account information, or personal data on Capitowl's behalf.
  8. Use Capitowl's name, logo, screenshots, or other brand assets other than as permitted by Capitowl's brand guidelines, which Capitowl may update.

Capitowl grants you a limited, revocable, non-exclusive, non-transferable license to use its brand assets solely to promote Capitowl under this Agreement. That license ends when this Agreement ends.

4. Compensation

4.1 The rate

For each Referred User:

  • $1.00 on their first actually-paid month, after any free trial. A free trial that never converts to a paid month earns nothing.
  • $1.00 for each subsequent retained month, capped at two (2) further months.
  • Maximum $3.00 per Referred User, ever.

A Reward for a Slice accrues when that Slice begins, not when it was paid for. An annual subscription therefore accrues $1 at the start of the first, second, and third month of the subscription — the same schedule as a monthly subscriber — rather than $3 at purchase.

The cap is on occurrences, not elapsed time: a Referred User who cancels and later resubscribes resumes their count and still cannot produce more than $3.00 in total.

4.2 What does not earn

No Reward accrues for, and any Reward already accrued is reversed for:

  • a period that is refunded, charged back, or otherwise reversed;
  • access obtained through a free trial, promotion, gift, comp, beta, or manual grant;
  • a subscription shared through Family Sharing, which generates no incremental revenue;
  • a subscription transferred between accounts, which is excluded from both first-payment and retained-month accrual;
  • a Referred User whom Capitowl determines was attributed in breach of Section 3.

4.3 Payout ceilings

Your total lifetime compensation under this Agreement is capped at $500.00 (the per-partner ceiling recorded as max_payout_cents on your membership). The program as a whole is capped at $5,000.00.

Capitowl will notify you when you reach 80% of your ceiling. Rewards that would exceed a ceiling are held for review rather than discarded, and Capitowl may, at its discretion, raise your ceiling. Capitowl is not obligated to raise any ceiling, and amounts above a ceiling that are not approved are not payable.

4.4 Payment

Rewards become payable after the 14-day Hold Period. Payouts are settled manually. Capitowl expects to settle payable balances at least [monthly / quarterly — pick one], and may set a minimum payout threshold of $[amount] below which a balance rolls forward.

Amounts are in USD. You are responsible for any fees your payment provider charges, and for providing accurate payment details.

Capitowl's ledger is the authoritative record of Rewards, reversals, and payouts. Reversals of already-settled amounts are recorded as offsetting adjustments and deducted from your next payout; if no further payout occurs, Capitowl may invoice you for the balance.

Capitowl may withhold payment while investigating suspected breach of Section 3, and may forfeit Rewards it determines were generated in breach.

4.5 Taxes

You are an independent contractor, not an employee, agent, partner, or joint venturer of Capitowl. You are solely responsible for all taxes on amounts you receive. Before Capitowl issues a payout it may require a completed IRS Form W-9 (US persons) or Form W-8BEN/W-8BEN-E (non-US persons). US persons paid $600 or more in a calendar year will receive a Form 1099. Capitowl may withhold payment until required tax forms are provided.

5. Paid-promotion disclosure — required

This section is a material term. Breach of it is grounds for immediate termination and forfeiture of unpaid Rewards.

You are compensated by Capitowl. Under the FTC Endorsement Guides (16 C.F.R. Part 255), that is a material connection that you must disclose to your audience.

5.1 The obligation

Every time you promote, endorse, review, mention, or link to Capitowl in public — including posts, stories, reels, videos, livestreams, podcasts, newsletters, blog posts, forum comments, and DMs — you must clearly and conspicuously disclose that you have a paid or compensated relationship with Capitowl.

"Clear and conspicuous" means, at minimum:

  • In the content itself, not only in a bio, a profile, a linked page, or a separate landing page.
  • Unavoidable — visible without clicking "more", expanding a caption, scrolling past the content, or hovering.
  • In the same language as the endorsement.
  • In both audio and visual form for video and audio content: say it out loud and superimpose it on screen, near the start, and again if the content is long or people may join mid-stream.
  • Not buried in a string of hashtags, links, or other disclosures.

5.2 Acceptable and unacceptable wording

Acceptable: "Paid partnership with Capitowl", "Capitowl is paying me for signups through this link", "#ad", "#sponsored", "Advertisement".

Not acceptable on their own: "#collab", "#sp", "#partner", "thanks Capitowl", "ambassador", an affiliate-link asterisk, a platform's built-in paid-partnership tool used instead of your own disclosure (you may use it in addition), or a disclosure that appears only after the call to action.

5.3 Substance

Your endorsement must reflect your honest opinion, findings, and actual experience of Capitowl. Do not claim results you have not had. Do not state or imply typical results from your own outcome. Do not endorse a feature you have not used.

5.4 Compliance

You must comply with the FTC Endorsement Guides, the FTC's rule on consumer reviews and testimonials, any equivalent law in your jurisdiction, and the disclosure rules of each platform you post on. Capitowl may request that you edit or remove non-compliant content, and you must comply within 48 hours of notice. Capitowl may audit your public content for compliance.

You indemnify Capitowl against claims, penalties, and costs arising from your failure to disclose, or from statements you make about Capitowl that breach Section 3 or this Section 5.

6. Nature of the program

Nothing in this program requires you to pay anything to participate, to purchase anything, or to maintain any inventory or subscription. All compensation requires an actual paid subscription by a real customer. Recruiting other partners, or generating signups that never pay, earns nothing.

Capitowl may in future enable a second level of referral compensation on the same $3-per-referral shape. If it does, Capitowl will give notice and the terms will be set out in an updated Agreement requiring fresh acceptance.

7. Term, suspension, and termination

This Agreement starts when you accept it and continues until terminated.

  • You may terminate at any time by notifying Capitowl or ceasing to participate.
  • Capitowl may suspend or terminate your membership, or the program as a whole, at any time, with or without cause, on notice.

On termination: your license to Capitowl's brand assets ends and you must stop promoting Capitowl and remove or disable your Referral Links within a reasonable time. Rewards already accrued and past the Hold Period remain payable, except where terminated for breach of Section 3 or Section 5, in which case Capitowl may forfeit unpaid Rewards. No further Rewards accrue after termination, including for Referred Users who continue to subscribe.

Sections 4.4 (final settlement), 4.5, 5.4, 8, 9, and 10 survive termination.

8. Confidentiality and data

Non-public information Capitowl shares with you — unreleased features, pricing plans, partner performance data, program economics beyond the public terms — is confidential and must not be disclosed. You must not disclose the personal information of any Capitowl user. You must comply with applicable privacy law in any data you collect through your own channels.

9. Disclaimers and limitation of liability

The program is provided "as is". Capitowl makes no representation that you will earn any amount. Capitowl's total liability under this Agreement is limited to the total Rewards payable to you in the twelve (12) months before the claim, and Capitowl is not liable for indirect, incidental, consequential, or lost-profit damages.

10. General

  • Changes. Capitowl may modify this Agreement or the program terms (including rates and ceilings) on [30] days' notice. Changes apply prospectively; Rewards already accrued are settled on the terms in force when they accrued. Continued participation after the notice period is acceptance.
  • Assignment. You may not assign this Agreement. Capitowl may.
  • Governing law. [State], USA, excluding conflict-of-laws rules. Venue in [county, state]. [Counsel: decide whether to add arbitration / class-action waiver — deliberately left out of this draft.]
  • Entire agreement. This Agreement, plus the Capitowl Terms of Service and Privacy Policy, is the whole agreement on this subject.
  • Severability. If a provision is unenforceable, the rest stands.
  • Notices. To you at your account email; to Capitowl at [notice address / email].