Referral Partner Policy

Effective Date: This Policy becomes effective on the date Partner accepts it.

Partner acknowledges and agrees that acceptance of this Policy through electronic means, including but not limited to checking an "I agree" box, submitting an application, or otherwise participating in the Program, constitutes a legally binding agreement. Partner further agrees that electronic records and notices satisfy any legal requirement for written agreements.

This Referral Partner Program Policy ("Policy") governs participation in the Giftronaut Referral Partner Program ("Program"). By applying to or participating in the Program, you ("Partner") agree to comply with this Policy and any related instructions, guidelines, or updates provided by Giftronaut.

Giftronaut is a brand operated by WINCUBE INC., a Delaware corporation, with its principal place of business at 8 The Green, Dover, DE 19901 ("WINCUBE," "Giftronaut," "we," "us," or "our").

1. Program Overview

1.1 Purpose

The Program allows approved Partners to refer prospective B2B customers to Giftronaut in exchange for rewards, subject to the terms of this Policy.

1.2 Referral Methods

Approved partners may refer prospective customers through: (i) a unique referral link, and/or (ii) a lead submission form provided by Giftronaut.

1.3 No Obligation to Accept or Convert

Giftronaut is not obligated to accept any application, pursue any lead, create an account for any referred party, convert any opportunity, or pay any reward unless all applicable requirements under this Policy are met.

1.4 Program Discretion

Giftronaut reserves the right, at its sole discretion, to approve, deny, suspend, restrict, hold, adjust, reverse, or terminate participation in the Program at any time, subject to applicable law.

1.5 No Guarantee of Earnings

Participation in the Program does not guarantee any minimum number of referrals, conversions, customers, orders, rewards, revenue, or earnings. Any examples, illustrations, case studies, or projections are for explanatory purposes only and do not constitute a promise or guarantee of future results.

1.6 Non-Exclusive Program

The Program is non-exclusive. Giftronaut may work with other partners, agencies, consultants, customers, and internal sales or marketing channels at the same time.

2. Definitions

For purposes of this Policy:

“Partner” means an individual or organization approved by Giftronaut to participate in the Program.
“Partner Code” means the unique identifier assigned by Giftronaut to an approved Partner.
“Referral Code” means the attribution code associated with a Partner and stored on an eligible referred account for tracking, attribution, and payout purposes.
“Referral Link” means the unique partner link issued by Giftronaut for referral tracking.
“Lead Submission” means a business lead submitted by a Partner through Giftronaut’s lead submission form.
“Lead Claim” means the temporary attribution claim created when a valid Lead Submission is submitted and accepted under this Policy.
“Referred Customer” means a business customer attributed to a Partner under this Policy.
"Company Group Code" means the unique organizational identifier assigned by Giftronaut to a customer account group, under which one or more authorized users may operate, place orders, and manage funds.
“Qualified Order” means an order that satisfies all eligibility and payout requirements under this Policy.
“Net Order Amount” means the order amount eligible for commission calculation after excluding cancellations, refunds, chargebacks, and any other non-qualifying amounts as determined by Giftronaut.
“Choice Card” means the digital reward instrument used by Giftronaut for partner payouts.
“Program Materials” means any referral links, partner kit materials, approved copy, logos, banners, messaging, onboarding content, templates, forms, or other materials made available by Giftronaut for Program participation.

3. Eligibility and Approval

3.1 Target Partners

Partners may apply if they have a credible ability to introduce relevant B2B gifting use cases, including but not limited to: B2B agencies, consultancies, content creators, and business operators with access to decision-makers in Marketing, Sales, or HR.

3.2 Discretionary Approval

All applications are reviewed manually. Submission of an application does not guarantee acceptance. Giftronaut may decline any application that does not align with brand standards or presents fraud, reputational, or legal risk.

3.3 Response Timing

Giftronaut aims to respond to applications within three (3) business days, but response times are estimates only and not guaranteed.

3.4 Approved Partner Materials

Approved Partners will receive: (i) a unique referral link; (ii) access to a lead submission form; (iii) approved marketing materials, messaging, and partner guidance; and (iv) this Policy and any additional onboarding instructions.

3.5 Ongoing Eligibility

Approval is ongoing, not permanent. Partner must continue to satisfy Giftronaut’s standards throughout Program participation.

4. Partner Obligations

4.1 Compliance with Law

Partner must comply with all applicable laws, regulations, and industry rules in connection with Program participation, including those related to advertising, privacy, data protection, anti-spam, unfair or deceptive trade practices, anti-corruption, sanctions, and intellectual property.

4.2 Accurate Information

Partner must provide complete, accurate, and current information during application, onboarding, payout review, and ongoing participation.

4.3 Truthful Marketing

Partner may not make false, misleading, deceptive, unsubstantiated, or unauthorized statements about Giftronaut, its pricing, products, services, features, security, compliance, customers, legal terms, or reward structure.

4.4 Material Connection Disclosure

Partner must clearly and conspicuously disclose its material connection to Giftronaut, including the fact that Partner may receive compensation for referrals, whenever promoting Giftronaut or making referral-related endorsements, recommendations, or communications, regardless of medium or platform.

Disclosures must be: (i) placed immediately adjacent to or within the relevant endorsement, recommendation, or referral link, so that they are visible before a consumer acts; (ii) in language that is clear, unambiguous, and understandable to the intended audience; and (iii) consistent with applicable FTC Endorsement Guides, platform-specific disclosure policies,and any other applicable law or regulation.

Giftronaut will provide Partner with recommended disclosure language and placement guidance as part of the Partner Kit. Use of Giftronaut's recommended disclosure language does not relieve Partner of its independent obligation to ensure compliance with all applicable disclosure requirements.

4.5 Responsibility for Personnel and Representatives

Partner is fully responsible for all acts and omissions of its employees, contractors, subcontractors, agents, affiliates, publishers, community managers, or any person acting on Partner’s behalf.

4.6 No Authority

Partner may not negotiate on Giftronaut’s behalf, bind Giftronaut, make commitments for Giftronaut, modify Giftronaut’s terms, offer unauthorized pricing or incentives, or represent that it has authority to do so.

4.7 Recordkeeping

Partner must maintain accurate books, records, and supporting documentation relating to referral activity, Lead Submissions, promotional channels, and compliance under this Policy for at least three (3) years after the relevant activity, or longer if required by law.

5. Referral Methods and Attribution

5.1 Referral Link Attribution

Giftronaut will issue each approved Partner a unique Referral Link associated with that Partner’s attribution record.

5.1.1 Storage of Referral Code

When a prospective customer signs up through a Partner's Referral Link, Giftronaut will store the applicable Referral Code on the customer's Company Group Code at sign-up. Attribution applies to the Company Group Code as a whole, not solely to the individual user who completed the sign-up.

5.1.2 Last-Touch Model

For link-based referrals, Giftronaut uses a last-touch attribution model. If a prospective customer interacts with multiple Referral Links before sign-up, the Referral Code stored at the time of sign-up controls attribution for link-based referral purposes.

5.1.3 Click Data

Clicks, impressions, and similar engagement metrics are informational only. The stored attribution record at sign-up, as determined by Giftronaut’s systems, is the operative record for link-based attribution.

5.2 Lead Submission Attribution

Partners may also submit prospective customer emails through Giftronaut’s lead submission form. Lead Submission is intended to reduce partner friction while keeping attribution auditable.

5.2.1 Lead Claim Validity Period

A valid Lead Submission remains active for one hundred eighty (180) days from the date and time of submission.

5.2.2 Priority Over Link Attribution

If a lead submitted through the Lead Submission form signs up within the applicable 180-day validity period, Giftronaut will attribute that account to the submitting Partner, and such valid Lead Claim will take priority over link-based attribution during that validity period.

5.2.3 Duplicate Lead Submissions

The same email address cannot be credited to multiple Partners. If the same lead email is submitted by more than one Partner, credit will be assigned to the Partner who submitted the first valid Lead Submission, as determined by Giftronaut's records.

5.2.4 Expiration of Lead Claims

If the submitted lead does not sign up within 180 days, the lead claim expires automatically.

Once expired: (i) the prior lead claim is no longer valid; (ii) attribution resets; (iii) it does not automatically transfer to another Partner who may have submitted the same lead later.

After expiration, any subsequent sign-up will follow Giftronaut’s standard attribution rules, including valid lead submissions or standard referral link attribution.

5.2.5 No Obligation to Contact

Giftronaut may, but is not required to, contact a submitted lead, sequence that lead, pursue that opportunity, or provide status updates beyond Program reporting.

5.3 Attribution Priority

Unless otherwise determined by Giftronaut during dispute review, attribution is generally applied in the following order:

valid Lead Submission attribution within its active 180-day window;
valid Referral Link attribution based on last-touch at sign-up;
manual review or override by Giftronaut in exceptional, disputed, fraudulent, or operationally necessary cases.

Giftronaut reserves the right to resolve attribution conflicts in its sole discretion based on the best available records.

5.4 Existing Lead Exclusion

To prevent duplicate compensation and attribution disputes, referrals may be excluded if the prospective customer: (i) already exists in Giftronaut’s CRM and has had a recorded sales or marketing touchpoint within the prior 180 days; (ii) is already in an active sales cycle or demo process; (iii) previously had an account and is deemed to be attempting to re-trigger attribution through re-signup or similar conduct; (iv) shares a corporate domain, parent entity, or organizational affiliation with an account that already exists in Giftronaut's CRM, unless Giftronaut determines, in its sole discretion, that the referral represents a genuinely separate business unit or use case with no prior relationship to the existing account. Giftronaut may review exceptions on a case-by-case basis if there is clear evidence of legitimate incremental value and no policy violation.

5.5 Team and Organizational Expansion

Attribution applies to the initial referred Company Group Code only. Users added to an attributed Company Group Code through team invitations or internal onboarding are part of the existing attributed account and are not independently attributable referrals. Such additions do not generate separate Partner credit or create new Lead Claims. If a separate individual at the same company independently creates a new account with a distinct Company Group Code, that account may be eligible for independent referral attribution under this Policy, subject to Giftronaut's standard attribution and existing lead exclusion rules.

5.6 Attribution Disputes

If a Partner disputes attribution, the Partner may submit the dispute in writing to support@giftronaut.com within thirty (30) days of receiving the relevant performance report. The dispute must include a clear description of the claim and any supporting evidence. Giftronaut will review the relevant records, which may include: (i) stored Referral Code at sign-up; (ii) lead submission timestamps; (iii) CRM records; (iv) application history; (v) activity logs; and (vi) other relevant internal records. Giftronaut will use commercially reasonable efforts to respond within fifteen (15) business days. If the Partner disagrees with the outcome, the Partner may submit a single re-review request with additional evidence within fifteen (15) days of receiving Giftronaut's response. Giftronaut's decision following any such re-review will be final.

6. Qualified Orders, Payout Structure, Reporting and Tax

Rewards are issued as Choice Card. Rewards are calculated on Net Order Amount and are subject to review, and Giftronaut may withhold or adjust rewards under this Policy.

6.1 Commission Structure

For each Qualified Order, Giftronaut will reward the approved Partner with 10% of the Net Order Amount.

6.1.1 Per-Customer Reward Cap

The maximum total reward a Partner may earn from any single Referred Customer (identified by Company Group Code) is $200 USD. Once cumulative rewards from a Referred Customer reach $200, no further rewards will accrue from that customer's orders, regardless of order volume or value. There is no limit on the number of Referred Customers a Partner may refer.

6.1.2 Minimum Payout Threshold

Rewards are issued only when the Partner's total accrued and unpaid rewards across all Referred Customers reach a minimum of $25 USD in a given monthly payout cycle. If the accrued reward amount is below $25 at the end of a monthly review period, the unpaid amount will roll over and accumulate until the $25 threshold is met in a subsequent payout cycle. Rolled-over amounts do not expire, subject to the Partner's continued good standing under this Policy.

6.1.3 Reward Calculation Examples

For clarity:

If a Referred Customer places an order of $500, the reward is $50 (10% of $500).
If the same Referred Customer later places an order of $2,000, the reward on that order is $150 (the remaining amount to reach the $200 cumulative cap), not $200.
If a Partner has three Referred Customers generating $8, $7, and $6 in rewards in a given month ($21 total), the payout is held until the following month when cumulative unpaid rewards reach $25 or more.

6.2 Reward Eligibility

Rewards apply to Qualified Orders placed by any user within an attributed Company Group Code, subject to the per-customer reward cap under Section 6.1.1. There is no time limit on reward eligibility; rewards continue to accrue on Qualified Orders until the cumulative per-customer cap is reached.

6.3 Qualified Order Requirements

An order is considered a Qualified Order only if all of the following conditions are met:

the customer is properly attributed to Partner under this Policy;
the customer has completed any required funding or account setup necessary to place the order;
the order has actually been sent, fulfilled, or otherwise completed in the manner Giftronaut recognizes for payout eligibility;
the order is not canceled, refunded, reversed, charged back, duplicated, fraudulent, or otherwise disqualified.

6.3.1 Scheduled Orders / Smart Orders

Scheduled orders, campaign orders, or Smart Orders count only when they are actually sent.

6.4 Net Order Amount

Rewards are calculated based on Net Order Amount.

Net Order Amount excludes, as applicable: (i) canceled orders; (ii) refunded orders; (iii) any non-qualifying or reversed amounts determined by Giftronaut; (iv) chargebacks; and (v) any amounts Giftronaut reasonably determines should not be rewarded due to fraud, abuse, error, legal requirement, or Policy non-compliance.

If an order is partially adjusted, Giftronaut may recalculate the reward accordingly.

6.5 Reward Instrument

Partner rewards are paid in the form of a Giftronaut Choice Card.

Any Choice Card or other reward instrument issued to Partner is subject to: (i) the terms disclosed at issuance; (ii) any issuer, vendor, catalog, or platform restrictions; and (iii) applicable law.

The Choice Card is a promotional reward instrument issued as non-cash compensation for Program participation. It is not a gift certificate, store gift card, or general-use prepaid card as defined under 15 U.S.C. § 1693l-1 or Regulation E (12 C.F.R. § 1005.20). The Choice Card provides a time-limited redemption link through which the Partner may select a reward; expiration of the redemption link does not constitute expiration of stored monetary value.

Unless prohibited by law or otherwise expressly stated by Giftronaut, Choice Cards are non-cash, non-refundable, expire one hundred eighty (180) days after issuance, and may not be resold, assigned, or transferred. If applicable law requires a longer redemption period or imposes other requirements on the reward instrument, Giftronaut will comply with the applicable requirement.

6.5.1 Currency Conversion

All rewards are calculated in USD. If a Referred Customer places an order in a currency other than USD, Giftronaut will convert the order value to USD using a standard exchange rate selected by Giftronaut (typically based on the prevailing market rate at the time the order is processed or funded). This USD-converted amount shall serve as the basis for the Net Order Amount calculation.

6.5.2 Whole Dollar Requirement and Rounding

Rewards are issued only in whole dollar increments. If a calculated reward (10% of the Net OrderAmount) results in a fractional cent or dollar amount, the reward will be rounded down to the nearest whole dollar. The minimum payout threshold under Section 6.1.2 applies after rounding.

6.6 Monthly Review and Reporting Cycle

Giftronaut follows the monthly review and payout cadence below:

1st-3rd of each month: internal review and reconciliation of the prior month’s activity
By the 5th of each month: performance report sent to Partner; if the 5th falls on a weekend or holiday, the report may be sent on the next business day;
End of each month (typically the 30th or 31st): payout generally issued; if that date falls on a weekend or holiday, Giftronaut may issue payout on the nearest business day.

These timelines are operational targets only and may change.

6.7 Holds, Offsets, and Reversals

Giftronaut may hold, offset, cancel, reduce, or reverse rewards in cases including but not limited to:

cancellation;
refund;
chargeback;
fraud or suspicious activity;
Policy violation;
attribution dispute;
data inconsistency;
audit or review hold;
tax or documentation deficiency;
legal or regulatory concern; or
Giftronaut operational error requiring adjustment.

Giftronaut may apply negative adjustments or reversals against future payouts.

6.8 Tax and Documentation

Partner is solely responsible for all taxes, duties, levies, reporting obligations, filings, and similar obligations arising from Program participation and receipt of rewards. Giftronaut may request tax, identity, business, banking, or beneficial ownership documentation at any time, including but not limited to Forms W-9, W-8 series forms, and similar documentation, where Giftronaut determines such collection is necessary or appropriate for legal, tax, compliance, operational, or risk reasons. Giftronaut may withhold, delay, or deny payouts until requested documentation is received and accepted.

All rewards issued under this Program, including Choice Cards, are considered taxable income to Partner at their fair market value, regardless of the form in which the reward is delivered. Partner is solely responsible for determining and fulfilling its tax obligations. Giftronaut does not provide tax advice.

Giftronaut may require submission of applicable tax documentation (such as Form W-9 for U.S. persons or the applicable W-8 series form for non-U.S. persons) as a precondition to reward issuance. If Partner fails to provide valid tax documentation upon request, Giftronaut may withhold applicable amounts, including backup withholding as required by law, and may delay or deny reward issuance until valid documentation is received.

6.9 Tax Reporting Compliance

Giftronaut will comply with applicable federal, state, local, and international tax reporting, withholding, and information-return requirements as they exist from time to time. Any thresholds, forms, or reporting obligations will be determined by applicable law in effect at the relevant time.

Where required by applicable law, Giftronaut will issue applicable tax information returns (such as Form 1099-NEC or other applicable forms) based on the aggregate value of rewards issued during a calendar year. Giftronaut will use commercially reasonable efforts to provide Partners with an annual summary of rewards issued during the prior calendar year by January 31 of the following year, or as otherwise required by law.

6.10 No Employment or Benefits

Rewards paid under the Program are not wages, salary, employment compensation, employee benefits, commissions under an employment arrangement, or benefits under any employee plan.

7. Prohibited Behavior

Partners must not engage in any activity that creates fraud, misattribution, low-quality lead generation, legal risk, or reputational harm. The following are strictly prohibited:

7.1 Self-Referral and Related-Party Referrals

Partner may not:

refer itself or its own company to earn rewards;
refer accounts, entities, employees, contractors, family members, household members, affiliates, clients acting as pass-throughs, or any entity it controls for the purpose of extracting rewards; or
use its own Partner Code, Referral Link, or Lead Submission route to earn rewards on its own transactions or closely related-party transactions.

For clarity, individuals associated with the categories listed above are not prohibited from becoming Partners or referring other customers. This section prohibits only the act of using the Program to earn rewards on: (i) accounts within the same Company Group Code as the Partner; (ii) entities the Partner owns or controls; or (iii) transactions structured primarily to extract rewards rather than reflect genuine customer acquisition.

A Partner who is a member of one Company Group Code may refer customers who create separate, independent Company Group Codes, including at the same company, provided the referral is legitimate and does not violate any other provision of this Policy. Referrals of family members, household members, or other individuals listed above are permitted when those individuals operate under a separate Company Group Code that the Partner does not own, control, or belong to.

7.2 Misleading or Deceptive Marketing

Partner may not:

make false or misleading claims about Giftronaut’s pricing, services, security, legal terms, support, features, or payout terms;
falsely present itself as Giftronaut staff, an official reseller, or an exclusive representative;
imply guaranteed payouts, guaranteed acceptance, or guaranteed conversion outcomes; or
omit required disclosures where legally required.

7.3 Spam and Unlawful Outreach

Partner may not:

send unsolicited bulk outreach without a lawful basis;
engage in automated DM spam, mass scraping, mass posting, or community spam;
fail to honor unsubscribe or opt-out requests; or
otherwise violate email, messaging, or privacy laws.

Partner is solely responsible for ensuring that all outreach conducted in connection with the Program complies with the CAN-SPAM Act, TCPA, applicable state consumer protection laws, and any other applicable anti-spam or communications regulations, including all required sender identification, opt-out, and physical address disclosures.

7.4 Brand Bidding and Traffic Hijacking

Partner may not:

bid on Giftronaut brand terms, trademarks, misspellings, or confusingly similar variations in paid advertising;
use deceptive redirects, misleading domains, typosquatting, URL hijacking, or traffic interception tactics; or
capture traffic not genuinely generated by Partner.

7.5 Cookie Stuffing / Forced Clicks / Attribution Manipulation

Partner may not:

force clicks, forced redirects, hidden links, invisible iframes, pop-unders, click injection, cookie stuffing, or other attribution manipulation techniques;
artificially overwrite or attempt to overwrite another Partner’s legitimate attribution; or
manipulate the timing or technical path of attribution without genuine user intent.

7.6 Lead Form Abuse

Partner may not:

submit scraped, purchased, rented, irrelevant, stale, or low-quality lists;
submit leads without a real introduction basis or lawful relationship;
mass-submit speculative or unqualified contacts merely to create Lead Claims;
submit alias, duplicate, or fabricated email identities; or
submit contact information of any individual who has expressly objected to having their information shared with third parties for marketing or referral purposes.

Partner must be prepared to provide evidence of a substantive business relationship or a warm introduction for any lead submitted via the Lead Submission form upon request.

7.7 Incentivized or Non-Compliant Traffic

Partner may not:

offer its own cash, rebate, coupon, gift, discount, or reward to induce sign-up or order activity without Giftronaut’s prior written approval; or
create artificial sign-up behavior or non-incremental traffic for the purpose of earning rewards.

7.8 Security and System Abuse

Partner may not:

attempt to reverse engineer, interfere with, or exploit Giftronaut’s systems, links, tracking, or reporting;
use false identities, fake entities, or misleading submissions; or
attempt to bypass controls or manipulate payout outcomes.

7.9 Fraudulent, Artificial, or Low-Value Activity

Partner may not:

create or facilitate artificial sign-ups, fake companies, sham funding, sham orders, repeat recipient abuse, account cycling, refund cycling;
or any non-incremental activity intended primarily to trigger rewards.

7.10 Remediation

Upon discovery or notification of any prohibited activity, Partner must immediately cease the prohibited conduct, remove or disable any offending content, links, or materials, and cooperate with Giftronaut's investigation. Failure to do so may result in immediate suspension or termination under Section 10.

8. Marketing, Privacy, and Data Protection

8.1 Lawful Marketing

Partner must conduct outreach lawfully and responsibly. Partner may not engage in spam, unlawful scraping, unlawful enrichment, unlawful list acquisition, or any deceptive, harassing, or abusive lead generation practice.

8.2 Business Contact Data Only

Partner may submit only business contact information reasonably necessary for a legitimate referral introduction. Partner may not submit sensitive personal data, special category data, medical data, financial account credentials, government ID numbers, or other unnecessary personal information.

8.3 Lawful Basis Representation

By submitting a lead, Partner represents and warrants that it has a lawful relationship, lawful basis, or legitimate introduction basis for sharing that contact information with Giftronaut, and has the right to disclose such information for the intended referral-related purpose.

Partner further represents that, prior to submitting any lead, the prospective referree is aware that their contact information will be shared with Giftronaut for referral-related outreach purposes. If a referree objects to or inquires about the submission of their information, Partner must promptly notify Giftronaut at support@giftronaut.com, and Giftronaut will handle the request in accordance with its Privacy Policy.

8.4 Required Disclosures and Opt-Outs

Partner must comply with all applicable notice, disclosure, unsubscribe, consent, and opt-out requirements in connection with its own outreach.

8.5 Cooperation

Partner must promptly cooperate with Giftronaut regarding any privacy complaint, access request, deletion request, opt-out request, regulator inquiry, or compliance review relating to lead data or Program activity.

8.6 Giftronaut Processing

Giftronaut may process submitted lead data in accordance with its applicable privacy notice, internal systems, sales operations, and legal obligations. To the extent Giftronaut's collection of referral-related data is considered a financial incentive under applicable law, the terms and disclosures related to such incentive will be set forth in Giftronaut's Privacy Policy. Data subjects whose information is submitted through the Program may exercise their rights under applicable privacy law by contacting Giftronaut as described in its Privacy Policy.

9. Fraud Review and Evidence Requests

Giftronaut reserves the right to place any Partner, referral, lead, or order into Fraud Review and to hold associated rewards pending review.

9.1 Fraud Review Triggers

Fraud Review may be triggered by factors including, but not limited to:

unusual spikes in sign-ups, funding activity, or orders;
repeated or suspicious cancellation/refund behavior;
repeated use of the same payment details, billing details, or recipient emails;
suspicious or abnormal lead submission quality;
evidence of attribution manipulation;
self-referral concerns;
policy violations or abuse complaints; or
any other signal Giftronaut reasonably views as suspicious.

9.2 Review Process

During Fraud Review, Giftronaut may:

hold affected rewards;
investigate internal records and transaction history;
request documentation or clarification;
adjust or deny rewards; or
suspend or terminate Partner participation.

9.3 Evidence That May Be Requested

Giftronaut may request, where relevant:

a description of the referral relationship;
proof of the introduction context;
proof of permission or lawful basis to submit the lead;
evidence of the marketing activity used;
business verification documentation; and
any additional information needed to evaluate the referral.

9.3.1 Audit Rights

During Program participation and for three (3) years thereafter, Giftronaut may request records reasonably necessary to verify Partner’s compliance with this Policy, including attribution legitimacy, lead quality, payout accuracy, and fraud risk. Partner agrees to provide such records within a reasonable timeframe upon request.

9.4 Outcomes

Following Fraud Review, Giftronaut may determine that the referral is:

Approved: reward proceeds as normal;
Adjusted: reward is reduced or partially paid;
Denied: reward is voided;
Escalated: Partner is suspended or terminated.

Giftronaut’s decision in Fraud Review matters is final. Any exception, discretionary approval, or manual override by Giftronaut shall not create a precedent, waiver, or ongoing obligation for similar treatment in future cases.

10. Suspension and Termination

10.1 Suspension

Giftronaut may suspend Partner immediately if Giftronaut suspects fraud, prohibited conduct, legal or compliance risk, privacy risk, operational risk, or brand harm.

10.2 Termination

Giftronaut may terminate Partner immediately for reasons including but not limited to:

self-referral or intentional fraud;
attribution manipulation;
brand bidding or traffic hijacking;
spam or unlawful outreach;
repeated low-quality or abusive Lead Submissions;
deceptive or misleading promotion;
security abuse or system interference;
refusal to cooperate with review; or
repeated or material breach of this Policy.

10.3 Effects of Suspension or Termination

Upon suspension or termination: (i) the Partner must immediately stop promoting themselves as a Giftronaut Partner; (ii) the Partner must stop using Giftronaut materials, marks, and partner resources; (iii) Giftronaut may disable referral links, Partner Codes, Lead Submission access, and any related Program access; (iv) held or unpaid rewards may be reduced, reversed, canceled, or withheld; and (v) Giftronaut may restrict or prohibit re-application.

10.4 Appeals

Partner may submit an appeal in writing to support@giftronaut.com within thirty (30) days of notice, together with supporting evidence. Giftronaut will use commercially reasonable efforts to review and respond within fifteen (15) business days. Giftronaut is not obligated to reverse its decision.

11. Program Materials, Brand Use, and Confidentiality

Partners must keep non-public program details (pricing, internal kits) confidential. Giftronaut trademarks may only be used as provided and may not be altered.

11.1 Limited License

If approved, Giftronaut grants Partner a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to use approved Program Materials solely for lawful participation in the Program and solely in the manner authorized by Giftronaut.

11.2 Ownership

All Partner Codes, Referral Links, Program Materials, logos, trademarks, creative assets, copy, systems, and data remain Giftronaut’s sole property.

11.3 Brand Restrictions

Partner may use Giftronaut branding only as provided by Giftronaut and may not alter, distort, repackage, or misuse it.

11.4 Confidentiality

Partner must keep confidential all non-public information received from Giftronaut, including but not limited to Program terms, internal guidance, reporting methodologies, non-public pricing, non-public product information, internal contacts, fraud controls, and operational materials.

11.5 Public Statements

Partner may not issue press releases, public announcements, or public claims of endorsement, partnership level, exclusivity, or reseller status without Giftronaut’s prior written approval.

12. Program Changes and Discontinuation

12.1 Right to Change Program

Giftronaut may modify, pause, replace, or discontinue the Program or this Policy at any time, including changes to reward structure, eligibility requirements, attribution logic, reporting cadence, operational procedures, or documentation requirements.

12.2 Notice of Material Changes

Where reasonably practicable, Giftronaut will provide advance notice of material changes. However, Giftronaut may implement immediate changes where necessary for fraud prevention, legal compliance, security, technical integrity, or urgent operational reasons.

12.3 Prospective Application

Unless required by law, or unless fraud, refund, chargeback, Policy violation, attribution error, or similar adjustment applies, material Program changes will generally apply prospectively and will not retroactively reduce rewards that were already finally approved for a completed prior review period.

For clarity, amounts not yet finally approved remain subject to adjustment under this Policy.

12.4 Continued Participation

Continued participation after notice of an updated Policy constitutes acceptance of the updated Policy.

13. Relationship of the Parties

13.1 Independent Contractor

Partner is an independent contractor and independent participant in the Program.

Nothing in this Policy creates any employment, agency, fiduciary, franchise, joint venture, partnership, distribution, reseller, brokerage, or representative relationship between Partner and Giftronaut.

13.2 No Authority to Bind

Partner has no authority to bind Giftronaut, enter into contracts for Giftronaut, make legal commitments on Giftronaut’s behalf, or incur obligations in Giftronaut’s name.

13.3 No Benefits

Partner is not entitled to wages, salary, benefits, insurance, vacation, paid leave, retirement benefits, worker classification protections, or employee-related benefits from Giftronaut.

13.4 No Exclusivity or Territory

This Policy grants no exclusive territory, vertical, account ownership, protected market, or exclusive lead ownership.

14. Assignment

Partner may not assign, transfer, delegate, sell, sublicense, pledge, or otherwise dispose of any rights or obligations under this Policy, whether by contract, merger, reorganization, change of control, or operation of law, without Giftronaut’s prior written consent.

Giftronaut may assign or transfer this Policy or any related Program rights or obligations at any time. Any prohibited assignment by Partner is void.

15. Notices

Program-related notices from Partner should be sent to: support@giftronaut.com, unless Giftronaut designates another contact.

Giftronaut may deliver notices by email, portal notice, onboarding communication, partner communication, or other reasonable method.

16. Disclaimer of Warranties

The Program, Referral Links, Lead Submission tools, reporting, dashboards, and all related systems and materials are provided on an “as is” and “as available” basis.

To the maximum extent permitted by law, Giftronaut disclaims all warranties, whether express, implied, statutory, or otherwise, including implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, availability, uninterrupted service, accuracy, or error-free operation.

17. Limitation of Liability

To the maximum extent permitted by law:

Giftronaut will not be liable for any indirect, incidental, special, consequential, exemplary, punitive, or lost-profit damages;
Giftronaut will not be liable for lost opportunities, lost leads, lost customers, lost revenue, or data loss; and
Giftronaut’s total aggregate liability arising out of or relating to this Policy or the Program will not exceed the total rewards actually paid by Giftronaut to Partner under the Program during the three (3) months immediately preceding the event giving rise to the claim.

These limitations apply regardless of theory of liability and even if a remedy fails of its essential purpose.

18. Indemnification

Partner will indemnify, defend, and hold harmless Giftronaut, WINCUBE, and their respective officers, directors, employees, affiliates, agents, successors, and assigns from and against any third-party claims, actions, liabilities, losses, damages, fines, penalties, judgments, settlements, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to:

Partner’s breach of this Policy;
Partner’s marketing, outreach, or Lead Submission activity;
Partner’s violation of law, regulation, or third-party rights;
Partner’s misuse of Giftronaut marks, materials, or systems; or
any data protection, spam, privacy, or consumer protection issue caused by Partner or persons acting on Partner’s behalf.

19. Force Majeure

Giftronaut will not be liable for any delay, interruption, failure, suspension, or inability to perform resulting from causes beyond its reasonable control, including acts of God, natural disaster, public health events, war, terrorism, labor disruption, internet outage, vendor outage, platform failure, governmental action, sanctions, power outage, cyberattack, fraud event, or other force majeure event.

Giftronaut may delay reporting, review, or payout during such events.

20. Waiver, Severability, and Interpretation

20.1 No Waiver

Failure by Giftronaut to enforce any provision of this Policy is not a waiver of that provision or any other provision.

20.2 Severability

If any provision of this Policy is held invalid, illegal, or unenforceable, the remaining provisions remain in full force and effect, and the invalid provision will be interpreted as closely as possible to reflect its original intent to the maximum extent permitted by law.

20.3 Interpretation

Headings are for convenience only and do not affect interpretation. Giftronaut may interpret this Policy in a commercially reasonable manner for operational consistency, fraud prevention, and compliance purposes.

21. Survival

Any provisions of this Policy that by their nature should survive suspension, termination, or expiration will survive, including but not limited to provisions relating to confidentiality, audit, fraud review, payment adjustments, indemnification, limitation of liability, taxes, governing law, dispute handling, and survival itself.

22. Entire Agreement

This Policy, together with any written onboarding terms, click-through acceptance, and any expressly incorporated Giftronaut program instructions, constitutes the entire agreement between Partner and Giftronaut regarding the Program and supersedes prior discussions or understandings relating specifically to the Program.

In the event of conflict, the following order of precedence applies unless Giftronaut states otherwise in writing:

written amendment signed by Giftronaut;
this Policy;
operational guidance and partner instructions.

23. Governing Law and Jurisdiction

This Policy and any dispute arising out of or relating to the Program will be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of law principles.

Any dispute arising out of or relating to this Policy will be subject to the exclusive jurisdiction of the state and federal courts located in Delaware, and Partner consents to such jurisdiction and venue.