Partner Program Terms

1. Eligibility

The Program is open to operators of websites, newsletters, apps, or community platforms that serve audiences with legitimate demand for custom patches (including but not limited to youth sports, scouting, martial arts schools, YMCA/YWCA branches, camps, corporate ERGs, nonprofits, and community events). You must be at least 18 years old and legally authorized to enter into binding contracts in your jurisdiction.

You must have the authority to embed third-party code on the domain you submit. Embedding the PatchDesign designer on a domain you do not control, operate, or have written authorization to represent is a material breach of these Partner Terms.

We reserve the right to refuse, suspend, or revoke Program participation at our sole discretion, with or without cause, including for reasons related to brand fit, audience quality, regulatory concerns, or prior conduct.

2. Approval and Account Issuance

Upon approval of your application we will issue a unique client key and embed snippet. You are responsible for installing the snippet only on the domain(s) associated with your approved account. We may instrument the designer with anti-fraud telemetry (device, IP, referrer, and session signals) to detect misuse.

Your approval is revocable. We may deactivate your client key at any time if we determine, in our reasonable judgment, that you are in breach of these Partner Terms or that continued participation creates legal, brand, or operational risk for PatchDesign.

3. Qualified Leads and Payouts

A "Qualified Lead" means a unique end-customer inquiry submitted through your approved embed that (a) contains a valid and deliverable email address, (b) includes a patch type, approximate quantity, and design intent, (c) passes our automated and manual fraud screens, and (d) is not a duplicate of an inquiry we received in the prior 180 days from the same contact, IP, or organization.

For each Qualified Lead, PatchDesign will credit the Partner's account $5 USD, subject to the clearance rules in Section 5. Lead credits are granted at PatchDesign's sole discretion based on the Qualified Lead definition above. Our determination of whether a lead qualifies is final.

Payout amounts, lead definitions, and program structure may change with at least 14 days' notice, delivered by email to the address on file or via the Partner dashboard. Continued use of the embed after the effective date constitutes acceptance of the updated terms.

4. Lead Volume Tiers, Caps, and Discretionary Payouts

To protect the Program against fraud, abuse, and concentration risk, Qualified Lead eligibility is tiered by monthly volume and each tier beyond the Starter tier is gated behind additional verification before leads submitted at that tier become payable. The tiers are: Tier 1 "Starter" - up to 10 Qualified Leads per calendar month; Tier 2 "Community" - 11 to 50 Qualified Leads per calendar month; Tier 3 "Regional" - 51 to 100 Qualified Leads per calendar month; Tier 4 "High-Volume" - more than 100 Qualified Leads per calendar month.

Advancement beyond Tier 1 requires, at a minimum, a completed W-9 or W-8 on file, verified domain ownership, an audience attestation describing the source of your traffic, and PatchDesign's written advancement approval (email from [email protected] is sufficient). Advancement to Tier 3 additionally requires enhanced identity verification and an extended 60-day clearance period for leads submitted within that tier. Advancement to Tier 4 is available only by individual invitation and a countersigned program addendum at terms negotiated in writing; leads submitted above the Tier 3 ceiling without an active Tier 4 agreement are not payable and are not retroactively creditable.

In addition to tier gating, PatchDesign may, at its sole discretion, impose per-Partner, per-domain, per-audience, per-IP-range, per-campaign, daily, monthly, quarterly, annual, or cumulative caps on (i) the number of Qualified Leads eligible for credit, (ii) the gross payout amount payable to any Partner, and (iii) the aggregate payout across the Program as a whole. Submissions above any applicable cap are not payable and do not accrue to any Available Balance. Reaching or exceeding a cap without prior written approval does not entitle you to retroactive payment on the excess volume, even if the underlying submissions would otherwise meet the Qualified Lead definition.

All credits, payouts, tier placements, tier advancements, cap levels, and cap adjustments are granted at PatchDesign's sole and absolute discretion, primarily as an anti-fraud and risk-management measure. Participation in the Program and eligibility for any payout is a revocable privilege, not a contractual right, and no provision of these Partner Terms, no prior payout, no historical tier placement, no statement on the Program marketing pages, and no course of dealing creates any binding promise, guarantee, representation, warranty, estoppel, or reasonable expectation of future earnings, future payout rates, future lead volume, future tier status, or future program continuity. PatchDesign may modify, suspend, reduce, cap, withhold, delay, offset, reverse, clawback, or revoke any payout, credit, balance, tier, or program element at any time, with or without cause, and with or without notice, in its sole discretion. This Section is a material condition of the Program and is intended to protect PatchDesign from fraud, gaming, abuse, regulatory exposure, and financial harm; it survives termination of your participation.

Marketing statements on the Program pages (including the earnings calculator and the community partner FAQ) are illustrative only and are not offers, promises, or guarantees. In the event of any conflict between a marketing statement and these Partner Terms, these Partner Terms control.

5. Clearance Period, Minimum Balance, and Payment

Lead credits are held in a pending balance for 30 days (the "Clearance Period") to allow time for chargeback, dispute, and fraud review. Credits that fail review - for reasons including but not limited to bounced email, duplicate submission, fraudulent intent, or withdrawal by the end customer - are reversed and do not become payable.

Cleared credits accrue toward your Available Balance. Payouts are processed monthly on the 1st business day of the month following clearance, provided your Available Balance is at least $50 USD and all tax and payment-detail requirements are satisfied. Balances below the minimum roll forward indefinitely.

Payouts are made via ACH (U.S. partners), PayPal, or check at PatchDesign's option. You are responsible for providing accurate payment details. PatchDesign is not liable for fees, delays, or losses resulting from incorrect or outdated payment information you provide.

6. Tax Documentation (W-9 / W-8)

U.S.-based Partners must submit a completed and signed IRS Form W-9 before any payout is released. Partners outside the U.S. must submit the applicable IRS Form W-8 (e.g., W-8BEN or W-8BEN-E). We will not release funds until valid tax documentation is on file.

PatchDesign will issue Form 1099-NEC to U.S. Partners paid $600 or more in a calendar year in accordance with applicable IRS rules. You are solely responsible for reporting partner income and paying any taxes due. PatchDesign does not withhold taxes from payouts except as required by law.

7. Prohibited Conduct and Fraud Policy

The following are material breaches of the Program. Any single instance is grounds for immediate termination, balance forfeiture, and clawback of prior payouts: (a) self-generated leads submitted by the Partner, the Partner's employees, or the Partner's agents; (b) incentivized submissions, cash-back schemes, or "lead farming" where end users are paid or rewarded to fill the form; (c) impersonation of end customers or use of fabricated contact information; (d) use of bots, headless browsers, link farms, click farms, or any automated traffic source; (e) embedding on domains not approved by PatchDesign; (f) cloaking, iframing, or visual masking intended to deceive end users about the source of the designer; (g) purchasing paid traffic that misrepresents PatchDesign, our customers, or the nature of the offer; (h) bidding on PatchDesign-owned branded keywords or trademarks in paid search; (i) sending unsolicited bulk email ("spam") that promotes the embed; (j) misrepresenting your affiliation with PatchDesign.

We apply statistical, manual, and third-party review to flag suspicious activity. We may require additional identity verification, audience documentation, or supporting evidence at any time. Failure to respond within 10 business days is treated as a breach.

Upon a finding of fraud or a material breach we will: revoke your client key, cancel all pending credits, reverse payouts made in the prior 90 days where we have reasonable basis to believe those credits were fraudulent, and - in clear cases of intentional fraud - refer the matter to law enforcement and pursue civil recovery of damages and attorneys' fees.

8. FTC and Audience Disclosure

If you recommend, promote, or discuss the embed to your audience in a way that suggests a personal endorsement, you must clearly and conspicuously disclose your material connection to PatchDesign in accordance with the U.S. Federal Trade Commission's Endorsement Guides and any analogous rules in your jurisdiction.

You may not represent yourself as an agent, employee, or spokesperson of PatchDesign. You may not make claims about PatchDesign, our products, our fulfillment times, or our pricing that are not expressly authorized in writing.

9. Brand, Trademarks, and Content Use

We grant you a revocable, non-exclusive, non-transferable license to use the PatchDesign name and logo solely to identify the embedded designer on your approved domain(s). Any other use - including merchandise, domain names, paid search, or derivative marks - requires our prior written consent.

We retain all right, title, and interest in the designer, the AI models, the embed snippet, the dashboard, and all associated intellectual property. End-customer designs generated via the embed are governed by our general Terms of Service; this Program does not grant you any rights to those designs.

10. Privacy and Data Handling

The embed collects end-customer data (including email, design inputs, and technical signals) that we process as a data controller under our Privacy Policy. You may not store, resell, syndicate, or independently market to end-customer data captured through the embed. You will comply with all applicable privacy and anti-spam laws, including CAN-SPAM, CASL, GDPR, and CCPA/CPRA, as they apply to your traffic and audience.

If you operate in a jurisdiction that requires cookie or tracking disclosures (e.g., EU/UK, California), you are responsible for providing appropriate notice and consent on your site with respect to the PatchDesign embed.

11. Termination

Either party may terminate Program participation at any time for any reason upon written notice (including email). Upon termination, your client key is revoked and you must remove the embed snippet within 7 days.

Termination does not forfeit cleared payouts that are not the subject of a breach finding. Termination for cause (including fraud, misuse, or chargebacks) may result in forfeiture of all pending and cleared balances and clawback of prior payouts consistent with Section 7.

12. Independent Contractor

You are an independent contractor. Nothing in these Partner Terms creates a partnership, joint venture, employment, or agency relationship. You have no authority to bind PatchDesign, and you are responsible for all of your own expenses, taxes, benefits, and legal compliance.

13. Disclaimers and Limitation of Liability

The Program and the embed are provided "as is" and "as available," without warranty of any kind, express or implied. We do not warrant that the embed will be uninterrupted, error-free, or free of harmful components. We make no representation about future payout rates, lead volume, or earnings you may achieve.

To the maximum extent permitted by law, PatchDesign's total aggregate liability to you arising out of or relating to the Program is limited to the amount of payouts earned by you in the 6 months preceding the event giving rise to the claim. In no event will PatchDesign be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, or loss of goodwill.

14. Indemnification

You will defend, indemnify, and hold harmless PatchDesign and its officers, employees, and affiliates from and against any third-party claim, demand, loss, or expense (including reasonable attorneys' fees) arising out of or relating to (a) your breach of these Partner Terms, (b) your embedding or use of the designer on any domain, (c) the content or conduct of your site or audience, (d) your violation of any law or third-party right, or (e) any representations you make about PatchDesign.

15. Governing Law and Dispute Resolution

These Partner Terms are governed by the laws of the State of Delaware, without regard to conflict-of-law rules. Any dispute not resolved through good-faith negotiation within 30 days will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in Wilmington, Delaware. Each party waives any right to a jury trial and to participate in a class action.

16. Changes to These Terms

We may update these Partner Terms from time to time. Material changes will be announced via email or the Partner dashboard at least 14 days before they take effect. Non-material changes (clarifications, typographical corrections) may take effect immediately. Continued participation in the Program after the effective date of a change constitutes acceptance of the updated terms.

17. Entire Agreement; Assignment; Severability

These Partner Terms, together with our Terms of Service and Privacy Policy, constitute the entire agreement between you and PatchDesign regarding the Program and supersede any prior understandings. You may not assign these Partner Terms without our prior written consent; we may assign freely. If any provision is held unenforceable, the remainder will remain in effect and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.