Partner Terms

Version 2026-11-04, effective on acceptance.

These Partner Terms are between Adwave Digital Inc. ("Adwave", "we") and the business that accepts them ("Partner", "you"). They cover the revenue share and wholesale license programs. The 10% referral program has its own terms.

If you have signed an Order Form with us, it overrides these terms only where it names the clause it changes. These terms and their Schedules are part of every Order Form.

You accept these terms in the Adwave app by ticking an unticked box next to a link to them and clicking Accept, or by signing an Order Form. We record who accepted, when, for which Partner Account, and which version.

1. Definitions

• Account owner: the person your Partner Account names as its owner in the Adwave app.
• Adwave Terms: Adwave's Terms of Service and Privacy Policy.
• Advertiser: a business you bring to Adwave whose campaigns run in a Client Workspace under your Partner Account.
• Client Workspace: an Adwave organization created under your Partner Account for one Advertiser.
• Creative charges: charges for ad creation at the Published Unit Prices.
• Delivery credit: money we return to a wallet when a campaign day delivers less than it was charged for.
• Managed and Self-serve: a Managed Client Workspace's media bills to your Partner Wallet. In a Self-serve Client Workspace, the Advertiser pays from its own wallet by card.
• Media Cost: the media rate shown in your Partner Wallet for each Managed campaign day: what Adwave pays the networks, with no markup.
• Month: a calendar month in US Eastern time. Every monthly amount in these terms uses it.
• Neighborhood mail: printed mail campaigns, billed at list, print, and postage cost.
• Net Spend: as defined in Schedule A2.
• Order Form: a signed Partner Agreement order form that incorporates these Partner Terms.
• Partner Account: your Adwave organization, set up as a partner.
• Partner Wallet: the prepaid balance of your Partner Account.
• Program Model: Revenue Share (Schedule A) or Wholesale License (Schedule B).
• Published Price: the prices shown on adwave.com and in the product when a charge is made.
• Published Unit Prices: the per-unit ad creation prices in Adwave's documentation.
• Self-referral: bringing in your own business, a business you control, or an account created only to earn a share.

2. Joining the program

1. You join by accepting these Partner Terms in the Adwave app or by signing an Order Form. The person who accepts confirms they have authority to bind your business.
2. We may approve or decline any application. We may ask for business details to verify who you are.
3. Your Partner Account uses one Program Model at a time. To switch, ask us; the switch takes effect on the first day of the next Month. While you are on Revenue Share or earning its tail, you cannot buy a license in the app. If a license subscription starts anyway, Revenue Share ends that day with no tail (Schedule A6).
4. When your Advertisers' Net Spend reaches $50,000 in a Month, we will send you an Order Form. A Wholesale License partner signs one above $250,000 of Media Cost a Month, or for any custom terms. We keep paying you while the Order Form is signed, and earned payouts are never forfeited.

3. What you may do

1. During the term, you may market and sell the Adwave service to Advertisers in the United States, create Client Workspaces, and run campaigns for them.
2. You may show your brand to Advertisers at the white-label level your Program Model includes (Schedule A3 or B1), under the rules in Schedule C.
3. You may use the Adwave API and MCP tools when your Program Model includes them, under our developer documentation and rate limits.
4. This relationship is not exclusive. Either of us may work with others, including competitors. We may sell directly to any business in any market.
5. Partner of record. The partner of record for an Advertiser is the Partner Account that holds its Client Workspace. A business that already had an Adwave account, or that we were actively selling to in the 90 days before you created its workspace, earns you a share only if we agree in writing.
6. You may not appoint sub-resellers or let another business use your Partner Account without our written consent.

4. Your responsibilities

1. Authority. You have each Advertiser's permission to create its Client Workspace, run its ads, and share its information with us. You make each Advertiser agree to the Adwave Terms before its campaigns run. If you lacked an Advertiser's authority or agreement, you cover the losses that result.
2. Advertiser terms. Each Advertiser's use of Adwave is governed by the Adwave Terms. On Revenue Share, the Advertiser buys the service from Adwave. On a Wholesale License, you are our customer, the Advertiser is your client, and your contract with it includes the Adwave Terms, which Adwave may enforce.
3. Accurate selling. Describe Adwave accurately. Be honest with Advertisers about what you charge and what results to expect. Do not promise results, delivery, placements, network approvals, or prices we have not published, or make claims about Adwave we have not approved in writing.
4. Pricing on Revenue Share. Advertisers pay Adwave the Published Price. You may sell your own services and bill for them separately. You must not add a charge to Adwave's price or present your fees as Adwave's.
5. Support. You give first-line support to your Advertisers. We support the people who run your Partner Account and handle platform issues you escalate.
6. Ad approval. You or the Advertiser approve every ad before it runs, including copy our tools write. You need evidence for every claim in it. Ads follow Schedule C.
7. Law. You follow the laws that apply to how you market and sell, including the FTC Act, the FTC Endorsement Guides, the FTC rule on consumer reviews and testimonials, CAN-SPAM, the TCPA, and state privacy and telemarketing laws.
8. Integrity. You do not offer or accept bribes or kickbacks. You are not on a US sanctions list, you do not sell to anyone who is or to a sanctioned region, and you tell us at once if that changes.
9. Security. Keep logins and API keys private. Each person uses their own login. Tell us within 72 hours if you learn of unauthorized access.

5. What Adwave does

1. We provide the service to you and your Advertisers as described in the Adwave Terms and documentation.
2. We give your team onboarding, partner support, and sales materials.
3. Each Month we show a statement in the app with Net Spend by Client Workspace, the rate applied, and what we will pay.
4. During the term, we will not solicit your Advertisers to leave your Partner Account. If an Advertiser asks to move to a direct Adwave account, we may move it, and Schedule A6 says what you earn.

6. Payouts, taxes, and set-off

1. Payouts go through Stripe Connect. You complete Stripe's onboarding and accept the Stripe agreement that applies to your account. You authorize us to share your details with Stripe and to see your account's payout status.
2. Payouts are in US dollars to a US bank account. We may hold a payout while Stripe verification, a fraud or sanctions review, or your tax details are incomplete. A held payout is paid once the hold clears.
3. Each party pays its own taxes. Payouts need a valid W-9. Adwave reports payouts on Form 1099 where the law requires it, and withholds tax as the law requires if your tax details are missing.
4. We may subtract from a payout only amounts shown on your statement or on an invoice we sent you, such as license fees, creative charges, or a negative share. Anything still owed when your earnings end is due within 30 days of our invoice.
5. A Month's statement is final 90 days after we pay it. Either of us may correct it before then. After that, neither of us may, except for fraud.
6. If we cannot pay a balance because payouts are not set up, we keep reminding you. If it stays unclaimed, we report it as unclaimed property as the law requires.

7. Confidentiality

1. Each party keeps the other's non-public business information confidential and uses it only for this relationship.
2. This does not cover information that is public, already known, independently developed, or received lawfully from someone else.
3. A party may disclose information when the law requires it, after giving the other party notice where it is allowed to.
4. This duty lasts 3 years after the relationship ends, and for as long as a trade secret stays secret.

8. Intellectual property

1. Adwave owns the service, its software, models, and documentation. You own your brand and your own services. Advertisers own their content and data, including the ads our tools make for them.
2. Each party licenses its brand to the other only as Schedule C describes.
3. We may use feedback you give us without obligation.

9. Data protection

Schedule D sets out how each party handles personal information about Advertisers and their customers.

10. Warranties and disclaimers

1. Each party confirms it has the authority to enter into these terms and will follow the laws that apply to it.
2. Adwave confirms the service will perform materially as described in its documentation.
3. Otherwise, the service is provided as is. We do not guarantee campaign results, delivery volumes, ad network approvals, or any level of income to you.

11. Indemnities

1. You defend Adwave against third-party claims arising from your marketing, your own services, ads you wrote or approved, your breach of the law, or a dispute between you and an Advertiser about your fees. If you lacked an Advertiser's authority, you cover the resulting losses.
2. Adwave defends you against third-party claims that the Adwave service, as we provide it, infringes a US patent, copyright, or trademark, or misappropriates a trade secret. This includes creative our tools generate. It does not cover content supplied by you or an Advertiser, or changes and combinations we did not make.
3. The party seeking defense gives prompt notice, lets the other party control the defense, and cooperates. No settlement may admit fault for the protected party without its consent.

12. Limits of liability

1. Neither party is liable for indirect, special, or consequential damages, or for lost profits. This does not limit amounts owed under Schedules A or B, including tail payments, or amounts owed to a third party under section 11.
2. Each party's total liability is capped at the greater of $25,000 and the amounts paid or payable between the parties under these terms in the 12 months before the claim.
3. For a breach of section 7, Schedule D, or the security duties in section 4.9, the cap is three times that amount. Indemnities under section 11 are also capped at three times that amount.
4. No cap applies to payment obligations, fraud, gross negligence, willful misconduct, or misuse of the other party's brand.

13. Term and ending

1. These terms start when you accept them and continue until either party ends them.
2. You may end them at any time, in the app or by notice. They end on the first day of the next Month. We may end them with 30 days' written notice, for any reason.
3. Either party may end them if the other materially breaches and does not fix it within 30 days of notice.
4. We may suspend or end them at once for fraud, self-referral, illegal activity, a sanctions match, or conduct that puts Advertisers, Adwave, or our ad network relationships at risk.
5. When they end:
   1. Revenue Share tail payments follow Schedule A6. Wholesale Licenses end as Schedule B4 says.
   2. Each Advertiser keeps its workspace and data. It may keep running with Adwave at the Published Price, move to another partner, or export its data and close. We wait 60 days before changing an Advertiser's branding, so you can tell them first.
   3. On a Wholesale License, we contact your Advertisers after the end only if they contact us first, or to keep live campaigns running safely.
   4. Within 30 days, you stop using Adwave's brand and return or destroy our confidential information.
6. Sections 6 to 9, 11 to 13, and 15, and Schedules A and D, survive.

14. Changes to these terms

1. We may update these Partner Terms by publishing a new version with a new date, and telling your account owner by email and in the app at least 30 days before it takes effect. Changes the law requires, or that do not reduce your rights, may take effect sooner.
2. A change never reduces what you have already earned. A change to revenue share rates never applies to Net Spend from before the change.
3. If you end these terms during the notice period, the change never applies to you, including your tail payments. When a change lowers rates or payouts, the app asks you to accept it before it applies to you. Otherwise, if you keep taking part after it takes effect, you accept it.
4. We keep every published version available. An Order Form keeps the version it names and changes only by an amendment both parties sign.
5. Operational policies are our brand guidelines and ad policies. We may change them after 15 days' notice. They never change rates, payouts, or Net Spend.

15. General

1. Relationship. The parties are independent contractors. The word "partner" does not create a legal partnership, joint venture, or agency. Neither party may bind the other.
2. Assignment. Neither party may assign these terms without consent, except to a buyer of its business with notice.
3. Notices. Notices to Adwave go to legal@adwave.com. Notices to you go to your account owner's email.
4. Law and courts. Delaware law governs these terms. Claims go to the state or federal courts in Delaware. Either party may seek an injunction to protect its confidential information or brand.
5. Force majeure. Neither party is liable for delays caused by events beyond its reasonable control. This does not excuse payment.
6. Hiring. During the term and for 12 months after, neither party solicits the other's employees it worked with under these terms. General job postings are allowed.
7. Whole agreement. These Partner Terms, the Schedules, and any Order Form are the whole agreement on this subject. An Order Form overrides the Schedules, and the Schedules override these terms.
8. Other. Electronic acceptance and e-signatures are binding. If a clause is unenforceable, the rest still applies. Not enforcing a clause is not a waiver. Neither party announces the relationship without the other's consent, except as Schedule C allows.

You earn 20% to 30% of your Advertisers' Net Spend, set each month by their combined total. There is no license fee.

A1. Rates

The month's rate applies to all of that month's Net Spend. 30% is the highest rate under these terms.

Example: 30 Advertisers spend $60,000 in March. You earn 25% of $60,000, which is $15,000.

A2. Net Spend

1. Net Spend is the amount taken from your Advertisers' Self-serve wallets for delivered campaign days, at the Published Price, after any discount. It counts in the Month in which it is taken.
2. A refund, delivery credit, or chargeback reduces Net Spend in the Month it is recorded. It never takes an Advertiser below what has already counted for it since Revenue Share started. Reversals of charges made before Revenue Share started do not count.
3. Net Spend does not include ad creation, taxes, the card processing fee added to a deposit, wallet deposits not yet spent, neighborhood mail, Managed media, or anything an Advertiser pays directly to an ad network such as Meta or Google.
4. Spend from self-referral is not Net Spend.

A3. How it works

1. Each Advertiser funds its own wallet by card and pays the Published Price. Adwave is the seller of record: checkout names Adwave, and the card statement shows Adwave.
2. Your team may still create and run each Advertiser's campaigns.
3. Ad creation for your Advertisers is billed to your Partner Wallet at the Published Unit Prices, as on a Wholesale License. Keep your wallet funded so your Advertisers can make ads.
4. Revenue Share includes co-branded white-label: your name and logo on an Adwave partner address, shown as "powered by Adwave". Your own domain and sending address need a Growth or Scale license or an Order Form.
5. Revenue Share includes the Adwave API and MCP tools.
6. Managed Client Workspaces need a Wholesale License.

A4. Payouts

1. We calculate each Month's share when the Month closes. It is held for 30 days from the Month's end.
2. After the hold, we pay it in the next daily payout run, once your payable balance is at least $50 and you have set up payouts. Smaller balances carry over.
3. Example: March's share is calculated on April 1 and paid from May 1.
4. When your earnings end, we pay any positive balance, whatever the amount.

A5. Reversals and discounts

1. A reversal counts toward the total and the rate of the Month it is recorded in, within the limit in A2.2. A Month below zero uses the 20% rate.
2. A negative share carries forward and reduces your next payouts while you are still earning. We invoice what is still owed only when your earnings end. The invoice is due within 30 days.
3. If you ask us to give an Advertiser a discount or credit, we take its full amount out of your share. It does not also reduce Net Spend.

A6. How long you earn

1. You earn on each Advertiser for as long as its Client Workspace stays under your Partner Account and these terms are in effect.
2. After these terms end, you keep earning for 12 months on the Advertisers whose workspaces were under your Partner Account before the end date. During those months, their combined Net Spend sets the rate.
3. There is no tail when we end these terms under 13.3 for your uncured material breach, or under 13.4 for fraud or self-referral. Ending under 13.4 for risk alone does not cost you the tail.
4. Switching to a Wholesale License ends Revenue Share on the switch date, with no tail.
5. If an Advertiser moves to a direct Adwave account at its own request, you keep earning on it for 12 months from the move. If it moves to another partner, you stop earning on it from the move.
6. After your earnings end, Self-serve Advertisers with no license keep running at the Published Price, with Adwave as seller. Nothing more is earned on them.

A7. No double payment

Net Spend that earns Revenue Share never also earns a referral commission. When you move a referred business under your Partner Account, its referral commission stops and Revenue Share starts.

You pay a monthly license sized by the media you manage, media bills at cost, and you set your own price to Advertisers.

B1. Licenses

Above $250,000 a month, the license is set by Order Form. Annual licenses cost ten months, paid up front. There is no setup fee, and no seat or per-client fee.

B2. Media and pricing

1. Managed clients. Each live campaign day bills your Partner Wallet at Media Cost. You invoice the Advertiser yourself. Campaigns pause if your wallet cannot cover the day.
2. Self-serve clients. The Advertiser pays by card into its own wallet at the retail price you set. Card charges are made on your behalf through your connected Stripe account, so the statement shows your brand. Your margin is paid out through Stripe Connect in the daily payout run.
3. You set your own prices. Any price we suggest is only a suggestion. You are responsible for what you tell Advertisers about your price.
4. Ad creation is billed to your Partner Wallet at the Published Unit Prices. Failed generations are not billed.

B3. Spend bands

1. The band is the Media Cost of your Managed Client Workspaces that your license includes each Month. Going over a band never pauses delivery.
2. After two Months in a row over your band, we schedule an upgrade to the next license 14 days after the second Month closes. Scale has no higher license; above its band, we offer an Order Form.
3. If the Month after an upgrade closes under your old band, you may move back down, once in any 12 months.

B4. If the license lapses

1. If your license subscription is not active, you cannot launch new campaigns. You may still add clients and drafts.
2. Live campaigns keep running until the wallet that pays for them cannot cover a day.
3. When these terms end, the license ends at the end of the paid period. Prepaid fees are refunded pro rata if we end without cause or you end for our uncured breach.

B5. Refunds and clawbacks on Self-serve clients

Refunded, disputed, or reversed Self-serve charges reduce your future margin payouts. If those payouts do not cover them, you repay the difference within 30 days of our invoice.

You may sell under your own brand, but you must sell honestly, follow the ad networks' rules, and never pass yourself off as Adwave.

C1. Brand licenses

1. During the term, Adwave lets you use the Adwave name and logo to market the service, following our brand guidelines. The license is non-exclusive and cannot be transferred.
2. You let Adwave use your name, logo, colors, and product name to run your white-label login, emails, and app screens. With your consent, we may also list you in a partner directory.
3. You may present the service under your own product name. On Revenue Share, it shows as "powered by Adwave", and checkout names Adwave as the seller. You may not say you are Adwave, or that Adwave is part of your company.
4. White-label never hides the Advertiser's own name on its ads.

C2. Marketing rules

1. Do not bid on "Adwave" or close variants in paid search, or register domains or social handles that contain it.
2. When you earn from recommending Adwave, say so clearly next to the recommendation, for example "I earn a commission if you sign up." A label such as "affiliate link" alone is not enough. This is what the FTC Endorsement Guides require. We may review your marketing and ask you to correct it.
3. Do not post or buy fake reviews, reward only positive reviews, or use fake followers. The FTC rule on consumer reviews and testimonials (16 CFR Part 465) forbids them. Results you quote must be real. If a result beats what clients generally get, say next to it what they generally get.
4. You are the sender of your marketing email. It follows CAN-SPAM: accurate sender details, a clear ad label, your postal address, and a working opt-out honored within 10 business days. Remove anyone on Adwave's opt-out list.
5. Marketing calls and texts need the prior express written consent the TCPA requires, honor opt-outs within 10 business days, and respect do-not-call lists. If an Advertiser will call or text leads from an Adwave form, the form carries consent language and the Advertiser keeps proof of consent.

C3. Advertiser conduct

1. Ads follow Adwave's ad policies, including its prohibited and restricted categories.
2. Ads for gambling, pharmacy, telehealth, addiction treatment, financial products, or alcohol need our approval first, plus any certification the networks require. Cannabis and recreational drug ads are not allowed.
3. Housing, employment, and credit ads must be marked as such in the app. They may not target or exclude people by age, sex, race, or family status, or by ZIP codes used as a stand-in for them. Fair housing, fair lending, and employment laws apply, not only network rules.
4. Political and issue ads run only through Adwave's political ads flow. You confirm who is paying and give us their verified details. Ads carry every disclosure the law requires, including labels on AI-made content. We may refuse political ads in any state, and we keep the records the law requires.
5. You follow each network's rules for agencies and resellers, such as Google's third-party policy: be honest about costs and expected results, and give each Advertiser its own Client Workspace and its own reporting. A network or TV publisher may reject any ad.
6. We may pause or remove an ad, or suspend a Client Workspace, that breaks these rules or the law.

Who controls Advertiser data depends on the Program Model. Each party protects what it holds and uses it only for this relationship. Adwave makes the commitments in D2 to whoever is the business for that data under D1.

D1. Roles

D2. What Adwave commits to as a service provider

1. Adwave processes personal information only to run, measure, and report on campaigns, and to bill for them.
2. Adwave does not sell it, or keep, use, or disclose it outside its direct relationship with the business it serves.
3. When an Advertiser tells us to send customer lists or conversion data to an ad network, the Advertiser makes that disclosure and gives the notices and opt-outs it needs. We pass on the opt-out signals each network accepts.
4. Adwave does not combine it with personal information from other sources, except as the law allows a service provider to.
5. Adwave follows the CCPA and the processor terms of each other US state privacy law that applies, and gives the level of privacy protection the law requires of the business. It says so if it can no longer do so, and the business may then take reasonable steps to stop and fix any unauthorized use.
6. Once a year, the business may check Adwave's compliance, for example with a security questionnaire.
7. Adwave binds its subprocessors to the same terms and keeps a current list of them.
8. Adwave reports a confirmed security incident affecting that personal information within 72 hours, and helps answer consumer requests.
9. When these terms end, Adwave deletes or returns that information within 90 days, unless the Advertiser keeps its workspace or the law requires us to keep it.

D3. What you commit to

1. You have a lawful basis and the notices or consents needed for any personal information you give us, including customer lists for audiences.
2. You do not upload health information, precise location, information about children under 16, or other sensitive personal information.
3. You use data from a Client Workspace only to serve that Advertiser.
4. You tell us within 72 hours if you learn of a security incident involving Adwave accounts or data.

D4. Where data is processed

Adwave processes data in the United States. The program is open to US businesses at launch.