HEROIC PARTNER PROGRAM AGREEMENT
Last updated: May 8, 2026
1. AGREEMENT OVERVIEW
This Partner Program Agreement ("Agreement") is entered into between Heroic Public Benefit Corporation ("Company," "Heroic," "we," or "us") and the individual or entity ("Partner," "you") who applies and is accepted into the Heroic Partner Program ("Program").
This Agreement governs your participation in the Program, including how you promote Heroic products, how commissions are earned and paid, and the responsibilities of both parties.
By participating in the Program, you acknowledge that you have read, understood, and agree to be bound by these terms. You should consider consulting legal counsel before agreeing.
2. ELIGIBILITY & ENROLLMENT
Participation in the Heroic Partner Program is by application and invitation. Heroic reserves the right to accept or reject any application at its sole discretion.
Applicants must be at least 18 years of age.
Applicants must have access to an audience relevant to Heroic's mission and products.
Applications are reviewed by the Head of Partnerships (TG).
Strategic partners may be invited directly by the Heroic leadership team.
Heroic may also accept partners through its customer-to-partner pipeline (existing Heroic customers who want to promote the brand).
There are no geographic restrictions. The Program is open globally.
For purposes of this Agreement, an "Active Partner" is a Partner who has generated at least one qualifying commission in the preceding 12-month period and remains in good standing.
3. COMMISSION STRUCTURE
The Heroic Partner Program uses a tiered commission structure based on cumulative referral volume. Partners can earn up to 50% commission on eligible digital products, with up to 5% override or sub-affiliate commission at higher tiers. Any override commissions are included within, and not in addition to, the maximum stated commission rates. Commissions are calculated on net revenue received by Heroic, defined as gross purchase price less refunds, chargebacks, payment processing fees, discounts, and applicable taxes.
Eligible Products and Rates. Commissions apply only to eligible digital products explicitly designated as commissionable in the Heroic Partner Dashboard (Dub.co). A complete list of eligible products, pricing, per-product commission rates, tier levels, qualification thresholds, and override structures is available in your Partner Dashboard upon acceptance into the Program.
Product Eligibility and Source of Truth. Heroic reserves the sole right to designate which products, services, or offers are eligible for commission under the Program. The Heroic Partner Dashboard (Dub.co) is the authoritative source for all eligible products, applicable rates, and tier eligibility. If a product is not displayed as commissionable in your Partner Dashboard at the time of sale, it is not commissionable, regardless of whether a referral link click occurred. In the event of any conflict between this Agreement and the terms displayed in the Partner Dashboard, the Partner Dashboard controls for commercial terms (eligible products, rates, tiers, thresholds, and override structure); this Agreement controls for legal terms.
The following categories are not eligible for commission under the Program:
Enterprise sales and any custom-priced or negotiated agreements (see Section 4 for full definition).
Select premium programs, live events, or limited-time promotions designated as non-commissionable in the Partner Dashboard.
Bulk seat or multi-organization purchases made under separate agreements with Heroic.
Heroic may update product eligibility from time to time with reasonable notice to Active Partners. Changes will not apply retroactively to commissions already earned.
Tier Advancement. Tiers are based on cumulative volume (total qualifying sales over time). Once a tier is earned, it is maintained subject to periodic review based on program engagement.
Commission Period. New Partners earn commissions on all qualifying purchases made by their referred customers within a 12-month window from the date of the customer's initial referred purchase. This includes any upsells or additional product purchases the customer makes within that 12-month period across the full value ladder. Heroic may designate certain products or tiers as non-commissionable.
Heroic reserves the right to modify the commission structure with 30 days' written notice to all Active Partners.
4. ENTERPRISE SALES EXCLUSION
Enterprise sales are categorically excluded from the Heroic Partner Program and do not generate commission of any kind, regardless of referral attribution. This exclusion is intentional: enterprise opportunities are handled exclusively through Heroic's direct sales channel, which involves custom pricing, individually negotiated terms, and direct engagement from Heroic personnel that fall outside the standard self-serve commission model.
Definition of Enterprise Sale. For the purposes of this Agreement, an "Enterprise Sale" includes, without limitation, any transaction that meets one or more of the following criteria:
Involves a master services agreement (MSA), enterprise license agreement, statement of work, or other individually negotiated contract.
Includes custom pricing, volume discounts, negotiated discounts, or any non-standard commercial terms.
Involves direct engagement from Heroic's sales, partnerships, business development, customer success, or executive teams during the sales process.
Constitutes a bulk seat purchase, multi-organization license, site license, team license, or other purchase made on behalf of an organization rather than an individual end user.
Is routed through Heroic's direct sales pipeline, regardless of how the prospect initially encountered Heroic.
Is identified by Heroic in the Partner Dashboard or partner documentation as an enterprise, B2B, or non-commissionable deal.
No commission, regardless of attribution. If a customer first clicks a Partner link but ultimately converts through Heroic's enterprise sales channel under any of the conditions above, no commission is earned. The 60-day cookie window and first-touch attribution rules described in Section 5 apply only to qualifying self-serve digital product purchases listed as commissionable in the Partner Dashboard.
Partner referral of enterprise prospects. Partners who identify potential enterprise opportunities (for example, a corporate prospect interested in deploying Heroic at scale across an organization, team, or workforce) are encouraged to refer those leads to partners@heroic.us for direct handoff to Heroic's sales team. While such referrals do not earn standard Program commissions, Heroic may, at its sole discretion, offer separate referral arrangements for qualified enterprise introductions on a case-by-case basis. Any such arrangement must be agreed in writing in advance and is governed by terms separate from this Agreement.
Subsequent enterprise conversion. If a referred customer initially converts through a self-serve purchase within the commission window but subsequently enters into an Enterprise Sale, all commission eligibility for that customer terminates upon execution of the enterprise agreement, and no further commissions are earned on any purchases or upgrades made by that customer thereafter.
Heroic determines what is enterprise. Heroic's classification of any transaction as an Enterprise Sale is final and binding for purposes of this Agreement.
5. TRACKING & ATTRIBUTION
All referrals are tracked through unique Partner links provided via Dub.co, the Program's tracking and attribution platform.
Attribution Model: First-touch. The Partner whose link a customer first clicks receives credit for the referral, regardless of subsequent clicks on other Partner links.
Cookie Window: 60 days. If a customer clicks a Partner's link and completes a qualifying purchase within 60 days, the Partner receives commission credit.
Dashboard Access: Partners have real-time access to their performance data through the Dub.co partner dashboard, including clicks, conversions, commissions earned, and payout history.
Disputes: In the event of an attribution dispute, Heroic will review first-touch data in Dub.co. The original referring Partner (first click) receives credit. Only one Partner receives commission per customer. Heroic's determination is final. Heroic's tracking data is the system of record for all commission calculations and attribution decisions.
Enterprise carve-out: Notwithstanding any first-touch attribution, transactions that meet the definition of an Enterprise Sale under Section 4 are excluded from commission tracking and payout, even when a Partner link click is recorded within the cookie window.
Partners may not purchase through their own referral links to earn commissions on personal purchases. Self-referral activity will result in commission forfeiture and potential program removal.
6. PAYMENT TERMS
Payout Schedule: Commissions are paid twice monthly, on the 10th and 25th of each month.
Provisioning Window: 30 days. Commissions are paid only on amounts actually received by Heroic. Commissions become eligible for payout 30 days after the qualifying sale. This allows for refund processing and fraud detection.
Minimum Payout: None currently. Any earned commission amount is paid on the next scheduled payout date. Heroic reserves the right to introduce a minimum payout threshold with 30 days' notice.
Payment Method: Payouts are processed via Stripe through the Dub.co platform. Partners must maintain valid payment information on file.
Currency: All commissions are calculated and paid in USD.
Tax Responsibility: Partners are independent contractors and are solely responsible for reporting and paying all applicable taxes on commission income. Partners may be required to submit W-9 (US) or W-8BEN (international) forms before receiving payouts.
Refund and Clawback Policy: If a referred customer receives a refund, cancels a purchase, or initiates a chargeback, the associated commission will be deducted from the Partner's future payouts. The 30-day provisioning window is designed to catch most refunds before commission is paid. If a customer's payment plan goes to collections or remains delinquent for more than 4 weeks, commission payments for that customer cease. Heroic reserves the right to withhold or reverse commissions generated through fraudulent, deceptive, or non-compliant activity.
7. PARTNER OBLIGATIONS
By participating in the Heroic Partner Program, you agree to:
Promote Heroic products ethically, accurately, and in alignment with Heroic's mission and brand values.
Use only Heroic-approved materials, messaging, and promotional assets that are consistent with the brand.
Direct potential customers exclusively through your unique Partner tracking link(s).
Comply with all applicable laws, including the FTC Guidelines on endorsements and the CAN-SPAM Act.
Disclose your affiliate relationship in all promotions, as required by FTC guidelines.
Use Partner links only on properties you own or control: your website, email list, social media accounts, and paid advertising (subject to restrictions below).
Not send unsolicited emails, bulk messages, or any communication that could be classified as spam.
Not post Partner links on websites or platforms you do not own, except for social media posts on your own accounts.
Enterprise lead handoff. Partners agree not to represent themselves as Heroic sales representatives, negotiate on Heroic's behalf, or solicit enterprise contracts. If a Partner identifies an enterprise prospect (as defined in Section 4), the Partner agrees to refer the lead to partners@heroic.us for direct handoff to Heroic's sales team rather than attempt to convert the prospect through their referral link. Partners acknowledge that enterprise transactions are not commissionable under this Agreement and that any compensation for enterprise introductions, if offered, will be governed by a separate written arrangement.
Paid Advertising Restrictions:
No brand keyword bidding on Google Ads, Meta/Facebook Ads, or any paid search/social platform using "Heroic," "PhilosophersNotes," "Philosopher's Notes," "Brian Johnson Heroic," or any variation of Heroic brand terms.
Partners MAY run paid ads to their own content (blog posts, videos, landing pages) that naturally link to their Partner URL, provided the ad itself does not use Heroic brand terms in the ad copy, headlines, or targeting keywords.
Inappropriate Conduct. The following will result in immediate review and potential removal from the Program:
Communication that is unethical in intent or content.
Promotion that involves discrimination based on any protected characteristic.
Use of unlawful material or intellectual property violations.
Offering cash incentives, unauthorized discounts, or rebates as a promotion tactic.
Misuse of Heroic's videos, images, brand assets, or likeness in misleading ways.
Any activity Heroic deems inappropriate at its sole discretion.
Heroic reserves the right to audit Partner activity for compliance with this Agreement.
8. COMPANY OBLIGATIONS
Heroic commits to providing Partners with:
Accurate, real-time tracking and reporting via the Dub.co partner dashboard.
Timely commission payments on the published schedule (10th and 25th of each month).
Promotional assets, swipe copy, and co-branded resources via Partner HQ.
A twice-monthly Partner Newsletter with program updates, tips, and performance highlights.
Dedicated support via partners@heroic.us.
A minimum of 30 days' written notice before any material changes to commission rates, tier structure, or payout terms.
9. PARTNER BENEFITS
Active Partners in good standing may be eligible for:
Partner discounts on Heroic products and programs.
Quarterly incentives, including recognition, bonuses, and exclusive experiences for top-performing Partners.
Referral bounties and bonuses for specific milestones and program achievements.
Specific incentive details, eligibility criteria, and current offerings are available in your Partner Dashboard and communicated via the Partner Newsletter. Incentive programs may be updated from time to time at Heroic's discretion.
10. INTELLECTUAL PROPERTY & BRAND USAGE
The Partner acknowledges Heroic's ownership of all copyrights, trademarks, trade secrets, patents, and other intellectual property ("Company IP").
Heroic grants the Partner a non-exclusive, non-transferable, revocable license to use Heroic's brand assets (logos, approved graphics, and promotional materials) solely in connection with authorized promotional activities under this Program.
No modification of Heroic brand assets is permitted without written approval.
This license is valid only while the Partner is in good standing.
Heroic reserves the right to review any Partner promotion and request changes or removal.
Unauthorized use of Company IP constitutes infringement and may result in legal action.
The Partner grants Heroic a non-exclusive license to use the Partner's name, likeness, trademarks, and business branding to advertise the Partner Program (e.g., in Partner spotlights, newsletters, and case studies).
11. NON-EXCLUSIVITY
This Agreement does not create an exclusive relationship. The Partner may promote other products and services, including those that may compete with Heroic. Heroic may engage any number of Partners and may work with any individual or company it chooses.
The Partner is an independent contractor and not an employee, agent, partner, or joint venturer of Heroic. Nothing in this Agreement creates any employment, agency, partnership, or franchise relationship. Partner retains full discretion over how and when to promote, subject to compliance with this Agreement.
12. CONFIDENTIALITY
Program terms, commission rates, internal performance data, and strategic program information are confidential.
Partners may not share specific program details, commission structures, or internal data publicly without written approval from Heroic.
This confidentiality obligation applies during and after participation in the Program.
13. TERM, TERMINATION & SUSPENSION
This Agreement begins upon Heroic's acceptance of the Partner's application and continues until terminated by either party.
Termination. Either party may terminate this Agreement at any time, with or without cause, by providing written notice to the other party.
Immediate Termination. Heroic may terminate a Partner immediately and without notice for:
Fraud, misrepresentation, or deceptive practices.
Violation of any term of this Agreement.
Violation of intellectual property rights.
Failure to comply with applicable laws.
Publishing or distributing illegal, harmful, or defamatory material.
Brand keyword bidding in violation of Section 7.
Misrepresenting Heroic to enterprise prospects or attempting to negotiate enterprise terms in violation of Section 4 or Section 7.
Post-Termination. Upon termination, all pending commissions for previously qualified sales will be paid on the next scheduled payout date. The Partner must remove all tracking links, promotional materials, and Heroic brand assets within 30 days. No commissions are earned on referrals made after the termination date.
Violation of Agreement terms may result in forfeiture of all rights under this Agreement, including unclaimed payouts.
14. EARNINGS DISCLAIMER
You accept and agree that you are fully responsible for your progress and results from your participation in this Program. Heroic offers no representations, warranties, or guarantees regarding earnings or results. Results vary significantly by Partner based on audience, effort, and promotional approach.
Any examples of earnings or results shared by Heroic (on its website, in communications, or in promotional materials) are for illustration only and are not guarantees. Heroic does not provide legal, medical, psychological, or financial advice through this Program.
15. INDEMNIFICATION & LIMITATION OF LIABILITY
The Partner shall defend, indemnify, and hold harmless Heroic, its officers, employees, contractors, directors, related entities, trustees, affiliates, and successors from and against any and all liabilities, claims, damages, judgments, settlements, investigations, costs, and attorney fees arising from the Partner's promotional activities, use of Company IP, or breach of this Agreement.
Heroic shall not be liable for indirect, incidental, special, consequential, or punitive damages arising from the Partner's participation in the Program. Heroic's total liability under this Agreement is limited to the total commissions earned by the Partner in the 12 months preceding the claim.
Heroic is not liable for platform downtime, tracking errors, or service interruptions beyond its reasonable control.
16. FORCE MAJEURE
In the event that any cause beyond the reasonable control of either party, including but not limited to acts of God, war, curtailment or interruption of transportation facilities, threats or acts of terrorism, a pandemic, government action, labor strike, or civil disturbance, makes performance inadvisable, illegal, or impossible, the affected party's performance obligations shall be extended without liability for the duration of such event.
17. MODIFICATIONS
Heroic may modify this Agreement from time to time. Material changes to commission rates, tier structure, or payout terms require a minimum of 30 days' written notice to all Active Partners. Continued participation in the Program after the notice period constitutes acceptance of the modified terms.
Non-material updates (clarifications, formatting, additional products) may be made at any time and will be communicated via the Partner Newsletter or partners@heroic.us.
18. GOVERNING LAW & DISPUTE RESOLUTION
This Agreement shall be governed by and construed in accordance with the laws of the State of Texas.
Any disputes arising under or related to this Agreement shall be resolved through binding arbitration, with the arbitrator's decision being final. This Agreement binds the parties, their heirs, successors, assigns, and personal representatives.
