Cherrypicker Partner Program Terms

1. Overview and Acceptance

These Cherrypicker Partner Program Terms (the “Terms”) govern participation in the Cherrypicker Partner Program (the “Program”) offered by Cherrypicker Inc. (“Cherrypicker,” “we,” “us,” or “our”). Under the Program, an approved Partner may refer eligible companies to Cherrypicker and may earn Bonus Credits when those companies make Qualifying Purchases.

1.1 Who agrees. The company that holds the Cherrypicker company account applying to the Program agrees to these Terms. The individual accepting these Terms represents that they are an owner, administrator, or other authorized representative of that company and have authority to bind it.

1.2 How you accept. You accept these Terms by checking the acceptance box when applying to or enrolling in the Program. We may record the version of the Terms accepted, the date and time of acceptance, and the user who accepted them.

1.3 Other terms. The Cherrypicker Terms of Use and Privacy Policy continue to apply to your use of Cherrypicker. If there is a conflict between these Terms and the Cherrypicker Terms of Use concerning the Program, these Terms control with respect to the Program.

2. Definitions

For purposes of these Terms:

• “Active Company Account” means a Cherrypicker company account that is open, in good standing, and permitted by Cherrypicker to use the platform.
• “Affiliate” means an entity that directly or indirectly controls, is controlled by, or is under common control with another entity.
• “Bonus Credits” means promotional Cherrypicker platform credits awarded to a Partner under the Program. Bonus Credits are not cash, have no cash or redemption value, cannot be withdrawn, refunded, sold, assigned, exchanged, or transferred to another account, and may be used for eligible Cherrypicker services or platform actions that Cherrypicker permits to be paid for with Cherrypicker credits, in accordance with the Cherrypicker Terms of Use and these Terms.
• “Partner” means the company associated with an Active Company Account that has applied to the Program, accepted these Terms, and been approved by Cherrypicker.
• “Qualifying Purchase” means an eligible paid purchase of Cherrypicker credits by a Referred Company during the applicable Referral Period, as further described in Section 5.2.
• “Referred Company” means a company that is properly attributed to a Partner under Section 4 and approved and activated by Cherrypicker.
• “Referral Period” means the 12-month period beginning on the date of a Referred Company’s first Qualifying Purchase, subject to Section 5.2.
• “Referral Link” means the unique link, code, or other tracking method Cherrypicker provides to a Partner for purposes of attributing referrals under the Program.

3. Eligibility and Approval

3.1 Active account required. Only a company with an Active Company Account may participate as a Partner. Bonus Credits are added only to that Partner’s applicable Cherrypicker company account.

3.2 Approval. Cherrypicker reviews Program applications and may approve or reject an application in its sole discretion. Cherrypicker is not required to provide a reason for its decision.

3.3 Accurate information. A Partner must provide accurate Program information and keep that information current.

3.4 Continuing eligibility. A Partner must remain eligible for the Program and in compliance with these Terms. Cherrypicker may require reasonable information or certifications to confirm continuing eligibility.

4. Referral Links and Attribution

4.1 Referral Link. After approval, Cherrypicker may provide a Referral Link or referral code associated with the Partner. Cherrypicker may change or retire a Referral Link or code. A previously shared link may stop functioning after it is changed or retired.

4.2 Standard attribution. Unless Cherrypicker approves another attribution method, a company becomes a Referred Company when:

• it first reaches Cherrypicker through the Partner’s Referral Link;
• it requests access or begins account registration within 90 days after that tracked visit using a trackable browser or device; and
• Cherrypicker approves and activates the company’s account.

4.3 Manual attribution. If a Partner introduced a company that signed up without using the Partner’s Referral Link, the Partner may request manual attribution. Cherrypicker will consider the request only if the company was activated within the preceding 60 days and is not already attributed to another partner. Cherrypicker may request reasonable evidence of the introduction. Cherrypicker’s attribution decision is final.

4.4 Excluded referrals. A company is not eligible to become a Referred Company if, before the Partner’s referral, the company already had a Cherrypicker account or pending access request, was already in an active sales process with Cherrypicker as determined from Cherrypicker’s records, is the Partner itself or an Affiliate of the Partner, or the referral otherwise violates these Terms.

4.5 One Partner per Referred Company. Each Referred Company may be attributed to only one Partner. If more than one Partner claims a company, the Referral Link or code used in connection with sign-up generally controls. If no valid tracked referral resolves the issue, Cherrypicker’s records and reasonable determination control.

4.6 Affiliates and procurement entities. Cherrypicker may treat parent companies, subsidiaries, Affiliates, commonly controlled entities, procurement entities, and other related billing or purchasing entities as a single Referred Company where reasonably necessary to reflect the underlying customer relationship, prevent duplicate rewards, or prevent gaming of the Program.

4.7 Tracking limitations. Attribution may rely on cookies, links, codes, browser data, account records, CRM records, and other reasonable tracking methods. If a visitor blocks or clears cookies, changes browsers or devices, or otherwise prevents tracking, the referral may not be automatically attributed. Cherrypicker is not responsible for referrals it cannot reasonably verify or track.

5. Referral Bonus

5.1 Bonus amount. For each Qualifying Purchase, the Partner earns Bonus Credits equal to 20% of the number of eligible Cherrypicker credits purchased by the Referred Company, rounded down to the nearest whole Bonus Credit. For example, a purchase of 1,000 eligible credits earns 200 Bonus Credits, and a purchase of 333 eligible credits earns 66 Bonus Credits.

The calculation is based solely on the number of eligible credits purchased, not the dollar price paid per credit. Discounts, negotiated pricing, package pricing, taxes, fees, or other price adjustments do not increase the number of Bonus Credits earned unless Cherrypicker expressly states otherwise.

5.2 Qualifying Purchases and Referral Period. A Qualifying Purchase is a completed, paid purchase of Cherrypicker credits by a Referred Company during its Referral Period. A Referred Company must make its first Qualifying Purchase within 12 months after Cherrypicker activates the Referred Company’s account. If it does not, the referral expires and no Bonus Credits are earned from that company unless Cherrypicker approves otherwise. If a first Qualifying Purchase occurs within that period, the Referral Period begins on the date of that first Qualifying Purchase and continues for 12 months. Qualifying Purchases may include one-time credit purchases, initial credit-based subscriptions, and credit-based subscription renewals during the Referral Period. Qualifying Purchases do not include:

• dollar-priced services or service fees that do not include eligible Cherrypicker credits, including services such as Sourcing Support, unless Cherrypicker expressly designates them as eligible;
• free, promotional, complimentary, bonus, test, replacement, re-credited, or administratively granted credits;
• amounts attributable to taxes, payment processing fees, penalties, or other non-credit charges; or
• purchases made outside the applicable Referral Period.

5.3 30-day validation hold. Bonus Credits remain pending for 30 days after the applicable Qualifying Purchase. After the hold period, the Bonus Credits are added to the Partner’s account. If payment for the underlying Qualifying Purchase is disputed, reversed, charged back, cancelled, subject to an approved adjustment by Cherrypicker, or otherwise not successfully collected during the hold period, Cherrypicker may cancel or adjust the pending Bonus Credits attributable to that purchase.

5.4 Later adjustments; fraud. If, after Bonus Credits have posted, payment for the underlying Qualifying Purchase is disputed, reversed, or charged back, or the purchase becomes subject to an approved adjustment by Cherrypicker, such as a correction of a duplicate or erroneous charge, Cherrypicker may remove the Bonus Credits attributable to that purchase, in whole or in proportion to the adjustment. If those Bonus Credits have already been used, Cherrypicker may deduct an equivalent number of credits from the Partner’s account balance or from Bonus Credits the Partner earns later. Cherrypicker may also cancel, reverse, or remove pending or posted Bonus Credits where the underlying purchase, referral, attribution, or Program activity involved fraud, abuse, error, duplicate attribution, chargeback abuse, or a breach of these Terms.

5.5 No cash value; no transfer. Bonus Credits are promotional platform credits only. They have no cash value and may not be redeemed for cash, refunded, sold, exchanged, assigned, pledged, or transferred to another person or account.

5.6 Expiration. Each award of Bonus Credits expires 12 months after the date those Bonus Credits are posted to the Partner’s account, unless applicable law requires otherwise or Cherrypicker expressly provides a longer period.

5.7 Records and disputes. Bonus calculations are based on Cherrypicker’s records. The Partner dashboard may show referred companies and pending, posted, cancelled, or expired Bonus Credits. A Partner must notify Cherrypicker of an alleged Bonus Credit error within 60 days after the Bonus Credits posted or reasonably should have posted. Cherrypicker may deny untimely claims to the extent permitted by law.

5.8 Future rate changes. Cherrypicker may change the Program’s bonus rate for future Qualifying Purchases in accordance with Section 11. A change will not reduce Bonus Credits already pending or posted and will not retroactively change the rate applicable to a completed Qualifying Purchase.

6. Professional Responsibility and Compliance

6.1 Partner responsibility. Each Partner is solely responsible for determining whether its participation in the Program, any particular referral, and the receipt or use of Bonus Credits are permitted under all laws, regulations, professional-conduct rules, professional-independence standards, ethics rules, client agreements, fiduciary duties, internal policies, and other obligations applicable to the Partner, its personnel, and the applicable client relationship.

6.2 Regulated professions. A Partner must not make a referral or accept Bonus Credits relating to a referral if doing so would impair professional independence, create a prohibited or non-waivable conflict of interest, constitute an impermissible commission or referral fee, violate a fiduciary or professional duty, or otherwise violate any applicable rule or obligation. The fact that Bonus Credits are non-cash platform credits does not relieve a Partner of this responsibility.

6.3 Required disclosures and consents. If a law, professional rule, client agreement, internal policy, or other applicable requirement calls for disclosure, informed consent, approval, waiver, or other documentation relating to a referral or benefit, the Partner is solely responsible for satisfying that requirement before making the referral or accepting the related Bonus Credits.

6.4 Certification on enrollment. When applying to the Program, the Partner confirms that it is responsible for determining whether participation in the Program and receipt of Bonus Credits are permitted under requirements applicable to the Partner. The Partner further agrees to make referrals for which Bonus Credits are accepted only when the Partner has determined that doing so is permitted.

6.5 Opting out of rewards. A Partner may notify Cherrypicker that a particular referral should not generate Bonus Credits. Cherrypicker may also decline, cancel, withhold, reverse, or remove Bonus Credits where Cherrypicker reasonably determines that doing so is necessary or appropriate to comply with applicable law, professional standards, these Terms, or a request from the applicable Partner or Referred Company.

6.6 No professional advice from Cherrypicker. Cherrypicker does not provide legal, accounting, ethics, independence, tax, or professional-responsibility advice and does not determine whether a particular Partner may ethically or legally make a referral or receive Bonus Credits.

7. Partner Conduct

A Partner, and anyone acting on its behalf in connection with the Program, must not:

• send unlawful unsolicited bulk email, texts, calls, or messages promoting Cherrypicker, or otherwise violate applicable anti-spam, telemarketing, privacy, or communications laws, including CAN-SPAM and the TCPA where applicable;
• make false, misleading, unsubstantiated, or unauthorized statements about Cherrypicker, its features, pricing, candidates, services, or results;
• state or imply that the Partner is Cherrypicker, is an employee or agent of Cherrypicker, or that Cherrypicker endorses the Partner’s services unless Cherrypicker expressly authorizes that statement;
• bid on “Cherrypicker” or confusingly similar terms in paid search advertising, or register domains, social-media handles, or accounts that misuse Cherrypicker’s name or marks;
• offer cash, rebates, kickbacks, side payments, or other unauthorized inducements to a referred company in connection with the Program;
• refer the Partner itself, an Affiliate of the Partner, sham entities, duplicate entities, or entities created or structured primarily to generate Bonus Credits;
• share, copy, disclose, sell, or use Cherrypicker candidate information outside the Partner’s permitted use of the Cherrypicker platform;
• manipulate tracking, attribution, billing, purchasing, or account structures to generate duplicate or improper Bonus Credits; or
• violate any applicable law, regulation, professional rule, independence requirement, ethics rule, client obligation, or Cherrypicker policy.

The Partner is responsible for making disclosures to referred companies concerning the Partner’s relationship with Cherrypicker or potential receipt of Bonus Credits whenever required by applicable law, professional rules, client obligations, or the Partner’s internal policies.

8. Brand Use and Marketing Materials

8.1 Limited license. While the Partner remains approved for the Program, Cherrypicker grants the Partner a limited, non-exclusive, revocable, non-transferable license to use the Cherrypicker name, logo, and Program marketing materials supplied by Cherrypicker solely to make permitted referrals under the Program and in accordance with Cherrypicker’s brand guidelines.

8.2 Partner-created materials. Marketing or promotional materials created by the Partner that describe Cherrypicker or the Program require Cherrypicker’s approval before use if Cherrypicker requests such approval. Cherrypicker may require the Partner to modify or discontinue any material that is inaccurate, misleading, outdated, noncompliant, or inconsistent with Cherrypicker’s brand.

8.3 No public listing. Cherrypicker will not publicly identify the Partner as a participant in the Program, including on its website or in its marketing materials, without the Partner’s prior written consent.

8.4 Ownership. Cherrypicker retains all rights in its name, marks, logos, software, and materials. The Partner retains all rights in its own name, marks, and materials.

9. Relationship and Taxes

9.1 Independent parties. The Partner and Cherrypicker are independent contracting parties. The Program does not create a partnership, joint venture, fiduciary relationship, franchise, agency, employment relationship, or authority for the Partner to bind Cherrypicker. The Partner may not make commitments, warranties, or agreements on behalf of Cherrypicker.

9.2 No exclusivity. The Program is non-exclusive. A Partner may refer companies to other providers, and Cherrypicker may work with other partners, including competitors of the Partner.

9.3 Taxes and reporting. Bonus Credits have no cash redemption value. Each Partner is responsible for determining and satisfying any tax, accounting, reporting, or recordkeeping obligations applicable to the Partner arising from participation in the Program. Cherrypicker may provide or file information where required by applicable law.

10. Term, Suspension, and Termination

10.1 Term. These Terms begin when Cherrypicker approves the Partner’s Program application and continue until terminated by either party.

10.2 Termination for convenience. Either the Partner or Cherrypicker may end the Partner’s participation in the Program at any time by written notice, including email or an in-product notice.

10.3 Suspension. Cherrypicker may suspend the Partner’s participation while investigating suspected fraud, abuse, legal or professional-compliance concerns, payment issues, or a suspected breach of these Terms. Bonus Credits may remain pending and unposted during a suspension.

10.4 Effect of termination for convenience. If participation in the Program ends for convenience, a Referred Company validly attributed to the Partner before termination remains attributed to the Partner subject to the qualification and timing requirements in Section 5.2, including the requirement that its first Qualifying Purchase occur within 12 months after account activation. If the Referred Company has already begun its Referral Period, attribution continues for the remainder of that Referral Period. Qualifying Purchases during those applicable periods remain eligible for Bonus Credits. No new Referred Companies may be attributed to the Partner after termination. In addition:

• Bonus Credits for those Qualifying Purchases, including Qualifying Purchases made after termination, post after the applicable 30-day validation hold under Section 5.3; and
• Bonus Credits already posted remain usable until they expire, subject to these Terms.

This Section 10.4 does not apply if Cherrypicker terminates or suspends the Partner for cause under Section 10.5.

10.5 Termination for cause. If Cherrypicker terminates or suspends the Partner for fraud, abuse, material breach of these Terms, violation of law or professional rules, manipulation of attribution or purchasing, or conduct that creates material risk to Cherrypicker or others, Cherrypicker may cancel pending Bonus Credits, stop future rewards on existing referrals, and remove posted Bonus Credits that were earned through or connected with the prohibited conduct.

10.6 End of brand rights. On termination, the Partner’s Referral Link may stop working and the Partner must stop representing itself as a Cherrypicker Partner and stop using Cherrypicker’s Program-specific branding except as necessary to wind down existing materials.

10.7 Survival. Sections 2, 5.4, 5.5, 5.7, 6, 9, 10.4 through 10.7, and 12 survive termination to the extent their nature requires survival.

11. Changes to the Program and These Terms

Cherrypicker may modify the Program or these Terms. Cherrypicker will provide at least 30 days’ notice of a material change by email, in-product notice, or the Partner dashboard and may require the Partner to accept an updated version to continue participating. If the Partner does not accept the updated Terms, the Partner may leave the Program. A change will not reduce Bonus Credits already pending or posted or retroactively alter a completed Qualifying Purchase. Cherrypicker may end the Program entirely on at least 30 days’ notice, in which case Section 10.4 applies as though the Program ended for convenience, unless a different treatment is required by law or expressly stated in the notice.

12. Disclaimers, Liability, and General Terms

12.1 No guarantee. Cherrypicker does not guarantee that any referral will sign up, be approved, make a purchase, remain a customer, or generate Bonus Credits. The Program is provided “as is” and “as available,” subject to applicable law.

12.2 Limitation of liability. To the maximum extent permitted by law, Cherrypicker’s aggregate liability arising out of or relating to the Program will not exceed the greater of (a) US$100 or (b) the value of Bonus Credits posted to the Partner’s account during the 12 months preceding the event giving rise to the claim, with Bonus Credits measured using Cherrypicker’s then-current standard internal credit pricing solely for purposes of applying this limitation and not as a statement that Bonus Credits have cash or redemption value. To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, exemplary, punitive, or consequential damages, or lost profits, revenues, goodwill, or data, arising out of the Program.

12.3 Indemnity. The Partner will defend, indemnify, and hold harmless Cherrypicker and its Affiliates, officers, directors, employees, and agents from third-party claims, damages, liabilities, penalties, costs, and reasonable attorneys’ fees arising from the Partner’s breach of Sections 6 or 7, the Partner’s violation of applicable law or professional obligations, or the Partner’s unauthorized statements or marketing activities in connection with the Program.

12.4 Confidentiality. Non-public Program information Cherrypicker shares with the Partner, including non-public information concerning Referred Companies, purchasing activity, attribution, pricing, or Bonus Credits, is confidential and may be used only for purposes of participating in the Program, except where disclosure is required by law or professional obligation.

12.5 Disputes and governing law. Any dispute arising out of or relating to the Program or these Terms will be resolved under the Arbitration Agreement and Class Action Waiver in the Cherrypicker Terms of Use, including its right to opt out. These Terms are governed by the laws of the State of New York, without regard to conflict-of-law principles. For any dispute not subject to arbitration, each party consents to the exclusive jurisdiction and venue of the state and federal courts located in New York County, New York.

12.6 Notices. Cherrypicker may send Program notices to the email address associated with the Partner account or through the Partner dashboard. The Partner may send notices to support@getcherrypicker.com or by mail to Cherrypicker Inc., 2248 Broadway #1443, New York, NY 10024.

12.7 Assignment. The Partner may not assign or transfer these Terms or Program rights without Cherrypicker’s prior written consent. Cherrypicker may assign these Terms in connection with a merger, acquisition, reorganization, financing, sale of assets, or transfer of the Program or business.

12.8 Severability; waiver. If any provision of these Terms is held unenforceable, the remaining provisions remain in effect. A failure or delay in enforcing any provision is not a waiver.

12.9 Entire agreement. These Terms, together with the Cherrypicker Terms of Use and Privacy Policy referenced in Section 1.3, constitute the entire agreement between the parties concerning the Program and supersede prior or contemporaneous discussions or understandings concerning the Program.