Referral Partner Agreement
Last updated: June 4, 2026
SMVue Referral Partner Agreement
Last updated: June 4, 2026
This Referral Partner Agreement ("Agreement") is entered into by and between SMVue, Inc., a Delaware corporation ("Company"), and the referral partner identified in the partner application accepted by Company ("Partner"). Company and Partner are each a "Party" and collectively the "Parties."
By submitting a referral partner application and checking the box indicating acceptance of this Agreement, Partner agrees to be bound by all terms and conditions set forth herein.
1. Definitions
(a) "Referred Account" means a prospective customer account identified by Partner for attribution through Company's then-current partner referral workflow and accepted by Company in accordance with Section 2, where the prospect (i) was not previously in Company's sales pipeline or an existing customer at the time Company records the attribution, and (ii) is not already attributed to another partner under Company's referral records.
(b) "Qualified Referral" means a Referred Account that results in the prospect executing a paid Solo or Team subscription agreement with Company and completing at least one full billing cycle payment.
(c) "MRR" means the recurring subscription revenue paid by a Qualified Referral to Company and tracked by the Payment Platform as commissionable to Partner for the applicable billing cycle. MRR includes, without limitation: (i) base subscription fees for Solo or Team subscription seats; (ii) recurring add-on fees billed on the customer's regular subscription billing cycle; and (iii) usage-based subscription tier fees (including, without limitation, Notetaker Lite and Notetaker Pro tier fees), whether billed as a flat monthly tier rate or based on actual usage within the tier. MRR excludes: (1) any amount the Payment Platform does not track as commissionable, including amounts (if any) for one-time purchases the Payment Platform records outside the customer's recurring subscription billing stream; (2) one-time implementation, training, data migration, or onboarding services fees; (3) taxes and government assessments; and (4) credits, refunds, and promotional discounts applied to customer invoices.
(d) "Attribution Window" means the ninety (90) day period during which a Referred Account remains attributed exclusively to Partner, beginning on the date Company records the attribution.
(e) "Partner Portal" means the Company-provided online interface through which Partner can view commission status, access program resources, and use any partner workflows Company makes available from time to time.
(f) "Commission Period" means the period beginning on the date of the Qualified Referral's first paid billing cycle and continuing for the lifetime of that Qualified Referral's paid subscription with Company, subject only to the Commission-cessation events expressly set forth in Section 3(c). For the avoidance of doubt, termination of this Agreement under Section 8 does not, by itself, end the Commission Period for Qualified Referrals attributed to Partner prior to the termination date, except as provided in Section 8(d).
2. Referral Attribution
(a) Referral Submission. Partner may identify prospective customers for attribution through Company's then-current partner referral workflow, including Company-provided referral links, Payment Platform workflows, or other submission methods Company makes available. Partner shall provide such information about the prospect as Company may reasonably require to evaluate attribution.
(b) Acceptance. A Referred Account is accepted only if the prospect is not already attributed to another partner under Company's referral records and is not an existing customer or active sales prospect of Company. Company may confirm acceptance, rejection, or attribution status through the Partner Portal, the Payment Platform, email, or other reasonable program communications. If a Referred Account is rejected, Partner shall not be entitled to Commission on that account regardless of any prior relationship Partner may have with the prospect.
(c) Attribution Window. A Referred Account remains attributed exclusively to Partner for ninety (90) days from the date of acceptance. If the prospect does not execute a paid subscription with Company during the Attribution Window, the attribution expires automatically. Partner may refer the prospect again subject to the conflict rules in Section 2(b).
(d) Attribution Upon Conversion. A Referred Account becomes a Qualified Referral when, during the Attribution Window, an authorized representative of the prospect executes a paid Solo or Team subscription with Company using Partner's referral attribution mechanism or is otherwise reasonably attributed to Partner by Company and the Payment Platform. Once attribution is locked in, it persists for the duration of the Commission Period defined in Section 1(f), subject only to the Commission-cessation events in Section 3(c).
(e) No Exclusivity Outside Attributed Referrals. This Agreement is non-exclusive. Partner may refer customers to competing products, and Company may engage additional referral partners, resellers, or direct sales efforts without restriction. Partner has no claim to any customer or prospect other than those that are active Referred Accounts attributed to Partner.
(f) No Obligation to Accept. Company reserves the right to accept or decline any Referred Account or prospective customer at its sole discretion.
3. Commissions
(a) Commission Rate. Partner shall earn a commission equal to twenty percent (20%) of the MRR paid by each Qualified Referral for the duration of the Commission Period ("Commission").
(b) Commission Commencement. Commissions begin accruing after the Qualified Referral completes their first full billing cycle payment. No Commission is owed on free trials, promotional periods, or billing cycles for which payment is not received.
(c) Commission Termination. Commissions on a Qualified Referral cease upon the earliest of: (i) the customer canceling their subscription; (ii) the customer's subscription being terminated for non-payment; (iii) termination of this Agreement by Company for cause under Section 8(c)(i) based on Partner's uncured material breach; or (iv) the customer's subscription no longer containing any commissionable subscription components.
(d) No Reinstatement After Cancellation. Once a Qualified Referral cancels their subscription or their subscription is terminated for any reason, Commission obligations for that customer cease permanently. If the same customer subsequently resubscribes to Company's services, this is treated as a new customer relationship and is not attributed to Partner.
(e) Changes to Commissionable Subscription Components. Adjustments to a Qualified Referral's commissionable subscription components — including paid seat changes, add-on additions or removals, and usage-based tier changes — flow through to Partner's Commission as recorded and timed by the Payment Platform.
(f) Clawback for Early Churn. If, within ninety (90) days following a Qualified Referral's first paid billing cycle, the Qualified Referral (i) cancels their subscription, (ii) initiates a chargeback that is sustained, or (iii) receives a refund from Company for any portion of the qualifying payments, then any Commissions paid or accrued to Partner with respect to that customer shall be reversed in full ("Clawback"). Company shall offset Clawback amounts against future Commissions otherwise payable to Partner. If Partner's accrued unpaid Commissions are insufficient to satisfy the Clawback within ninety (90) days of the triggering event, Company may invoice Partner for the remaining balance, payable within thirty (30) days of invoice. Clawback shall not apply to cancellations occurring after the ninety (90) day window has elapsed.
(g) Partner of Record; No Service Contingency. Partner's status as the partner of record for a Qualified Referral is established at the time of the Qualified Referral and persists for the duration of the Commission Period. Partner's right to receive Commissions is not contingent on Partner providing any consulting, advisory, implementation, or other services to the customer outside this Agreement, and is not affected by the customer's decision to engage, disengage, or replace Partner with respect to any such separate services. The sole Commission-cessation events are those expressly set forth in Section 3(c).
4. Payment
(a) Payment Platform. Commissions are tracked, calculated, and paid through the PartnerStack platform ("Payment Platform") or such successor platform as Company may designate with thirty (30) days' notice. Partner shall maintain an active account on the Payment Platform and provide all information required to receive payments, including any tax documentation.
(b) Payment Schedule. Commissions are calculated monthly based on customer payments received by Company. Payment timing, processing, and disbursement are governed by the Payment Platform's standard terms and procedures.
(c) Minimum Threshold. No payment is issued for any period in which Partner's total accrued Commissions are less than fifty dollars ($50.00 USD), or such other minimum threshold as configured on the Payment Platform. Amounts below threshold carry forward to the next payment period.
(d) Processing Fees. Any processing or withdrawal fees charged by the Payment Platform are the responsibility of the receiving Partner. Company is not responsible for fees imposed by the Payment Platform, payment processors, or Partner's financial institution.
(e) Taxes. Partner is solely responsible for all taxes, duties, and government assessments associated with Commissions received under this Agreement. Partner shall complete any tax documentation required by the Payment Platform (including W-9 or W-8BEN forms) prior to receiving any payment. Company or the Payment Platform will issue tax reporting forms to US-based Partners as required by law.
(f) Disputed Payments. Partner must notify Company in writing of any disputed Commission payment within sixty (60) days of the payment date. Company will review in good faith and resolve within thirty (30) days of notification.
5. Partner Obligations
(a) Accurate Representation. Partner shall represent Company's products and services accurately and shall not make claims, warranties, or guarantees on behalf of Company that are not expressly authorized in writing.
(b) Compliance. Partner shall comply with all applicable federal, state, and local laws and regulations, including without limitation the CAN-SPAM Act, FTC disclosure requirements, and any applicable data protection regulations. Partner shall clearly disclose the referral relationship when promoting Company's products.
(c) Prohibited Activities. Partner shall not: (i) engage in deceptive, misleading, or unethical marketing practices; (ii) purchase paid search advertising on Company's brand terms (including "SMVue" and variations) without prior written approval; (iii) create websites or landing pages that could be confused with Company's official properties; (iv) send unsolicited commercial email (spam) promoting Company; or (v) offer rebates, kickbacks, or other incentives to prospects to induce a sign-up that would be attributed to Partner as a Qualified Referral.
(d) Use of Trademarks. Company grants Partner a limited, non-exclusive, revocable license to use Company's name, logo, and trademarks solely in connection with the referral activities authorized under this Agreement. All use must comply with Company's brand guidelines, which may be updated from time to time. Partner shall not modify Company's trademarks or use them in a manner that implies endorsement, sponsorship, or affiliation beyond the referral relationship.
6. Company Obligations
(a) Partner Portal. Company shall provide Partner with access to a Partner Portal for tracking Commission status and accessing partner program resources.
(b) Demo Environment. Company shall provide Partner with a demo environment containing sample data to facilitate Partner's understanding and promotion of Company's products.
(c) Referral Attribution Tracking. Company shall maintain commercially reasonable referral attribution records and make commercially reasonable efforts to accurately attribute Qualified Referrals. In the event of an attribution dispute, Company's records and the Payment Platform's commission records shall be controlling, provided Company investigates any good-faith disputes raised by Partner.
(d) Commission Reporting. Company shall provide monthly Commission reports through the Payment Platform, the Partner Portal, or both, showing referral activity, Commission calculations, and payment status.
7. Confidentiality
Each Party may receive confidential information from the other Party in connection with this Agreement. "Confidential Information" includes Commission rates, customer data, business strategies, product roadmaps, and any information designated as confidential. Each Party shall: (i) use Confidential Information solely for the purposes of this Agreement; (ii) not disclose Confidential Information to third parties without the disclosing Party's prior written consent; and (iii) protect Confidential Information with the same degree of care it uses for its own confidential information, but no less than reasonable care. This obligation survives termination of this Agreement for a period of two (2) years.
8. Term and Termination
(a) Term. This Agreement is effective upon Company's acceptance of Partner's application and continues for one (1) year ("Initial Term"). Thereafter, it automatically renews for successive one-year periods unless either Party provides thirty (30) days' written notice of non-renewal prior to the end of the then-current term.
(b) Termination for Convenience. Either Party may terminate this Agreement at any time by providing thirty (30) days' written notice to the other Party.
(c) Termination for Cause. Either Party may terminate this Agreement immediately upon written notice if the other Party: (i) materially breaches this Agreement and fails to cure such breach within fifteen (15) days of written notice; or (ii) becomes insolvent, files for bankruptcy, or ceases operations.
(d) Effect of Termination. Upon termination: (i) Partner's ability to submit new referrals through Company-provided partner workflows will be revoked, and all active Referred Accounts not yet converted to Qualified Referrals shall cease being attributed to Partner; (ii) no new Referred Accounts will be accepted; and (iii) Partner shall cease all use of Company's trademarks and marketing materials.
Commissions on Qualified Referrals attributed to Partner prior to the termination date shall continue to accrue and be paid in accordance with Sections 3 and 4 for the remainder of each such Qualified Referral's Commission Period, except that all Commission obligations (including with respect to previously-attributed Qualified Referrals) cease immediately upon termination by Company for cause under Section 8(c)(i) based on Partner's uncured material breach. In all other termination scenarios — including termination for convenience by either Party under Section 8(b), non-renewal under Section 8(a), and termination under Section 8(c)(ii) (insolvency / cessation of operations) — Partner's accrued book of business survives termination, subject to the ongoing Commission-cessation events in Section 3(c) and the Clawback provisions in Section 3(f).
(e) Survival. Sections 3 (Commissions, including Clawback under Section 3(f)), 4 (Payment), 7 (Confidentiality), 9 (Limitation of Liability), 10 (Indemnification), and 12 (General Provisions) shall survive termination of this Agreement, in each case to the extent necessary to give effect to their terms.
(f) Inactivity. Partner's failure to generate new Referred Accounts or new Qualified Referrals during any period, however long, shall not by itself: (i) constitute grounds for termination of this Agreement by Company, (ii) end any then-active Commission Period, or (iii) affect Partner's right to receive Commissions on previously-attributed Qualified Referrals. Partner is not required to maintain any minimum level of referral activity to retain the benefits of this Agreement with respect to Qualified Referrals already attributed.
9. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, OR LOSS OF BUSINESS OPPORTUNITY, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY. COMPANY'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL COMMISSIONS PAID TO PARTNER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
10. Indemnification
Partner shall indemnify, defend, and hold harmless Company and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (i) Partner's breach of this Agreement; (ii) Partner's marketing activities or representations regarding Company's products; or (iii) Partner's violation of applicable laws or regulations.
11. Relationship of the Parties
Partner is an independent contractor and not an employee, agent, joint venturer, or legal representative of Company. Nothing in this Agreement creates an employment, agency, partnership, or joint venture relationship. Partner has no authority to bind Company or make commitments on Company's behalf. Partner is responsible for their own business expenses, insurance, and compliance obligations.
12. General Provisions
(a) Entire Agreement. This Agreement constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior or contemporaneous agreements, understandings, or representations.
(b) Amendments. Company may amend this Agreement by providing Partner with thirty (30) days' written notice (including via email or Partner Portal notification). Continued participation in the referral program after the effective date of any amendment constitutes acceptance. If Partner does not agree to an amendment, Partner's sole remedy is to terminate this Agreement.
(c) Assignment. Partner may not assign or transfer this Agreement without Company's prior written consent. Company may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.
(d) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions.
(e) Dispute Resolution. Any dispute arising out of or relating to this Agreement shall first be attempted to be resolved through good-faith negotiation for a period of thirty (30) days. If unresolved, the dispute shall be submitted to binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, with the arbitration conducted in Delaware.
(f) Notices. All notices under this Agreement shall be in writing and delivered by email to the addresses associated with each Party's account. Notice is deemed given upon confirmed delivery.
(g) Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
(h) Waiver. Failure by either Party to enforce any provision of this Agreement shall not constitute a waiver of future enforcement of that or any other provision.