Partner Agreement

This Partner Agreement (the "Agreement") is entered into by and between Voltify Agency ("Company") and the individual or entity listed in the signature block below ("Partner"). Company and Partner are each referred to as a "Party" and collectively as the "Parties".

1. Engagement

Company engages Partner as an independent referral partner to introduce qualified business opportunities to Company. Partner accepts this engagement and agrees to refer potential clients who may benefit from Company's AI systems, automation, and operational infrastructure services. Partner acknowledges that they are an independent contractor and not an employee, agent, or legal representative of Company.

2. Compensation

2.1 Commission. Company shall pay Partner a commission on closed contracts resulting from qualified opportunities introduced by Partner, as specified in the applicable commission schedule. Commission rates are determined at the time of deal registration and confirmed in writing.

2.2 Payment Trigger. Commission is earned only after Company receives full payment from the client. No commission is due on unpaid invoices, refunded amounts, or chargebacks.

2.3 Payment Timeline. Target payment processing is 14 business days after receipt of client funds and all required documentation. Company will make commercially reasonable efforts to meet this timeline but is not liable for delays caused by client payment terms, documentation requirements, or banking processing.

2.4 Taxes. Partner is solely responsible for all taxes, duties, levies, and reporting obligations arising from commissions received under this Agreement. Commissions are paid on a pre-tax basis. Company may require tax documentation before processing payment.

2.5 Expansion Revenue. If a client registered by Partner purchases additional services within 24 months of the original agreement, Partner remains eligible for commission on the additional revenue, subject to the same terms and rates as the original engagement. Recurring maintenance, support, and hosting fees are excluded unless otherwise agreed in writing.

3. Deal Registration

3.1 Partner must submit each opportunity through Company's deal registration process, including the company name, website, and decision-maker contact information.

3.2 Each submission is timestamped. The first partner to register a given opportunity receives a 90-day exclusivity period to pursue the deal. If no demonstrable progress is made within 90 days, Company may reassign the opportunity.

3.3 Company reserves the right to reject, modify, or void deal registrations that are incomplete, fraudulent, or involve companies already in Company's active pipeline.

4. Attribution

Company determines commission attribution based on documented communications, sales activity, and Partner's role in originating, advancing, and closing the opportunity. Company's attribution decisions are final and binding. If multiple partners claim involvement with the same opportunity, Company will evaluate documented contributions and may apportion commission at its discretion.

5. Partner Obligations

5.1 Partner shall conduct all activities in a professional manner and in compliance with applicable laws and regulations.

5.2 Partner shall not make false or misleading representations about Company, its services, pricing, or capabilities.

5.3 Partner shall not create websites, social media accounts, paid advertisements, or marketing materials using Company's name or brand without prior written approval.

5.4 Partner shall not claim employment, agency, or legal authority to bind Company.

5.5 Partner shall not engage in spam, unsolicited mass communication, or deceptive practices when promoting Company's services.

6. Confidentiality

Partner agrees to hold in strict confidence all non-public information shared by Company, including but not limited to pricing, margins, proposals, technical architecture, client lists, and business strategies. This obligation survives termination of this Agreement for a period of three years. Partner may disclose confidential information only to the extent required by law, with prompt notice to Company.

7. Non-Circumvention

Partner agrees not to circumvent Company's engagement by contracting directly with clients introduced through the partnership for services substantially similar to those offered by Company. This restriction applies during the term of this Agreement and for 12 months after termination.

8. Anti-Poaching

During the term of this Agreement and for 12 months after termination, Partner shall not directly or indirectly solicit, recruit, or hire any employee or contractor of Company, nor encourage any client introduced through the partnership to terminate or reduce its relationship with Company.

9. Fraud Protection

Company reserves the right to audit, reject, suspend, or reverse any commission that results from fraudulent activity, including but not limited to: fake client introductions, self-referrals (partner owns or controls the referred business), misrepresented opportunities, falsified documentation, or any attempt to manipulate the commission system. Partner shall indemnify Company for losses resulting from fraudulent conduct.

10. Term and Termination

10.1 This Agreement begins on the date of signing and continues until terminated by either Party with 30 days written notice.

10.2 Company may terminate immediately if Partner violates any material term of this Agreement, engages in fraudulent or illegal conduct, or acts in a manner that damages Company's reputation.

10.3 Upon termination, Partner is entitled to commissions on deals registered before the termination date and closed within 90 days after termination, subject to all other terms of this Agreement.

11. Dispute Resolution

11.1 Notice. Partner must submit any dispute in writing to Company within 30 days of the event giving rise to the dispute.

11.2 Internal Review. Company will review and respond within 15 business days.

11.3 Mediation. If the dispute is not resolved through internal review, the Parties agree to mediate in good faith before a mutually agreed mediator.

11.4 Arbitration. If mediation fails, the dispute shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall take place in [Jurisdiction], and judgment may be entered in any court having jurisdiction.

11.5 Audit Trail. Company's records of communications, deal registrations, and sales activity shall serve as the primary evidence in any dispute.

12. General Provisions

12.1 Independent Contractor. Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship.

12.2 Governing Law. This Agreement shall be governed by the laws of [Jurisdiction], without regard to conflict of law principles.

12.3 Entire Agreement. This Agreement, together with the Partner NDA and any commission schedules, constitutes the entire agreement between the Parties and supersedes all prior discussions and agreements.

12.4 Amendments. Company may amend this Agreement with 30 days written notice. Continued participation after the amendment takes effect constitutes acceptance.

12.5 Severability. If any provision of this Agreement is found to be unenforceable, the remaining provisions shall continue in full force.