This Partner Agreement (the “Agreement”) is entered into by and between Alvys, Inc., a Delaware corporation with offices located at 201 Lomas Santa Fe Drive, Suite 460, Solana Beach, CA 92075 (“Company”), and the undersigned partner (“Partner”). Company and Partner may each be referred to individually as a “Party” and collectively as the “Parties.”
1. Definitions
“Affiliate Partner” means Partner when approved by Company to promote Company services using a Tracking Link and Company-approved marketing tools.
“Commission” means compensation payable under this Agreement as described in Exhibit A.
“Company Marks” means Company’s names, trademarks, logos, and brand assets.
“Customer Data” means any personal or business information relating to Leads or Qualified Customers.
“Effective Date” means the date on which this Agreement is fully executed by both Parties, unless a different date is specified on the signature page.
“Lead” means a prospective customer introduced to Company by Partner through Company’s designated referral submission process.
“Net Revenue” means the total subscription or service fees actually received by Company from a Qualified Customer, net of discounts, refunds, credits, taxes, and third-party pass-through charges.
“Partner Program” means Company’s referral and affiliate program, including associated policies, participation requirements, and marketing compliance rules made available by Company from time to time.
“Partner Role(s)” means Referral Partner, Affiliate Partner, or both, as selected in Exhibit A.
“Qualified Customer” means a Lead that (a) enters into a binding subscription or services agreement with Company within ninety (90) days of referral, and (b) for which Company receives the initial payment.
“Referral Partner” means Partner when authorized to introduce Leads to Company and eligible only for referral commissions set forth in Exhibit A.
“Tracking Link” means a unique URL or tracking capability provided or approved by Company to track attribution of Leads and Qualified Customers.
2. Appointment as Partner
2.1 Roles. Partner may act as a Referral Partner and/or Affiliate Partner as designated in Exhibit A.
2.2 Independent Contractors. The Parties are independent contractors. This Agreement does not create a joint venture, franchise, agency, or employment relationship.
2.3 No Authority. Partner has no authority to bind Company.
2.4 Non-Exclusivity. Nothing in this Agreement grants Partner any exclusivity or rights to prevent Company from entering into similar agreements with any other person or entity, including competitors of Partner.
3. Referral Activities
Partner may introduce Leads using Company’s referral submission method. Partner shall not misrepresent Company’s services, pricing, or availability.
4. Affiliate Activities
Affiliate status requires Company approval. Partner may promote Company using Tracking Links and Company-approved materials and must comply with this Agreement and all Program Policies.
5. Lead Acceptance & Customer Conversion
5.1 Discretion. Company may accept or reject any Lead in its sole discretion.
5.2 Direct Engagement. Company may engage Leads directly at any time.
5.3 Ownership. Company owns all Lead and customer relationships.
6. Commissions
6.1 Exhibit A Controls. Commissions, eligibility, exclusions, rates, scope, and payment timing are governed solely by Exhibit A – Commission Schedule.
6.2 Effective Date. Commissions accrue only for activities occurring on or after the Effective Date.
6.3 Payment Trigger. Commissions are payable only after Company receives the initial payment from a Qualified Customer.
6.4 No Renewals. No commissions are due on renewals, expansions, or extensions beyond the initial contract term unless expressly stated in Exhibit A.
6.5 Third-Party Payment Processors. Company may use a third-party payment processor to remit commissions. Partner must comply with processor terms and provide accurate tax/payment information. Company is not responsible for the acts, omissions, outages, delays, fee assessments, or errors of any processor, and any processor fees are Partner’s responsibility. Company may change its designated payment processor at any time upon notice to Partner.
6.6 Sole Compensation. Commissions are Partner’s sole compensation unless otherwise agreed in a writing signed by both Parties.
6.7 Disputes. Company resolves attribution and eligibility disputes in its sole discretion.
7. Tracking & Attribution
7.1 Model. Attribution follows a last-click model.
7.2 Control. Tracking Link data controls in case of conflicting claims.
7.3 Cookie Window. The tracking period (cookie duration) is ninety (90) days.
8. Branding & Marketing Requirements
8.1 Use of Marks. Partner may use Company Marks solely for authorized promotion and in accordance with Company guidelines.
8.2 Restrictions. Partner shall not (a) alter Company materials, (b) make unapproved or misleading claims, (c) engage in spam or unlawful marketing, or (d) imply endorsement beyond this Agreement.
8.3 Paid Search Ban. Partner shall not bid on, purchase, or use in ads the terms “Alvys,” confusing variations or misspellings, or Company Marks (including in domains, subdomains, or social handles).
9. Compliance & Audit Rights
Company may review Partner’s promotional practices and materials for compliance. Company may suspend participation, withhold or claw back commissions, or terminate for noncompliance.
9A. Program Policies
Partner participation in the Partner Program is subject to Company’s program policies, including branding guidelines, marketing rules, lead submission requirements, commission eligibility criteria, and compliance standards, as updated by Company from time to time (“Program Policies”). Company may modify the Program Policies at its discretion. Updated Program Policies are effective and binding upon posting or notification to Partner. Partner acknowledges that continued participation after any update constitutes acceptance of the Program Policies then in effect. If Partner does not agree to a modification, Partner’s sole remedy is to terminate this Agreement upon written notice.
10. Confidentiality
Each Party shall protect the other’s confidential information using at least reasonable care and use it only to perform under this Agreement.
11. Data Protection & Security
Partner shall comply with applicable privacy and data protection laws (including GDPR, CCPA, and CPRA where applicable). Unauthorized access to Customer Data is prohibited. A data processing addendum may be required if Partner processes personal data on Company’s behalf.
12. Intellectual Property
Company retains all right, title, and interest in and to its software, services, documentation, and Company Marks. No licenses are granted except as expressly provided.
13. Non-Circumvention
For twelve (12) months after termination, Partner shall not bypass Company to contract with any Lead or Qualified Customer for competing offerings or to avoid commission obligations.
14. 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: (a) Partner’s breach of this Agreement; (b) Partner’s violation of law; (c) Partner’s misrepresentation of Company or its services; (d) misuse of Customer Data or Company Marks; or (e) Partner’s marketing or promotional activities.
15. Limitation of Liability
Neither Party is liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits or revenues, even if advised of the possibility. Company’s aggregate liability under this Agreement shall not exceed the total commissions paid to Partner in the twelve (12) months preceding the event giving rise to the claim. Nothing in this Section limits Partner’s indemnification obligations.
16. No Warranties; No Guaranteed Leads or Support
Company makes no representations or warranties of any kind, whether express, implied, statutory, or otherwise, and expressly disclaims all implied warranties, including merchantability, fitness for a particular purpose, title, and non-infringement. Company does not guarantee Lead conversion, revenue outcomes, customer performance, or any specific business results. Company does not guarantee that Partner will receive any minimum number of Leads, customers, commissions, or marketing resources, and has no obligation to provide sales assistance, enablement, or technical support unless expressly stated in writing.
17. Term & Termination
17.1 Term. The term of this Agreement commences on the Effective Date and continues until terminated as provided herein.
17.2 No-Cause Termination. Either Party may terminate this Agreement for any reason upon thirty (30) days’ written notice.
17.3 Cause Termination. Company may terminate immediately upon notice for breach of Sections 6–16 or for unlawful, unethical, or deceptive conduct, privacy/security violations, or infringement of Company Marks.
18. Effects of Termination; Survival
18.1 Marks and Materials. Upon termination, Partner’s rights to use Company Marks and materials cease immediately; Partner shall remove them within five (5) business days.
18.2 Commission Rights After Termination. Following termination, Partner is entitled only to commissions on Qualified Customers for whom all eligibility criteria under Exhibit A were fully satisfied on or before the effective termination date. No commissions accrue for Leads submitted after notice of termination or for opportunities that do not convert into Qualified Customers prior to termination. Partner shall not earn commissions on renewals or extensions after the initial contract term. Company has no obligation to continue paying commissions after termination except as expressly stated in this Section.
18.3 Survival. Sections 6–16, 18, 20–22, and any provisions which by their nature should survive, will survive termination.
19. Assignment
Either Party may assign this Agreement in connection with a merger, reorganization, or sale of substantially all assets, provided the assignee assumes this Agreement. All other assignments require the other Party’s prior written consent.
20. Authority
Each Party represents and warrants that it has full power and authority to enter into and perform this Agreement and that the individual signing on its behalf has been duly authorized to bind such Party.
21. Governing Law & Venue
This Agreement is governed by and construed in accordance with the laws of the State of California, without regard to conflicts-of-law rules. Any action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in San Diego County, California, and each Party irrevocably submits to the jurisdiction and venue of such courts.
22. Entire Agreement
This Agreement, including Exhibit A, constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior or contemporaneous agreements or proposals, whether written or oral. Any waivers or amendments must be in a signed writing.
Eligibility Notes (Agreement controls):
• Commissions accrue only for activities on/after the Effective Date.
• Qualified Customer must sign within ninety (90) days of referral and initial payment must be received.
• Attribution follows last-click within a ninety (90) day cookie window.
• No commissions on renewals or extensions unless expressly stated above.
• Company may use/change third-party payment processors; Partner bears processor fees and compliance.