Referral Partner Agreement
Last updated: March 3, 2026
SMVue Referral Partner Agreement
Last updated: March 3, 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) "Referral" means a prospective customer introduced to Company by Partner through Partner's unique referral link, who (i) was not previously in Company's sales pipeline or an existing customer at the time of introduction, and (ii) has not been introduced by another referral partner.
(b) "Qualified Referral" means a Referral that results in the prospect executing a paid subscription agreement with Company and completing at least one full billing cycle payment.
(c) "MRR" means Monthly Recurring Revenue, defined as the monthly subscription fee paid by a Qualified Referral, excluding any one-time fees, add-ons, usage-based charges, taxes, or credits.
(d) "Referral Link" means the unique URL provided by Company to Partner through the partner portal for tracking Referrals.
(e) "Partner Portal" means the Company-provided online interface through which Partner can track Referrals, view commission status, and access marketing resources.
(f) "Commission Period" means the twelve (12) month period beginning on the date of the Qualified Referral's first paid billing cycle.
2. Referral Process
(a) Introduction. Partner introduces prospective customers to Company by sharing Partner's unique Referral Link. The prospect must sign up through this Referral Link for the referral to be tracked and attributed to Partner.
(b) Attribution Window. A Referral is attributed to Partner if the prospect signs up within ninety (90) days of first clicking Partner's Referral Link. If the prospect does not convert within this window, the attribution expires.
(c) No Exclusivity. 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.
(d) No Obligation to Accept. Company reserves the right to accept or decline any prospective customer at its sole discretion. Declining a prospect does not create any obligation to Partner.
3. Commissions
(a) Commission Rate. Partner shall earn a commission equal to fifteen percent (15%) of the MRR paid by each Qualified Referral for a period of twelve (12) months from the date of the Qualified Referral's first paid billing cycle ("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 expiration of the Commission Period (twelve months from first paid billing cycle); (ii) the customer canceling their subscription; (iii) the customer's subscription being terminated for non-payment; (iv) termination of this Agreement pursuant to Section 8; or (v) the customer's subscription reaching zero paid seats.
(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) Seat Changes. If a Qualified Referral adds or removes paid User seats during the Commission Period, Partner's Commission adjusts to reflect 15% of the new MRR effective on the next billing cycle.
4. Payment
(a) Payment Platform. Commissions are tracked, calculated, and paid through the Rewardful 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 sign-up through Partner's Referral Link.
(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 Referrals and Commission status.
(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 Tracking. Company shall make commercially reasonable efforts to accurately track and attribute Referrals. In the event of a tracking dispute, Company's 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 Partner Portal 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 Referral Link will be deactivated; (ii) no new Referrals will be accepted; and (iii) Partner shall cease all use of Company's trademarks and marketing materials. Commissions on Qualified Referrals made prior to the termination date shall continue to be paid for the remainder of the applicable Commission Period, up to a maximum trailing period of six (6) months following the termination date, after which all Commission obligations cease.
(e) Survival. Sections 7 (Confidentiality), 9 (Limitation of Liability), 10 (Indemnification), and 12 (General Provisions) shall survive termination of this Agreement.
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 Texas, 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 Austin, Texas.
(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.