Partner Program Terms

This agreement is between Sophyx Software Solutions Inc. (“Sophyx,” “we,” “us”) and the individual or entity approved into the partner program (“Partner,” “you”). You accept these terms when you submit a partner application and confirm the agreement checkbox, and they take effect on the date Sophyx approves your application. Sophyx records which version of these terms you accepted, and when.

Order of precedence. Where you have also signed a Partner Agreement, its Schedule A controls on any commercial figure (rates, thresholds, timing, caps) and these terms control on everything else. Where these terms conflict with the Terms and Conditions of Use or the Privacy Policy on a matter specific to the partner program, these terms control. Your use of the Sophyx platform itself remains governed by those documents.

Referral Partner. You introduce prospects. Sophyx runs the sales conversation, closes, contracts with and supports the customer. You are paid under section 4 and carry no delivery obligation.

Implementation Partner. Invite only, and limited in number while the first cohort runs. You are paid everything a Referral Partner is paid, and in addition you may deliver positioning, ICP, content and implementation work to the customer under your own contract and at your own rates, as set out in section 11. Sophyx takes no share of those fees.

A Referral Partner becomes eligible for an implementation seat after 3 retained referrals as defined in section 5, plus one completed co-marketing activity, subject to seats being available. Eligibility is not automatic admission.

Neither track requires you to pay Sophyx anything. There is no application fee, no program fee, no minimum purchase, and no charge for any workspace, tool, training or material Sophyx provides to you as a partner. If Sophyx ever proposes a partner arrangement that would require a payment from you, it will be a separate written agreement and these terms will not govern it.

You must be of legal age to contract in your jurisdiction and, if applying as an entity, authorised to bind it. Sophyx approves or declines every application at its discretion and is not obliged to give reasons.

Sophyx employees, contractors and their immediate households are not eligible. Existing Sophyx customers may join, but their own account and its revenue never qualify for compensation.

Approval includes a calibration call at which you and Sophyx agree in writing what a qualified prospect looks like for your audience. That written profile is a targeting aid that you and Sophyx both work to, and it may be revised by mutual agreement. It gates no payment: under section 4 nothing is payable until a referred customer pays, so there is no category of introduction Sophyx can decline to pay for.

Two components, both in United States dollars.

• Recurring share: 25% of net revenue actually collected on a referred account’s Sophyx subscription, for 12 months from its first paid month, and only for months in which the customer pays.
• Retention bonus: $100, once that account has been a paying customer for longer than 2 months, which is when its third consecutive payment clears. One bonus per referred account.

Both components are cumulative on the same customer. The recurring share applies to subscription revenue only, and excludes one-off services, setup fees, usage credits and taxes.

Nothing is payable before the customer pays. There is no fee for an introduction, a meeting, a demo, or a trial that does not convert. This is deliberate and it cuts both ways: Sophyx never has to judge whether a conversation counted, so there is no category of work you can do and then be told did not qualify.

Why the bonus waits. Most Sophyx accounts that cancel do so inside the first thirty days. A bonus paid earlier would mean reclaiming money from partners on a regular basis, and a clawback on a small payment costs more goodwill than the payment is worth. Once the retention bonus is paid it is never clawed back, whatever the customer does afterwards.

A paying referral is an account where all of the following are true. It is attributed to you under section 6. It has made at least one payment on a paid Sophyx plan. It was not an existing Sophyx account, a registered deal of another partner, or an opportunity already open in the Sophyx pipeline when you introduced it. It is not you, an entity you control, or an entity that controls you. Free plans, trials that never convert, internal accounts and test accounts are not paying referrals.

A retained referral is a paying referral that has been paying for longer than 2 months, measured by its third consecutive cleared payment.

A co-marketing activity is a workshop that includes Sophyx, a joint webinar, a newsletter feature, a co-authored article, a published case study, or a comparable published collaboration agreed in advance.

Every test above is settled by a payment record rather than by anyone’s judgement of how a meeting went. Where you disagree with how an account was treated, section 20 sets out what happens.

Attribution runs two ways and either is sufficient. A referral link sets a 60-day window, so a prospect who signs up within 60 days of clicking your link is yours. Deal registration covers anyone you introduce by email or on a call: register the introduction in writing and attribution does not depend on whether the prospect remembered to use the link.

A registration names one prospect and lasts 90 days. It identifies a single company by legal name and domain, it is confirmed by Sophyx in writing, and it expires 90 days after confirmation. Sophyx will renew it once, for a further 90 days, on written evidence that the opportunity is live: a meeting held, a proposal sent, or a reply from the prospect. You may hold up to 25 open registrations at a time. A registration that expires releases the prospect, and a later registration by another partner then takes priority.

Sophyx may decline a registration or a referral and is not obliged to give reasons. Declining is not a breach of this agreement and creates no liability. Sophyx will tell you at registration, not after a deal closes, and a declined prospect is released to you to pursue for any other product.

Where two partners have a claim, the earlier confirmed registration that is still live wins over a later link click. Where neither holds a live registration, the most recent link click within the window wins. A prospect is attributed to one partner only. Sophyx does not split a single account between partners and will not create an exception without the written agreement of both.

An account already known to Sophyx is not attributable. If a prospect is already in the Sophyx pipeline when you register them, Sophyx will tell you at registration rather than after the deal closes.

Sophyx runs payouts monthly. Amounts that became payable in a calendar month settle within 30 days of that month’s end. Balances under $50 carry forward to the next run rather than being paid, and any balance owed is paid out in full on termination regardless of the minimum.

All amounts are stated and paid in United States dollars. Sophyx is a Canadian company and some of its services are quoted in Canadian dollars; nothing in this agreement applies a currency conversion to your compensation, which is calculated on the subscription currency of the account.

All amounts are exclusive of applicable taxes. Where you are registered for GST, HST or an equivalent sales tax, invoice Sophyx for the tax in addition to the compensation and Sophyx will pay it. You are responsible for your own income taxes and for any tax registration your own jurisdiction requires.

Before your first payout you will provide a completed residency declaration and any tax documentation Sophyx reasonably requests, together with a payment method. Sophyx will withhold and remit where law requires it, which for a non-resident receiving amounts in respect of services rendered in Canada includes withholding under Regulation 105 of the Income Tax Regulations (Canada). An amount withheld and remitted is treated as paid to you.

Sophyx will give you a monthly statement showing each qualifying event, the account it relates to, the amount, and the reason for any adjustment.

The recurring share is calculated on revenue actually collected, so a refunded or charged-back amount generates no commission, and an amount already paid on it is deducted from your next statement.

For an ordinary recalculation — a refund, a chargeback, or a good-faith arithmetic correction — Sophyx will raise the adjustment within 90 days of the original payment, and will not raise it after that.

That 90-day limit does not apply to fraud. Where an amount was obtained by fraud, misrepresentation, a self-referral, or an account created to generate a payment, Sophyx may recover it whenever it is discovered, and the time limit in section 18 does not shorten that right.

The retention bonus is not adjusted for later churn. It is adjusted or withheld only where the underlying account was not genuine. Sophyx may withhold payouts while it investigates a specific suspected case, will tell you what it is investigating, and will release or explain within 30 days of concluding.

You may not do any of the following.

• Bid on Sophyx brand terms, or variants and misspellings of them, in paid search, or use them in display URLs or ad headlines.
• Register or use a domain, social account or app-store listing that could be mistaken for an official Sophyx property.
• Use coupon, cashback, toolbar, adware or cookie-stuffing methods, or any technique that sets attribution without a deliberate click.
• Represent yourself as Sophyx, quote a price Sophyx has not published, or commit Sophyx to a deliverable, timeline or discount.

Electronic messages. Canada’s Anti-Spam Legislation is a consent regime, not a volume regime: a single commercial electronic message sent without consent is a contravention, and there is no safe small number. Where you send any commercial electronic message that promotes Sophyx, you confirm that you have express or implied consent for that recipient, that the message identifies you and gives a working unsubscribe mechanism that you honour within ten business days, and that you comply with the anti-spam and marketing law that applies to you, including CASL and the United States CAN-SPAM Act.

You will keep records of the consent you rely on for 36 months and produce them to Sophyx within five business days of a written request. Sophyx may suspend your participation immediately on receiving a complaint, pending your response.

You may use the Sophyx name and logo to identify Sophyx in your own marketing, in the form Sophyx supplies, without modification. That permission is a limited, revocable, non-exclusive and non-transferable licence for the term of this agreement, and it grants you no other right in Sophyx’s trademarks or other intellectual property.

On approval Sophyx issues you a proof sheet, carrying a version number and a date, stating every result you are permitted to quote, its measurement window, and whether it comes from a third-party customer or from a business Sophyx or its founders operate. Quote from the current version of that sheet and nothing else. Do not estimate, round up, or present a first-party result as an independent customer outcome.

Sophyx may issue a revised proof sheet or withdraw a claim at any time, including where a figure has simply gone stale. On written notice you will stop using a withdrawn claim, and correct or remove published material carrying it, within five business days.

Where you ask Sophyx to approve material that names Sophyx or quotes a result, Sophyx will approve it, request a change, or decline it within 5 business days of receiving it. Material Sophyx has approved in writing may be used until a claim in it is withdrawn.

Where you receive compensation for a recommendation, disclose it clearly and conspicuously in the content itself, in the place a reader will see it rather than behind a link or below a fold. This is required by the United States Federal Trade Commission’s endorsement guides and by the Competition Act (Canada) on testimonials and performance claims, and Sophyx can be held responsible for a partner’s failure to do it.

You will keep a copy of each piece of Sophyx-related marketing you publish, as published, for 24 months, and produce it to Sophyx on written request. A claim about a product’s performance has to be substantiated before it is made and the substantiation has to be available afterwards; this is what makes that possible for both of us.

As an Implementation Partner you may sell positioning, ICP definition, content, implementation and related consulting to Sophyx customers and prospects. Those engagements are between you and your client. You set the price, you invoice, you keep the whole fee, and Sophyx has no claim on any part of it.

Where Sophyx provides you with a partner workspace, it is provided at no charge while you are a partner in good standing, for delivering client work and for your own demonstrations. It is not for resale as a standalone subscription. A reseller arrangement, in which you would purchase from Sophyx and resell, is a different relationship that would require its own written agreement and its own legal review, and nothing in these terms creates one.

Engagement registration. Where you register a services engagement in writing, naming one client by legal name and domain, Sophyx will not quote competing implementation services into that named client for 90 days, renewable once on written evidence that the engagement is live. This does not apply to a client Sophyx was already serving or already in discussion with when you registered, and Sophyx will tell you at registration if that is the case. It covers competing services only: it does not restrict Sophyx from selling its own software to anyone, at any time.

Sophyx is not a party to your engagements and carries no liability for them. You do not describe your services as Sophyx services, and you make clear to your client which obligations are yours and which are the software’s.

If you stop being a partner, your client’s relationship with Sophyx is unaffected: their subscription, their data and their support continue on the terms they agreed with Sophyx. Your own engagement with that client is yours and Sophyx does not interfere with it. Section 15 governs what happens to your compensation.

Sophyx offers customers a results guarantee on the terms published on the pricing page. It is conditional: it applies to pages where the customer makes the connections Sophyx asks for and publishes the files and content Sophyx generates.

You may state the guarantee to a prospect provided you state its conditions in the same breath. Do not present it as unconditional. The guarantee is an agreement between Sophyx and the customer, and a partner cannot extend, vary or waive it. Sophyx holds the substantiation for it and will produce that substantiation to you on request if a prospect or a regulator challenges the claim.

Confidentiality is mutual. Each party will keep the other’s confidential information confidential, use it only for this program, and protect it with at least the care it uses for its own. For Sophyx that includes rates, thresholds, roadmap information and customer lists. For you that includes your client names, your pricing and your commercial terms. These obligations continue for three years after this agreement ends. The published contents of this page and the partnership page are not confidential, and neither is information a party already held, independently developed, or lawfully received from a third party.

Where you pass Sophyx the personal data of a prospect, you confirm you have the lawful basis to do so and that the person would expect the introduction. Sophyx handles it under the Privacy Policy. Where either party processes personal data on behalf of the other, both will sign a data processing agreement before that processing starts.

Sophyx may change the rates, thresholds and rules in this agreement on 30 days’ written notice to you. A change does not affect compensation already earned, and the recurring share on an account already referred continues at the rate in force when that account first paid.

If you have a live paying referral when a change is announced, your rates for new referrals are also held at their existing level for 12 months from the date of the notice, so that a program change cannot undercut work you have already committed to.

If you do not accept a change you may terminate under section 15 during the notice period, and your earned amounts are still paid.

This agreement runs until either party ends it. You may terminate at any time by writing to Sophyx. Either party may terminate for convenience on 30 days’ written notice.

For a breach that can be put right, the party alleging it will give written notice describing the breach, and the other has 10 business days to cure. Only if it is not cured in that time may the agreement be terminated for that breach.

Sophyx may terminate immediately for fraud, or for a material breach of section 9 or section 10 that cannot be cured. Sophyx may also suspend your participation immediately where it reasonably believes continuing would expose it to a legal claim or a regulatory proceeding, in which case it will tell you why and either lift the suspension or terminate within 30 days.

On termination your link and registrations stop working and no new event qualifies. Amounts already earned are paid in the next payout run, including a balance below the usual minimum. The recurring share on accounts referred before termination continues to the end of its 12-month period.

Compensation is withheld rather than forfeited. Where Sophyx terminates for fraud or an uncured material breach, it may suspend unpaid amounts while it determines what was affected, and may permanently withhold only the amounts that arose from the conduct in question. Amounts unconnected to that conduct are paid. Sophyx will give you its determination in writing within 30 days and section 20 applies to it.

Sections 8, 10, 13, 17, 18, 19 and 20 survive termination.

You are an independent contractor. This agreement creates no employment, partnership, joint venture, franchise or agency relationship in law, whatever the program is called, and neither party may bind the other. You are responsible for your own expenses, taxes, insurance and any people you engage.

Nothing here grants either party exclusivity, and you are free to work with competing products. You confirm that you operate an independent business with other sources of revenue, that you are not economically dependent on Sophyx, and that you control how, when and with whom you work.

Sophyx does not authorise you to act on its behalf. Any authority described in these terms is limited to identifying Sophyx and referring prospects to it, and extends to nothing else.

17.1 Exclusion. To the extent the law allows, neither party is liable to the other for indirect, incidental, special, consequential or punitive damages, or for lost profits or lost revenue, arising out of this agreement. This exclusion does not apply to the indemnities in 17.4 and 17.5, to a breach of section 13, or to a party’s fraud or wilful misconduct.

17.2 Cap. Subject to 17.3, Sophyx’s total liability under this agreement is limited to the greater of (a) the compensation Sophyx paid or owes you in the twelve months before the claim and (b) CAD 5,000.

17.3 What the cap does not cover. The cap does not apply to Sophyx’s obligation to pay compensation you have properly earned, to the indemnity in 17.4, or to Sophyx’s fraud or wilful misconduct. Nothing in this agreement limits a liability that cannot be limited at law.

17.4 Sophyx indemnifies you against a third-party claim that the Sophyx platform, as supplied by Sophyx and used as Sophyx directs, infringes that party’s intellectual property, up to CAD 25,000. This applies on condition that you notify Sophyx promptly, let Sophyx control the defence and settlement, and do not admit liability. It does not apply to a claim arising from your own material, from a modification you made, or from use contrary to these terms.

17.5 You indemnify Sophyx against claims, proceedings, penalties and reasonable legal costs arising from your own marketing, your own services engagements, a claim you made about Sophyx that was not on the current proof sheet, or a breach by you of section 9, 10 or 13, including any proceeding under CASL or the Competition Act (Canada). This indemnity is not subject to 17.1 or 17.2.

Sophyx makes no representation that participation will produce any particular level of earnings, and any figure used in an example is an illustration rather than a forecast.

Audit. On 10 business days’ written notice, no more than once in any 12 months unless a specific breach is suspected, Sophyx may inspect the records you are required to keep under sections 9 and 10. An audit happens remotely, at Sophyx’s cost, and covers those records only. Sophyx treats anything it sees as your confidential information under section 13.

Time limit on claims. The parties acknowledge that section 4 of the Limitations Act, 2002 (Ontario) would otherwise provide a basic limitation period of two years; that this agreement is a business agreement within the meaning of section 22(5) of that Act, because neither party is a consumer as defined in the Consumer Protection Act, 2002 (Ontario); and that they intend by this section to vary that basic limitation period. You agree that you are giving up a statutory right to a longer limitation period. No claim about a statement, a payout, or the calculation of an amount may be brought more than 12 months after the statement in question was issued.

This section does not shorten any period for a claim based on fraud, and does not limit Sophyx’s right under section 8 to recover an amount obtained by fraud whenever it is discovered.

You may not assign, subcontract or otherwise transfer this agreement, or any right to payment under it, without Sophyx’s prior written consent, which will not be unreasonably withheld. An attempted transfer without consent is void. A change of control of your business is treated as a transfer for this purpose.

Sophyx may assign this agreement to an affiliate, or to a purchaser of all or substantially all of its business or assets, on written notice to you. Your earned and continuing compensation is unaffected by such an assignment.

This agreement is governed by the laws of the Province of Ontario and the federal laws of Canada that apply there, and the courts of Ontario have exclusive jurisdiction.

Before commencing proceedings, raise the dispute in writing with your Sophyx contact. If it concerns whether an account qualified or an amount was calculated correctly, Sophyx will give you the underlying records for that account within ten business days and a written decision within a further ten. Most disputes in a program this size are a record-keeping disagreement, and this step exists so they are resolved as one. This step does not extend the time limit in section 18, so raise a dispute promptly.

If any provision of this agreement is found unenforceable, it is severed and the rest continues in force. A failure to enforce a provision is not a waiver of it.

Write to partners@sophyx.io for anything about this agreement, a statement, or a disputed account.

Ready to apply? The application is on the partnership page.