Partner Program Terms.

2. Client Attribution

To receive credit for a referral, the lead must either:

• Sign up through your unique partner tracking link, or
• Be registered by you in our Partner Dashboard before their first contact with us.

Leads that do not convert within ninety (90) days expire automatically. Duplicate attributions and self-referrals are prohibited. The Company's determination of attribution is final.

3. Your Responsibilities — Tier 1 Support

To qualify for recurring commissions, Partners must act as the primary L1 Support (Tier 1) contact for their referred clients. This means:

• Assisting clients with initial Google Sheet and Calendar setup.
• Answering basic "How do I...?" usage questions.
• Communicating known outages or maintenance windows.
• Responding to client inquiries within one (1) business day.

You may only escalate to our engineering team after performing initial troubleshooting and documenting the issue. Chronic failure to provide adequate support (3+ documented complaints in 90 days) constitutes grounds for termination.

You must also complete all mandatory training and certification sessions provided by the Company within sixty (60) days of enrollment.

4. Payment Schedule

Commissions are calculated monthly and paid on a Net-30 basis (30 days after the month in which we receive payment from the client). Minimum payout threshold: $100 USD. Balances below this carry forward.

You are solely responsible for taxes on commission income. We may require tax forms (W-8BEN, T4A) before issuing payment.

4.1 Clawbacks

If a Referred Client cancels or receives a refund within the first sixty (60) days, we reserve the right to deduct (claw back) any commission previously paid for that client from your future payouts.

5. Professional Conduct

Partners are ambassadors of the Agentic Front Desk brand by Moonlight AI. We strictly prohibit:

• Unsolicited commercial email ("Spam"), robocalls, or CASL/CAN-SPAM violations.
• Bidding on our trademarked keywords in paid search advertising.
• Deceptive marketing, false claims about capabilities, or "get-rich-quick" messaging.
• Representing yourself as an employee or officer of Moonlight AI.
• Offering unauthorized discounts or modifying pricing without approval.

6. Independent Contractor Status

You are an independent contractor, not an employee, agent, or legal representative of the Company. You have no authority to bind the Company to any obligation. You are responsible for your own business expenses, insurance, and tax obligations.

7. Confidentiality

You agree to keep confidential all non-public information disclosed by the Company, including pricing, commission structures, product roadmaps, client lists, and technical architecture. Confidentiality obligations survive termination for three (3) years.

8. Termination

Either party may terminate with thirty (30) days' written notice.

• Without Cause: You continue earning commissions for existing clients for twelve (12) months after termination.
• For Cause (violation of conduct, support, or confidentiality terms): All future commissions are immediately and permanently forfeited, including any accrued but unpaid balance.

The Company may also suspend your account and withhold payments pending investigation of suspected violations.

9. Limitation of Liability

The Company's total liability to you under this Agreement shall not exceed the commissions actually paid to you in the six (6) months preceding the claim. We make no guarantees regarding income. Commission earnings depend on your own efforts, market conditions, and client retention — factors outside our control.

10. Indemnification

You agree to indemnify and hold harmless the Company from any claims, damages, or legal fees arising from your marketing activities, misrepresentations to prospects, failure to provide adequate Tier 1 support, or breach of this Agreement.

11. Governing Law

This Agreement is governed by the laws of the Province of Ontario, Canada. Disputes shall be resolved by binding arbitration in Ottawa, Ontario. Both parties waive the right to participate in class action proceedings.

12. Miscellaneous

Entire Agreement: This Agreement constitutes the entire understanding between the parties. Amendment: May be amended by the Company with thirty (30) days' notice. Severability: If any provision is held invalid, the remainder continues in effect. Assignment: You may not assign this Agreement without our consent. Waiver: Failure to enforce any provision does not waive the right to do so in the future.