General Partner Agreement

Subject to this Agreement, DFX appoints you as a non-exclusive General Partner with the limited right to introduce qualified businesses to DFX Intelligence and to refer them using the unique referral link and materials we provide. This appointment is personal to you and may not be transferred or assigned without our prior written consent.

The appointment is non-exclusive. DFX may enroll any number of General Partners, may market and sell directly and through other channels, and may serve any customer, in any territory, without restriction and without any obligation or payment to you except as expressly set out in the Commission Policy.

Your role in the Program is to make qualified introductions. You are not authorized or expected to perform the sales function. Once you introduce a business, the Sales General performs the demonstration, discovery, qualification, closing, and onboarding of that prospective customer.

You are not expected to sell the Services, deliver product demonstrations, handle pricing negotiations, respond to objections, prepare proposals, or close deals. You are not required to provide support, professional services, or account management to any customer, and you must not hold yourself out as able to do so on behalf of DFX.

Nothing in this Agreement obligates you to make any minimum number of introductions, and nothing obligates DFX to accept any introduction, to pursue any prospect, or to enter into any agreement with any prospect you introduce. DFX retains sole discretion over its products, pricing, customers, and business decisions.

We will provide you with a unique referral link and may provide referral codes or forms. To be eligible for a commission, an introduced customer must reach DFX through your referral link and complete their purchase directly through it, and the introduction must satisfy the conditions in the Program Terms and the Commission Policy.

Attribution is determined on a first-touch basis. Where more than one General Partner is associated with the same prospective customer, the General Partner whose qualifying referral link was recorded first is credited, as determined by our records, which are final. We do not credit introductions that are not captured through the referral mechanism we provide.

DFX will pay you a flat commission of five hundred United States dollars ($500 USD) for each introduced customer who (a) purchases the Services directly through your referral link, (b) remains an active, paying customer through the completion of their second monthly billing cycle, and (c) remains in good standing with DFX. Only one commission is payable per introduced customer.

No commission is earned, and no payout is issued, before the introduced customer's second monthly billing cycle completes. Commissions are governed in full by the Commission Policy, including its qualification, good-standing, clawback, timing, and dispute provisions, which are incorporated into this Agreement. Capitalized commission terms used here have the meanings given in the Commission Policy.

We collect the information required to pay you, such as your legal name, whether you are an individual or a business, your address, your tax information, and your payout account details, only after you have earned a commission, and never before. You are responsible for the accuracy of the information you provide and for any taxes on amounts you receive.

Payments are made in United States dollars through the payout method we designate. We may withhold or offset amounts as required by law or as described in the Commission Policy, and we may require valid tax documentation before issuing any payment. You are responsible for any fees charged by your payout provider.

This Agreement begins when you enroll in the Program and continues until terminated. Either party may terminate at any time, for any reason or no reason, on written notice (including by email or through the Program interface).

We may suspend or terminate your participation immediately, with or without notice, if you breach this Agreement or any incorporated policy, engage in prohibited conduct, create legal or reputational risk for DFX, or if required by law. On termination, your right to make introductions and to use our referral links, name, and marks ends immediately.

Termination does not affect commissions already earned and payable as of the termination date, subject to the Commission Policy (including clawback). No commission is earned on introductions that have not satisfied all qualification conditions as of termination. Provisions that by their nature should survive termination will survive, including those on intellectual property, confidentiality, independent-contractor status, disclaimers, limitation of liability, indemnification, and governing law.

Subject to your compliance with this Agreement, the Marketing Guidelines, and the Brand Guidelines, DFX grants you a limited, non-exclusive, non-transferable, revocable license, during the term, to use the DFX Intelligence name, logo, and approved marketing materials solely to promote the Services and make introductions under the Program, and only in the manner those guidelines permit.

All goodwill arising from your use of the marks inures to DFX. You acquire no ownership interest in our name, marks, or materials. You may not register or attempt to register any DFX name, mark, domain, username, or anything confusingly similar, and you may not bid on or purchase paid advertising on DFX trademarks or brand terms. We may revoke this license or require you to change or stop any use at any time.

You may receive non-public information about DFX, its products, pricing, customers, prospects, and business. You will use such information only to participate in the Program, will protect it with at least reasonable care, and will not disclose it. This does not apply to information that is or becomes public through no fault of yours, that you already lawfully held, that you independently develop, or that you are required to disclose by law (with notice where permitted).

You are an independent contractor. Nothing in this Agreement creates an employment, agency, partnership, joint-venture, or franchise relationship between you and DFX. Despite the Program name, you are not a legal partner of DFX and you have no authority to bind DFX or to act on its behalf.

You have no authority to make any representation, warranty, promise, or commitment on behalf of DFX, to set or quote pricing, to negotiate or sign agreements, to accept payment on our behalf, or to create any obligation for DFX. You are responsible for your own taxes, expenses, tools, and manner of work, and you control how and when you make introductions, subject to the Program's rules and policies.

The Program, referral tools, and materials are provided "as is" and "as available" without warranty of any kind. We do not guarantee any level of earnings, any conversion or acceptance of introductions, or the continued availability of the Program.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, DFX WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS OR ANTICIPATED COMMISSIONS, ARISING OUT OF OR RELATING TO THE PROGRAM OR THIS AGREEMENT. OUR TOTAL AGGREGATE LIABILITY WILL NOT EXCEED THE TOTAL COMMISSIONS PAID TO YOU IN THE THREE (3) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR ONE HUNDRED U.S. DOLLARS ($100), WHICHEVER IS GREATER.

You will defend, indemnify, and hold harmless DFX and its affiliates, officers, directors, employees, and agents from and against any claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to your introductions and promotional activity, your use of our name and marks, your statements to prospects or the public, your violation of this Agreement or any incorporated policy, or your violation of any law or third-party right.

This Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. The dispute-resolution, arbitration, and class-action-waiver provisions of our Terms of Service apply to disputes arising out of or relating to the Program and this Agreement and are incorporated here by reference.

This Agreement, together with the incorporated Program policies, the Terms of Service, and the Privacy Policy, is the entire agreement between you and DFX regarding the Program and supersedes all prior discussions and agreements on the subject. We may update this Agreement and the incorporated policies from time to time; if we make material changes we will provide notice, and your continued participation after the changes take effect constitutes acceptance. If any provision is held unenforceable, it will be modified to the minimum extent necessary and the remaining provisions will remain in effect. You may not assign this Agreement without our consent; we may assign it freely.

Questions about this Agreement may be sent to hello@dfxintel.com.