Partner Agreement

This Partner Agreement ("Agreement") is entered into between MadFish Solutions LLC ("MadFish.ai," "we," "us," or "our") and you ("Partner," "you," or "your") and governs your participation in the MadFish.ai Partner Program ("Program").

By applying to and participating in the Program, you agree to be bound by the terms and conditions set forth in this Agreement.

1. Program Overview

The MadFish.ai Partner Program enables qualified partners to refer potential clients to MadFish.ai in exchange for recurring commission payments. Partners earn commissions based on qualified leads that convert to paying customers.

2. Partner Eligibility

To participate in the Program, you must:

• Be a legally operating business entity or individual with the authority to enter into this Agreement
• Have an established presence in the e-commerce, digital marketing, or technology services industry
• Maintain good standing with MadFish.ai throughout the partnership
• Comply with all applicable laws and regulations
• Not engage in any fraudulent, deceptive, or illegal practices

3. Commission Structure

3.1 Commission Tiers

Partners earn recurring commissions based on their Monthly Recurring Revenue (MRR) tier:

• Agency Tier: 10% commission on $0 - $9,999 MRR
• Preferred Agency Tier: 15% commission on $10,000 - $19,999 MRR
• Premier Agency Tier: 20% commission on $20,000+ MRR, plus 5% lifetime legacy commission

3.2 Commission Duration

Standard commissions are paid for 12 consecutive months while the referred customer remains active and in good standing. Legacy commissions (Premier tier only) continue for the lifetime of the customer relationship after the initial 12-month period.

3.3 Qualified Leads

A qualified lead is defined as a prospective customer that:

• Is properly registered through your Partner Dashboard
• Signs a paid service agreement with MadFish.ai
• Makes their first payment
• Remains in good standing (current on payments)

4. Lead Registration and Exclusivity

4.1 Lead Registration

All prospective customers must be registered through your Partner Dashboard prior to initial contact with MadFish.ai. Leads not properly registered may not qualify for commission.

4.2 Exclusivity Period

Registered leads receive 6 months of exclusivity protection. During this period, MadFish.ai will not work with competing partners on the same prospect. Exclusivity may be extended by mutual agreement.

4.3 Conflicting Registrations

If multiple partners register the same lead, the first partner to register will receive credit, provided they can demonstrate prior relationship or introduction.

5. Payment Terms

5.1 Payment Schedule

Commission payments are processed on the 15th of each month for commissions earned two months prior. For example, January commissions are paid on March 15th.

5.2 Payment Methods

Payments are made via PayPal, Stripe, ACH bank transfer, or check, as selected in your Partner Dashboard. Partners are responsible for any transaction fees associated with their chosen payment method.

5.3 Payment Threshold

A minimum balance of $50 must be reached before payment is issued. Balances below the threshold will roll over to the following month.

5.4 Tax Responsibility

Partners are responsible for all applicable taxes on commission payments. Partners agree to provide completed W-9 or W-8BEN forms as required.

6. Partner Responsibilities

6.1 Ethical Marketing

Partners must:

• Accurately represent MadFish.ai services and capabilities
• Not make false, misleading, or exaggerated claims
• Not disparage competitors or engage in negative marketing
• Comply with all applicable advertising and marketing regulations
• Disclose the referral relationship when required by law

6.2 Brand Guidelines

When using MadFish.ai branding, logos, or marketing materials, partners must follow our brand guidelines and obtain approval for custom materials.

6.3 Data Protection

Partners must protect any customer or prospect information shared by MadFish.ai and comply with all applicable data protection laws, including GDPR, CCPA, and other privacy regulations.

7. Prohibited Activities

Partners may not:

• Use spam, unsolicited emails, or other prohibited marketing tactics
• Engage in fraudulent lead generation or falsify lead information
• Bid on MadFish.ai branded keywords in paid search campaigns
• Register themselves or their own companies as leads
• Share partner dashboard access credentials
• Resell or subcontract their partner status

8. Intellectual Property

MadFish.ai retains all rights to its trademarks, service marks, logos, and proprietary information. This Agreement grants partners a limited, non-exclusive license to use MadFish.ai branding solely for the purpose of promoting our services in accordance with this Agreement.

9. Confidentiality

Partners agree to maintain confidentiality of any proprietary or confidential information received from MadFish.ai, including but not limited to pricing, customer lists, business strategies, and technical information.

10. Term and Termination

10.1 Term

This Agreement begins upon acceptance into the Partner Program and continues until terminated by either party.

10.2 Termination by Partner

Partners may terminate this Agreement at any time with 30 days written notice. Commissions for qualified leads generated prior to termination will continue to be paid according to the terms of this Agreement.

10.3 Termination by MadFish.ai

MadFish.ai may terminate this Agreement immediately if:

• Partner violates any term of this Agreement
• Partner engages in fraudulent or illegal activities
• Partner's actions damage MadFish.ai's reputation or business
• Partner becomes inactive for 6+ consecutive months

10.4 Effect of Termination

Upon termination, partners must cease using MadFish.ai branding and marketing materials. Commissions for active customers will continue according to the original terms unless termination was due to fraud or material breach.

11. Limitation of Liability

MadFish.ai's total liability under this Agreement shall not exceed the total commissions paid to Partner in the 12 months preceding the claim. MadFish.ai is not liable for indirect, incidental, consequential, or punitive damages.

12. Indemnification

Partner agrees to indemnify and hold harmless MadFish.ai from any claims, damages, or expenses arising from Partner's breach of this Agreement or violation of applicable laws.

13. Independent Contractor

Partners are independent contractors. This Agreement does not create an employment, partnership, joint venture, or agency relationship. Partners have no authority to bind MadFish.ai or make commitments on our behalf.

14. Modifications

MadFish.ai reserves the right to modify this Agreement with 30 days notice. Continued participation in the Program after modifications constitutes acceptance of the new terms.

15. Governing Law

This Agreement is governed by the laws of the State of Delaware, without regard to conflict of law principles. Any disputes shall be resolved in the courts of Delaware.

16. Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements or understandings regarding the Partner Program.

17. Contact Information

Questions about this Agreement should be directed to:

MadFish Solutions LLC
Partner Program Team
Email: partners@madfish.ai