The Partner Program agreement.

You and us.

These Partner Program Terms ("Partner Terms") are a contract between Very Machine, Inc., a Delaware corporation operating as VeryQuery ("VeryQuery," "we," "us") and the organization accepting them (your "Org," "you," the "Partner"). They are entered into when an owner of your Org clicks "Accept partner terms" in the VeryQuery dashboard.

The person clicking accept represents that they have authority to bind your Org to these Partner Terms.

These Partner Terms are in addition to, not in place of, the Customer Terms of Service and Privacy Policy that already govern your Org's use of VeryQuery. Where the documents conflict on a partner-specific matter, the Partner Terms control.

These Partner Terms govern:

• How VeryQuery credits your Org when a merchant you referred subscribes to VeryQuery.
• How rev-share accrues on the merchant's charges, the grace period before it becomes payable, and the mechanics of paying it out via Stripe Connect.
• Your obligations around conduct, anti-fraud, and tax.
• How operational access (Collaboration) and the commercial referral relationship (Attribution) work, separately, when you serve as an agency.
• How property handoffs work when you transfer a store you built to a merchant.
• How either party ends participation, and what happens to earned-but-unpaid balances.

Any Org can participate. You do not need to be an agency, an established business, or domiciled in any particular country to refer a store and earn rev share on the referral.

Payout eligibility is narrower than program eligibility. To receive a payout you must complete Stripe Connect Express onboarding, which Stripe runs and which has its own identity-verification and tax-reporting requirements. We cap supported payout currencies at U.S. Dollars in this version of the program; non-USD-resident partners can accrue rev share but cannot receive a payout until USD-rail support is in place or we add their currency.

You may not enroll an Org as a partner in order to receive rev share on your own merchant Org's subscription. This is called "self-attribution" and the §13 conduct rules apply.

An owner of your Org accepts these Partner Terms in the dashboard. Acceptance:

• Records an immutable audit-log row identifying the Org, the accepting User, the version of these Partner Terms accepted, the IP address, and the timestamp.
• Mints your Org's attribution token (a random opaque identifier) if you do not already have one. The token appears on your referral link as ?ref=<token>.
• Releases any rev-share entries that were held pending acceptance of the current version (see §07).

If we publish a materially-changed version of these Partner Terms, your existing acceptance ceases to be current for that version. New rev-share entries on the changed version park as held pending acceptance until an owner of your Org re-accepts. The held entries release in one sweep on re-acceptance.

We credit a referral to your Org by creating an Attribution record linking your Org (the partner) to a merchant Org. We create the Attribution on whichever of the following events happens first for that merchant:

• Referral-link signup. A user follows a link carrying your ?ref=<token>. The token is retained in that browser for sixty (60) days, and the Attribution is written when the user completes signup and the merchant Org is created within that window. If a user follows links from more than one partner before signing up, the first link followed wins (first-touch). A signup from a different browser, or after the sixty-day window, is not attributed.
• Agency handoff. You build a property inside your own Org and hand it off to a merchant via the handoff invite flow with the partner mode selected. The Attribution is written atomically as part of the handoff transaction.
• Administrative attribution. A VeryQuery administrator creates the Attribution by hand (for example, to record a real-world introduction that did not flow through a digital path). We use this sparingly; you do not have an entitlement to administrative attribution.

There is at most one active Attribution per merchant Org. If a merchant Org already has an active Attribution and signs up under a different referral link, the second attempt is rejected. We follow an original-attribution model: the partner who brought the merchant in keeps the commercial relationship even if the merchant later engages a different agency. Operational access (Collaboration) is independent; see §15.

The Attribution attaches to the merchant Org as we identify it internally, independent of its display name or ownership. Renaming the Org or transferring its ownership does not affect the Attribution, and rev share continues to accrue on every charge from that Org, across every property it operates, present and future. The Attribution does not extend to a different Org: one later created by the same individuals or business is a separate, unattributed signup, and we do not merge Attribution across Orgs or track a business across more than one.

Each Attribution carries a rev-share rate. At the moment we create the Attribution, we copy the then-current default rate from our internal partner-program configuration onto the Attribution row. That snapshotted rate governs every rev-share entry written against the Attribution, for the life of the merchant Org's subscriptions.

The default rate is twenty percent (20%) on the date these Partner Terms become effective. We may change the default rate for new Attributions at any time, with or without notice; the change does not retroactively alter your existing Attributions. We may, by separate agreement or administrative action, set a non-default rate on a specific Attribution (typically for enterprise referrals); that rate is similarly snapshotted and does not move.

Rev share is calculated on the revenue base of each merchant charge:

Gross amount

The total amount the merchant paid us on the charge, in its native currency.

Less: platform fee

The payment processor's cut (Stripe's or Shopify's), as reported by the processor on the charge.

Less: tax

Sales tax or VAT collected by us on the merchant's behalf.

Equals: revenue base

The amount we actually received from the charge.

Your rev-share entry for the charge is floor(revenueBase × rate) in the charge's native currency. We round down to the smallest currency unit (cent, in USD).

We accrue rev share only on amounts a merchant actually pays and that we retain. No rev share arises on amounts that are unpaid, failed, declined, in dunning, refunded, charged back, credited, discounted, comped, served under a free or trial period, or written off as uncollectible. If we accrue on an amount and later refund, credit, or write it off, the matching entry reverses under §12.

We record a rev-share entry on the source webhook for the charge. For Stripe-billed merchants the source is the invoice.payment_succeeded webhook; for Shopify-billed merchants the source is the recurring application subscription charge activation. The entry is created whether or not the underlying funds have settled to our bank account at that moment.

Annual subscriptions amortize. A single annual invoice.payment_succeeded writes twelve rev-share entries, each dated one month forward from the charge date, each carrying one-twelfth of the annual revenue base (rounded down). This aligns the payout cadence with monthly subscriptions and protects both sides against early-cancellation clawbacks.

Each rev-share entry carries one of the following statuses:

accruing

Written, within the grace period (§08). Not yet eligible for payout.

eligible

Past the grace period. Ready to include in the next admin payout review.

held

Past the grace period but your Connect onboarding is incomplete. The balance accrues; we will not pay it out until you complete onboarding.

held-pending-acceptance

Recorded while your Org's last acceptance of these Partner Terms predates the currently-published material version. Released when an owner of your Org re-accepts.

paid

Included in a Connect transfer. Paid-out timestamp and Stripe transfer id are stamped on the entry.

reversed

Voided by a refund or chargeback (§12).

We do not pre-credit, advance, or guarantee any rev-share amount before the source charge has actually been recorded on our side.

Every rev-share entry sits in the accruing state for thirty (30) days from the underlying charge date. We call this the grace period.

The grace period protects both sides:

• If the merchant is refunded inside the grace period, the matching rev-share entry is reversed. No money was paid out, so nothing needs to be clawed back.
• If the merchant disputes the charge inside the grace period, same outcome.
• If neither happens, the entry becomes eligible for payout when the grace period elapses.

We may, at our discretion, extend the grace period for entries we suspect are subject to anti-fraud review under §13. We will surface the extension in your statement view.

Rev share is paid by Stripe Connect transfer from our operating balance to your Connect Express account. Each transfer covers one or more eligible entries from a single (partner, currency) bucket and is uniquely identified by the Stripe transfer id, which is stamped onto every covered entry at the moment the transfer is created.

Mechanics:

• Payouts are admin-initiated. We trigger the transfer; you do not have a "Request payout" button.
• The minimum payable balance per currency is ten U.S. Dollars (USD 10) or equivalent. Eligible balances below the threshold roll forward.
• If your Stripe Connect account is not in a payouts-enabled state when we attempt a payout, the transfer is refused and your eligible balance remains held until your Connect account is ready.
• If our operating balance is insufficient at the moment we attempt the transfer, the transfer is refused and the entries remain eligible. We will retry as part of the next payout review.

We may, at our discretion, batch payouts on whatever cadence is operationally reasonable. We do not guarantee a fixed payout schedule. We will not delay payouts beyond what is necessary for the controls described in these Partner Terms.

Stripe runs the transfer. Once we initiate it, the funds are subject to Stripe's processing timelines and any holds Stripe places on your Connect account; we do not control either.

We will not make a payout that would violate applicable law, including U.S. economic-sanctions and export-control laws. We may withhold, delay, or cancel a payout to, and may terminate the participation of, any partner who is a restricted or sanctioned party, or who is located in or ordinarily resident in an embargoed jurisdiction.

Before any rev-share entry can be paid out, you must complete Stripe Connect Express onboarding. We provision the Connect account lazily (the first time an owner of your Org clicks "Start Stripe Connect onboarding") and embed your Org id in the account's metadata so we can re-resolve it when Stripe pings us with status updates.

Onboarding is run by Stripe. We do not see or store the identity documents, bank account details, or tax-form data you submit to Stripe; we only receive Stripe's "ready" or "not yet ready" signal and the cleared-vs-outstanding requirements list.

You are responsible for keeping your Connect account in good standing: completing requested verifications, responding to Stripe's information requests, and keeping your bank account in a payable state.

If Stripe restricts, pauses, or closes your Connect account for any reason, we will be unable to pay you. We will surface the restriction on your statement view and continue accruing rev share against the Attribution. If the restriction is not resolved within ninety (90) days, we may, at our discretion, hold the eligible balance pending resolution or seek a written direction from you to release it via an alternative method.

If an eligible balance remains unpayable because you have not completed Stripe Connect onboarding, or because your account is unreachable or unresponsive to our requests, for twelve (12) months after we notify the User who accepted these Partner Terms, we may, to the extent permitted by law, treat the balance as forfeited or remit it in accordance with applicable unclaimed-property law.

You are responsible for all taxes on the rev share you receive: income tax in your jurisdiction, sales tax or VAT where applicable, and any withholding obligations imposed on you as the recipient of the payment.

For U.S. partners, Stripe Connect issues IRS Form 1099-K on our behalf where required by U.S. tax law and the platform's reporting thresholds. We do not assist with non-U.S. tax reporting beyond providing the transaction history accessible through your Connect account and your VeryQuery statement.

You agree that the rev-share rate snapshotted on each Attribution is the gross amount before any tax obligation on your side. We do not gross up rev share for taxes you owe.

If we are required by law to withhold tax from a payout (for example, U.S. backup withholding triggered by a missing or invalid TIN on your Connect account), we will deduct the withheld amount from the transfer and remit it to the relevant taxing authority. The withholding satisfies our payout obligation for the amount withheld.

If a refund or chargeback hits a merchant charge after we have written rev-share entries against it, we mark those entries reversed and apply the following rule:

• Entry not yet paid out. We void the entry. No money has left our balance, so nothing is owed.
• Entry already paid out. We pause future payouts to your Org and reconcile the offset. In most cases we will deduct the reversed amount from your next eligible payout. In cases of repeated reversals or fraud-flagged charges, we may direct Stripe to reverse the underlying Connect transfer (which pulls the funds back from your account, subject to Stripe's reversal mechanics).

We do not bear the loss for reversed charges. A reversal on a paid-out entry creates a balance you owe us, payable by deduction from future payouts or by reversal of the original transfer. If your Org ends participation while a reversal-driven balance is outstanding, you remain liable for the balance.

Where a reversal or other adjustment leaves you with a balance owed to us, we may recover it by deducting from future payouts, by setting it off against any amount we owe you, or by directing Stripe to reverse a prior transfer. If we cannot recover it through those means, the balance is a debt you owe us and remains payable after your participation ends.

We do not delay payouts to wait for hypothetical future reversals beyond the §08 grace period. If a reversal arrives after the grace period closes, the §12 mechanics apply.

You agree not to:

• Self-refer: create a merchant Org from inside your partner Org or under your control with the purpose of earning rev share on your own subscription.
• Refer merchant Orgs you have a financial or controlling interest in that you have not disclosed to us.
• Mass-distribute referral links via channels likely to capture incidental clicks from existing customers (re-attribution attempts).
• Automate signups, click-stuffing, or any other mechanism designed to inflate Attribution counts.
• Misrepresent the VeryQuery service, your relationship with us, or the rev share you receive, in any marketing of the referral.
• Provide rebates, kickbacks, or undisclosed incentives to merchants in exchange for signing up under your referral link, beyond commercially-reasonable referral incentives you fully fund and disclose.

You are also responsible for complying with the advertising and disclosure laws that apply to you when you promote VeryQuery or share your referral link, including the U.S. FTC's endorsement and affiliate-disclosure guidance and any equivalent in your jurisdiction. Where the law requires you to disclose that you earn a commission on referrals, making that disclosure is your responsibility, not ours.

We may pause payouts, withhold rev share, or terminate your participation in the program for any conduct we reasonably believe violates this section. Where we withhold or pause, we will provide a written explanation and an opportunity to respond. We are not obligated to provide root-cause detail when doing so would compromise an ongoing investigation.

If we ultimately conclude in good faith that a course of conduct breached this section, the rev share associated with that conduct is forfeit.

We are the system of record for Attributions, rev-share entries, payout transfers, and acceptance history. The dashboard's statement view is your read-only window into those records. We retain the underlying ledger indefinitely.

If you dispute a rev-share calculation, a payout amount, or a missing Attribution, you must notify us in writing (to [email protected]) within sixty (60) days of the entry or payout in question. We will investigate and respond in writing within thirty (30) days of receiving the dispute.

You agree to cooperate with reasonable information requests to support a dispute. Disputes raised after the sixty-day window are at our discretion to investigate.

Operational access to a merchant Org (the ability to log in and configure their property) flows through a separate join we call Collaboration. Collaboration is granted by the merchant Org's owner and is independently revocable by them.

The Attribution that drives rev share and the Collaboration that drives operational access are kept on separate timelines:

• Revoking a Collaboration does not terminate the corresponding Attribution. You continue to earn rev share even after the merchant ends your operational engagement.
• Terminating an Attribution (under §17 or for cause under §13) does not, by itself, revoke any active Collaboration. The merchant must revoke Collaborations themselves.
• A merchant who switches agencies keeps the original Attribution with you. The new agency receives a separate Collaboration from the merchant.

When a Collaboration is revoked, any VeryQuery API keys created on the merchant's properties by users in your Org are auto-revoked in the same transaction. API keys created by the merchant's own users are not affected.

If you build a property inside your own Org with the intent of transferring it to a merchant, you may use the property-handoff invite flow. At invite-creation time you choose one of two modes:

partner

Your Org retains a Collaboration on the merchant's new Org, and an Attribution is created linking your Org to the merchant. You earn lifetime rev share on the merchant Org's subscriptions per these Partner Terms. The merchant can revoke the Collaboration at any time without affecting the Attribution.

clean

Pure ownership transfer. Your Org loses access to the property at the moment of redemption. No Collaboration and no Attribution are created. You earn no rev share.

The merchant does not see or consent to your choice between modes. Attribution is our internal accounting; Collaboration, if granted under the partner mode, is independently revocable by the merchant from their team panel.

The handoff transaction is atomic. If any step fails (User creation, Org creation, Property transfer, Membership, Collaboration, Attribution), the transaction is rolled back and no artifacts are created. A successful handoff can be re-redeemed within the invite's TTL and returns the same artifacts (it does not duplicate them).

Either party may end your Org's participation in the program:

• You. An owner of your Org may end participation by notifying us in writing or by archiving your Attributions via the dashboard (where the feature is exposed).
• Us, for convenience. We may end your participation on thirty (30) days' written notice for any reason or no reason.
• Us, for cause. We may end your participation immediately for a material breach of these Partner Terms, including §13 conduct violations.

What happens to your Attributions on termination depends on how participation ended:

• You end participation, or we end it for convenience. No new Attributions are created from that point: your referral link stops attributing new signups, and no new handoffs attribute to you. Your existing Attributions stay in force. Subsequent merchant charges keep accruing rev share at the snapshotted rate, and recorded entries pay out per §08 and §09. We will not end your existing Attributions for convenience in order to stop paying rev share you have already earned; ending for convenience stops new referrals, not payouts on referrals you have already made. If you would rather walk away cleanly, you may archive your own Attributions; that is your choice, not something we impose.
• We end it for cause. Your existing Attributions are marked terminated and subsequent merchant charges accrue no rev share against them. Recorded-but-unpaid entries are subject to §13 forfeiture. For-cause termination requires a material breach of these Partner Terms, such as the §13 conduct violations (fraud, self-attribution, and the like).

In every case: rev-share entries already recorded remain subject to the §12 reversal rules; your Org's Stripe Connect account remains usable until you delete it directly with Stripe (we will not delete it on your behalf); and acceptance audit rows are retained indefinitely as a historical record.

Termination does not affect your Org's underlying VeryQuery subscription or your Collaborator-role access to merchant Orgs you serve as an agency, both of which are governed by the Customer Terms of Service.

We will revise these Partner Terms from time to time. We distinguish two kinds of change:

Non-material

Clarifications, typographical fixes, restatement of existing meaning. Your existing acceptance remains current. We may post the change without notice.

Material

Anything that changes a substantive obligation, including rate-default changes for new Attributions, payout structure, holdback, anti-fraud language, or jurisdiction. We mark the new version as a material change in the LegalDocument metadata. Your existing acceptance ceases to be current for the new version, and new rev-share entries park as held-pending-acceptance until an owner of your Org re-accepts.

Whether a change is material is our judgment, made in good faith. We will err toward the material classification when the answer is debatable, because the held-pending mechanism is recoverable (re-accept and the held entries release) and the alternative (surprising you with a substantive change) is not.

The Partner Program is an addition to the underlying VeryQuery service. The disclaimers, warranty limitations, and liability cap in the Customer Terms of Service §11 and §12 apply equally to your participation as a partner.

In addition, for the Partner Program specifically:

• We do not guarantee that any particular referral will result in an Attribution, that any Attribution will produce rev share, or that any rev share will reach a specific amount.
• We do not guarantee uptime or availability of the Stripe Connect onboarding flow, payout processing, or any third-party service used to deliver payouts.
• We may change our pricing, packaging, or product lineup, or discontinue features or the service. Such changes may reduce or end a merchant's charges and therefore your rev share, and are not a breach of these Partner Terms.
• Our maximum aggregate liability to you under these Partner Terms is limited to the total rev share paid to your Org in the twelve (12) months preceding the claim. This is in addition to (and capped by) the broader limit in the Customer Terms of Service.

Governing law

Delaware, USA, without regard to its conflict-of-laws rules. The federal and state courts of New Castle County, Delaware have exclusive jurisdiction over disputes arising out of these Partner Terms.

Severability

If any clause is held unenforceable, the rest of these Partner Terms remain in effect.

No waiver

Our failure to enforce a clause is not a waiver of our right to enforce it later.

Assignment

You may not assign these Partner Terms or your Attributions without our written consent. We may assign these Partner Terms in connection with a merger, acquisition, reorganization, or sale of our business.

Change of control

If we sell, merge, reorganize, or otherwise transfer the business or the Partner Program, we may assign these Partner Terms and the Attributions to the successor, who assumes them. We or the successor may continue the program, wind it down under the for-convenience rules in §17 (existing Attributions keep paying; no new Attributions are created), or offer to settle your outstanding Attributions for a one-time payment in lieu of future rev share. We are not obligated to operate the Partner Program in perpetuity.

Entire agreement

These Partner Terms, together with the Customer Terms of Service and the Privacy Policy, constitute the entire agreement between you and us with respect to the Partner Program.

Notices

To us: [email protected]. To you: the email address on the User who accepted these Partner Terms, or the dashboard's in-product notification surface.