Partner Program Agreement

This Partner Program Agreement ("Agreement") governs your participation in the Claryx Partner Program operated by:

"Partner", "you", or "your" refers to the individual or entity registering for the Claryx Partner Program.

Program Highlights

The complete terms and conditions follow below.

1. Definitions

• (a) "Commission" means the payment owed to Partner for Qualified Referrals as specified in Section 3.
• (b) "Net Revenue" means gross subscription fees actually received by Claryx after applying all discounts (including Partner discount, promotional discounts, and annual billing discounts), less refunds, chargebacks, credits, and payment processing fees.
• (c) "Promotion Code" means the unique discount code assigned to Partner in the format [PARTNERNAME]10 or similar.
• (d) "Qualified Referral" means a transaction that has been: (i) successfully completed using Partner's Promotion Code at checkout; (ii) vetted and verified by Claryx; (iii) remained free from refunds, chargebacks, cancellations, or disputes for the sixty (60) day Validation Period; and (iv) made by a customer who is not an existing Claryx customer or a previous customer within the past twelve (12) months.
• (e) "Services" means Claryx's financial reporting and analysis platform and related subscription services.
• (f) "Validation Period" means the sixty (60) day period following a transaction during which the transaction must remain free from refunds, chargebacks, cancellations, or disputes to qualify for commission payment.
• (g) "Vetted and Verified" means the process by which Claryx internally confirms that a transaction meets all required conditions for commission eligibility. This process includes, but is not limited to: (i) validating the successful application of the unique Promotion Code at checkout; (ii) confirming the customer is not an existing customer or a previous customer within the preceding twelve (12) months as of the transaction date; (iii) successfully processing and clearing the initial payment for the Services; and (iv) confirming the Partner's promotional activity that generated the referral was not in violation of any term in Section 6 (Partner Obligations and Conduct). Claryx will complete the vetting and verification process prior to the conclusion of the Validation Period.

2. Program Enrollment and Term

2.1 Enrollment

The Partner Program is available to accounting professionals, finance teams, and related service providers. Upon acceptance of this Agreement and completion of the registration process, Partner will receive: (a) a unique Promotion Code; and (b) access to approved marketing materials and Partner resources.

2.2 Term

This Agreement commences on the date Partner completes registration and receives confirmation from Claryx, and continues until terminated by either Party in accordance with Section 10.

2.3 Partner Benefits

As a Claryx Partner, you may be eligible for:

• Personal onboarding and training
• Co-marketing opportunities (case studies, joint content)
• "Claryx Partner" badge for your website and marketing materials
• Early access to new features and updates
• Dedicated Partner support

Specific benefits may vary and are subject to availability and Partner performance.

3. Commission Structure

3.1 Commission Rate

Partner shall earn a commission of twenty percent (20%) of Net Revenue received from each Qualified Referral.

3.2 Commission Basis

• (a) Commissions are calculated on net transacted revenue only—meaning the actual amount paid by the customer after all applicable discounts have been applied. If Claryx runs a promotional discount (e.g., 20% CNY promotion) and the customer also uses your Partner code (10% off), your commission is calculated on the final discounted amount.
• (b) Commissions are recurring for the duration of the referred customer's active subscription, subject to the terms of this Agreement.
• (c) Add-ons, overages, one-time services, and any additional fees are excluded from commission calculations.

3.3 Commission Summary

4. Payment Terms

4.1 Qualified Transactions

Partner commissions are calculated on qualified and approved transactions only. A transaction is considered qualified once it has been:

• Successfully completed using Partner's Promotion Code
• Vetted and verified by Claryx
• Remained free from refunds, chargebacks, cancellations, or disputes for the sixty (60) day Validation Period

4.2 Payment Schedule

Payments are made on a monthly basis, typically within the first ten (10) business days of each month, for commissions that completed their Validation Period during the previous calendar month.

4.3 Minimum Payout Threshold

Payments are issued once the Partner's approved balance reaches the minimum payout threshold of Fifty United States Dollars (USD $50.00). Balances below this threshold will accumulate and carry forward until the threshold is met.

4.4 Payment Method and Currency

• (a) All commissions are calculated and paid in United States Dollars (USD).
• (b) Payments are made via bank transfer to the account designated by Partner.
• (c) Any bank fees, currency conversion fees, or intermediary bank charges incurred during transfer are the sole responsibility of the Partner.
• (d) Claryx reserves the right to modify payment methods with thirty (30) days written notice to Partner.

4.5 Refunds, Chargebacks, and Commission Adjustments

• (a) If a referred transaction is refunded, reversed, disputed, or found to be in violation of program policies at any time, the related commission will be voided or deducted from future payouts, even if previously approved.
• (b) If adjustments result in a negative balance, the amount will be deducted from future commission payments.
• (c) Consumer Protection Note: If a customer requests a refund or compensation due to a product defect, fault, or misrepresentation of product features, this is the responsibility of Claryx and will not result in commission clawback from Partner, provided Partner's promotional activities were not the source of the misrepresentation.

4.6 Cancelled and Reinstated Accounts

Upon cancellation of a referred customer's subscription, all Partner commission entitlements in respect of that subscription will terminate. Any subsequent re-subscription by the customer will be treated as a new customer acquisition, and no commission shall roll over from the prior subscription. If a Partner's Promotion Code is used at re-registration, the referral will constitute a new Qualified Referral and be subject to a new Validation Period and all applicable terms.

5. Attribution and Tracking

5.1 Attribution Method

Attribution is based solely on Promotion Code usage at checkout. The Partner whose Promotion Code is applied at the time of purchase receives credit for the referral.

5.2 Reporting

Claryx will provide Partner with monthly reports detailing: (i) number of referred customers; (ii) subscription status of referred customers; (iii) commissions earned; and (iv) commissions paid. Partner may request additional detail by contacting Claryx directly.

6. Partner Obligations and Conduct

6.1 Required Disclosures

Partner must comply with all applicable laws and regulations regarding referral marketing, including but not limited to:

• (a) Clear and conspicuous disclosure of the Partner relationship in all promotional content where required by law.
• (b) Appropriate disclosure language such as "#ad," "#partner," "#sponsored," or "I earn a commission from purchases made through this link" in any content promoting Claryx.
• (c) Any other applicable consumer protection, advertising standards, or disclosure requirements in Partner's jurisdiction.

6.2 Permitted Marketing Practices

Partner may promote Claryx through:

• Personal or business websites and blogs
• Social media accounts (LinkedIn, Twitter/X, Facebook, Instagram, TikTok, YouTube)
• Email newsletters (to subscribers who have opted in to receive promotional content)
• Podcasts and webinars
• Paid advertising (excluding brand keyword bidding)
• Direct one-to-one recommendations to clients and contacts

6.3 Prohibited Conduct

Partner shall NOT:

• (a) Bid on Claryx brand keywords (including "Claryx," "Claryx.ai," or variations thereof) in any pay-per-click advertising platform.
• (b) Engage in spam, including unsolicited bulk email, SMS, social media messages, or any form of unwanted promotional communication.
• (c) Make false, misleading, or unsubstantiated claims about Claryx, its Services, pricing, features, or results customers may achieve.
• (d) Submit or distribute the Promotion Code to coupon, deal, or discount aggregator websites (including but not limited to RetailMeNot, Honey, CouponCabin, or similar services).
• (e) Create fake reviews, testimonials, or endorsements.
• (f) Impersonate Claryx or represent themselves as employees, officers, or official representatives of Claryx.
• (g) Conceal their Partner relationship where disclosure is required by law.
• (h) Engage in any activity that violates applicable laws or could damage Claryx's reputation, brand, or business relationships.

6.4 Consequences of Violations

Any violation of Section 6.3 constitutes a material breach of this Agreement and may result in:

• Immediate suspension or termination of Partner's participation in the program
• Forfeiture of unpaid commissions
• Any other remedies available to the Company under applicable law

7. Intellectual Property and Brand Usage

7.1 Limited License

Claryx grants Partner a non-exclusive, non-transferable, revocable license to use Claryx's name, logo, and approved marketing materials solely for the purpose of promoting the Services under this Agreement.

7.2 Approved Materials

Partner may use:

• (a) Claryx logo in approved formats (PNG, SVG) as provided by Claryx
• (b) Approved product screenshots provided in Partner resources
• (c) Pre-approved descriptions and messaging from Partner guidelines
• (d) "Claryx Partner" badge on Partner's website and marketing materials, subject to Claryx's brand guidelines

7.3 Restrictions

Partner shall NOT:

• (a) Modify, alter, or create derivative works from Claryx's logos or trademarks
• (b) Use Claryx branding in a manner that suggests endorsement, partnership, or employment relationship beyond the Partner relationship
• (c) Register domain names containing "Claryx" or confusingly similar variations
• (d) Use Claryx branding in any context that could be considered offensive, misleading, or damaging to Claryx's reputation

7.4 Ownership

All intellectual property rights in and to Claryx's name, logo, trademarks, Services, and materials remain the exclusive property of Claryx. This Agreement does not transfer any ownership rights to Partner.

8. Tax Compliance

8.1 Tax Responsibility

Partner is solely responsible for all taxes, duties, and other governmental charges arising from commissions received under this Agreement in their jurisdiction of residence. Claryx does not withhold taxes from commission payments unless required by Singapore law.

8.2 Documentation

Partner agrees to provide accurate payment and identification information, and any additional documentation reasonably requested by Claryx for compliance with applicable tax or regulatory requirements.

8.3 Invoicing

Claryx will provide Partner with payment confirmations or statements for each commission payment made. Partner is responsible for issuing invoices to Claryx if required by their local tax regulations.

9. Data Protection and Privacy

9.1 Data Handling

Partner acknowledges that Claryx will collect and process certain personal data about Partner (including name, email address, payment information) for the purpose of administering this Agreement. Claryx's processing of such data is governed by Claryx's Privacy Policy.

9.2 Customer Data

Partner will not receive personal data about referred customers beyond aggregate reporting. Partner agrees not to request, collect, or attempt to access personal data of Claryx customers through unauthorized means.

9.3 Compliance

Partner agrees to comply with all applicable data protection laws in connection with any promotional activities, including but not limited to the Singapore Personal Data Protection Act (PDPA), European General Data Protection Regulation (GDPR), and U.S. state privacy laws as applicable.

10. Termination

10.1 Termination for Convenience

Either Party may terminate this Agreement at any time, for any reason or no reason, by providing thirty (30) days written notice to the other Party via email.

10.2 Termination for Cause

Claryx may terminate this Agreement immediately and without notice if Partner:

• (a) Breaches any provision of Section 6 (Partner Obligations and Conduct)
• (b) Engages in fraudulent activity or misrepresentation
• (c) Engages in any activity that Claryx reasonably believes could harm its reputation or business
• (d) Fails to provide required documentation within thirty (30) days of request

10.3 Effect of Termination

Upon termination:

• (i) Partner must immediately cease all use of Claryx's name, logo, trademarks, Partner badge, and marketing materials.
• (ii) Partner's Promotion Code will be deactivated.
• (iii) All licenses granted under this Agreement will terminate.
• (iv) Claryx will pay Partner any commissions that (a) completed their Validation Period prior to termination, (b) meet the minimum payout threshold, and (c) are not subject to adjustment, within sixty (60) days of termination.
• (v) No commissions will be paid for referrals made after the effective date of termination.

10.4 Surviving Provisions

The following sections survive termination: Section 4.5 (Refunds, Chargebacks, and Commission Adjustments), Section 7.4 (Ownership), Section 8 (Tax Compliance), Section 11 (Limitation of Liability), Section 12 (Indemnification), Section 13 (Dispute Resolution), and Section 14 (General Provisions).

11. Limitation of Liability

11.1 Limitation

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CLARYX BE LIABLE TO PARTNER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATED TO THIS AGREEMENT.

11.2 Cap on Liability

CLARYX'S TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL COMMISSIONS ACTUALLY PAID TO PARTNER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11.3 No Warranties

CLARYX PROVIDES THE PARTNER PROGRAM AND RELATED MATERIALS "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

12. Indemnification

Partner agrees to indemnify, defend, and hold harmless Claryx and its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Partner's breach of any term of this Agreement
• Partner's promotional activities, including any claims of false advertising, deceptive practices, or failure to disclose the Partner relationship
• Partner's violation of any applicable law, regulation, or third-party rights
• Any content created or published by Partner in connection with promoting Claryx

13. Dispute Resolution

13.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Republic of Singapore, without regard to its conflict of laws principles.

13.2 Informal Resolution

Before initiating any formal dispute resolution process, the Parties agree to attempt to resolve any dispute informally by contacting the other Party and engaging in good faith negotiations for a period of at least thirty (30) days.

13.3 Arbitration

Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (SIAC) in accordance with the SIAC Rules in force at the time of filing. The seat of arbitration shall be Singapore. The arbitration shall be conducted in English before a single arbitrator.

14. General Provisions

14.1 Entire Agreement

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.

14.2 Amendments

Claryx may modify this Agreement from time to time by publishing an updated version on its website. Any material changes will be communicated to the Partner by email at least thirty (30) days prior to becoming effective. The "Last Updated" date at the top of this Agreement reflects the most recent revision. Continued participation in the Partner Program after the effective date of any modification constitutes acceptance of the revised terms.

In the event of a reduction to commission rates, the commission rate applicable to each existing referred customer at the time of the change will continue to apply to that customer for a period of twelve (12) months from the effective date of the rate reduction.

14.3 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

14.4 Assignment

Partner may not assign or transfer this Agreement or any rights hereunder without Claryx's prior written consent. Claryx may assign this Agreement to any successor or affiliate without consent.

14.5 Independent Contractor

Partner is an independent contractor and nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship between the Parties. Partner has no authority to bind Claryx or make commitments on Claryx's behalf.

14.6 Waiver

No failure or delay by either Party in exercising any right under this Agreement shall constitute a waiver of that right.

14.7 Notices

All notices under this Agreement shall be in writing and sent via email. Notices to Claryx shall be sent to: [email protected]. Notices to Partner shall be sent to the email address provided during registration.

14.8 Audit Rights

Claryx reserves the right to audit Partner's promotional activities and may withhold commission payments pending investigation of suspected violations of this Agreement.

15. Acceptance

By checking the box labeled "I have read and agree to the Partner Program Agreement" on the registration form and completing your registration, you acknowledge that:

• You have read and understood this Agreement in its entirety
• You agree to be legally bound by all terms and conditions contained herein
• You have the legal authority to enter into this Agreement on behalf of yourself or the entity you represent
• This electronic acceptance has the same legal effect as a handwritten signature

Your participation in the Claryx Partner Program is effective as of the date you complete registration and receive confirmation from Claryx.

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