SYNTHEX PARTNER AGREEMENT
Version: 2026-09-07-v1
Status: FINAL - OWNER APPROVED
Operator: SYNTHEX SYSTEMS LLC ("SYNTHEX")
This Agreement becomes effective for a particular Partner only when SYNTHEX has activated the Partner Program for that Partner's jurisdiction, approved the application, and the Partner has affirmatively accepted this exact Agreement version and the incorporated policy version through SYNTHEX's recorded electronic acceptance flow.
1. Agreement and incorporated policies
This Partner Agreement governs participation in the SYNTHEX Partner Program. The then-current SYNTHEX Partner Program Policies identified in the acceptance record are incorporated into this Agreement. If a policy conflicts with this Agreement, this Agreement controls unless it expressly states otherwise.
A website link, silence, browsing or merely submitting an application does not constitute acceptance. Electronic acceptance must identify the Partner, Agreement version, incorporated policy version and acceptance timestamp.
2. Eligibility and approval
Applying does not guarantee admission. No fee or purchase is required to apply or participate. A Partner must be legally capable of entering this Agreement and must provide accurate identity, contact, business, jurisdiction, tax and payment information reasonably requested by SYNTHEX.
SYNTHEX may verify identity, business status, sanctions/payment eligibility, marketing practices, conflicts, prior prospect relationships and other compliance information. SYNTHEX may reject, delay or condition approval when participation would create legal, regulatory, fraud, brand, security, payment, classification or operational risk.
Program availability is jurisdiction-dependent. SYNTHEX does not represent that the Program is available worldwide. Non-U.S. applicants and applicants in jurisdictions requiring special classification or licensing review may remain pending until the required review is completed.
3. Independent referral relationship
The Partner is an independent referral participant and not an employee, agent, legal representative, joint venturer, franchisee, broker, fiduciary or reseller of SYNTHEX. The Partner has no authority to bind SYNTHEX, sign contracts for SYNTHEX, change SYNTHEX prices or terms, make warranties on SYNTHEX's behalf, collect customer funds for SYNTHEX, or claim such authority.
The Partner has no required schedule, minimum hours, sales quota, minimum referral count or exclusive territory. The Partner decides whether to make a referral and, subject to law and these rules, controls when, where and how permitted referral activity occurs. The Partner may stop making referrals at any time and may provide services to or promote other businesses, including competitors, unless a separate lawful written restriction applies to specific confidential information.
The Partner ordinarily supplies its own devices, internet access, workspace and expenses. SYNTHEX does not provide employee benefits, wages, overtime, paid leave, workers' compensation coverage as an employer, expense reimbursement or guaranteed compensation under this Program.
The Program is not a substitute for an employment or contractor agreement. If SYNTHEX later directs ongoing sales work, account management, production, QA, support or other controlled services beyond optional referrals, the relationship must be separately evaluated, classified and documented.
4. Classification and business-status safeguards
Legal status depends on actual facts and applicable law, not merely the title "Partner." The Partner represents that information supplied about its business activity, licenses and work location is accurate and will be updated if materially changed.
Where a jurisdiction requires a business license, tax registration or similar authorization for the Partner's activity, the Partner must obtain and maintain it. A Partner may not rely on forming an entity or accepting this Agreement as proof that independent-contractor treatment is lawful.
California applicants are subject to manual classification review before activation unless SYNTHEX has documented a lawful basis for the relationship under then-current California law. Any business-to-business or professional-services pathway must be supported by the facts actually required by law.
Program commission rates are default rates. A bona fide business Partner may propose a different written commission rate before the affected referral is registered. No alternate rate applies unless SYNTHEX accepts it in writing before that referral.
5. Referral attribution
A referral is potentially eligible only when it is a genuine introduction of a prospect not already attributable to SYNTHEX under the incorporated Partner Program Policies. Unless a written campaign-specific exception applies, the attribution window is 90 days.
The first valid documented referral controls. Evidence may include an authenticated referral registration, unique Partner link or code, recorded warm introduction, prospect confirmation and SYNTHEX CRM evidence. A later cookie, code or link does not displace an earlier valid documented referral.
Existing customers, active pilots, open opportunities and prospects with meaningful documented SYNTHEX sales activity during the prior 90 days are ordinarily ineligible. A prospect dormant for more than 90 days may be approved as a reactivation only after documented manual review.
6. Commission structure
Starter Partner rate: 10% of Eligible Collected Revenue for each valid referred customer for no more than 12 months beginning with that customer's first eligible collected payment.
Performance Partner rate: 15% prospectively after the Partner has at least five concurrent Active Referred Customers and each has passed the 30-day maturation period. Qualification becomes effective on the first day of the following calendar month. Performance status lasts 12 months and may be renewed only if the then-current qualification requirement is satisfied.
A valid referral keeps the commission treatment assigned under the applicable accepted Program version. Later Program changes do not retroactively reduce commissions already earned or rewrite the original remaining referral term, except where required by law or where fraud or material breach invalidates the affected transaction.
No commission is earned for recruiting another Partner. There are no downlines, inventory purchases, participation fees or recruitment-based commissions.
7. Eligible Collected Revenue
"Eligible Collected Revenue" means cash actually received and retained by SYNTHEX for an eligible referred customer's covered service, net of refunds, credits, chargebacks, reversals, failed payments, taxes collected for remittance and amounts expressly excluded as pass-through costs under the Program Policies.
An invoice, quote, checkout session, free sample or unpaid balance does not create a commission. A paid pilot, add-on or other service creates commission only if the then-current Program Policies identify that revenue as eligible.
8. Maturation, approval and payout
Each commission remains pending for at least 30 days after the underlying eligible payment. A refund, credit or chargeback before maturation cancels or reduces the corresponding commission. A validated reversal after payout may be offset against future commissions; SYNTHEX will not debit a Partner bank account without separate lawful authorization.
Approved balances are scheduled for monthly payout, ordinarily around the 15th day or next business day, subject to a $50 USD minimum. Smaller valid balances carry forward. A valid final balance below the minimum remains payable after termination and final reconciliation.
Payout requires completed identity/tax/payment onboarding, any required MFA, an approved payout destination, an eligible jurisdiction and no active fraud, sanctions, security, tax or compliance hold. A payout-destination change may require reauthentication, notice and a security hold of at least 72 hours.
9. Taxes, sanctions and anti-corruption
The Partner is responsible for its own taxes, registrations, licenses and reporting obligations except amounts SYNTHEX is legally required to withhold or report. U.S. payees must provide a valid Form W-9 when applicable. Foreign individuals/entities must provide the applicable Form W-8 or other requested documentation when applicable.
SYNTHEX may perform sanctions, identity, KYC/KYB, beneficial-owner and payment-provider checks before approval or payout and may repeat them when risk changes. A Partner must not participate if prohibited by applicable sanctions law or use a payout destination belonging to a blocked or unauthorized person.
The Partner must not directly or indirectly offer, promise, authorize, request or provide a bribe, kickback, improper payment, hidden gift or anything of value to obtain or retain business or secure an improper advantage. Referrals involving a public official, state-owned entity, government procurement contact or a relationship creating a corruption risk require disclosure and written SYNTHEX approval before commission eligibility is determined.
10. Marketing, endorsements and communications
Whenever a compensated relationship could affect how an audience evaluates a recommendation, the Partner must clearly and conspicuously disclose the financial relationship close to the recommendation and in language understandable to the intended audience.
The Partner may use only current approved descriptions, prices, offers, trademarks, proof assets, case studies and creative materials. The Partner must not promise or imply guaranteed virality, views, leads, appointments, sales, revenue, ROI, platform approval or other results not expressly substantiated and approved by SYNTHEX.
Permitted default channels are genuine one-to-one introductions, the Partner's own organic content, owned newsletter/community and events, subject to applicable law and Program Policies.
Unless separately authorized in writing with channel-specific compliance controls, the Partner may not use purchased or scraped contact lists, bulk cold email, robocalls, robotexts, automated direct messages, spam, paid-search bidding on SYNTHEX trademarks, confusing domains/handles, coupon sites or sub-affiliate networks.
Any authorized commercial email must comply with applicable requirements concerning sender identity, subject lines, advertising identification where required, physical address, opt-out and suppression. Any authorized calls/texts must comply with applicable consent, do-not-call and revocation rules.
The Partner must promptly correct or remove noncompliant promotional material when requested by SYNTHEX.
11. Reviews, testimonials and synthetic media
The Partner may not create, buy, sell, procure or disseminate a fake or false customer review or testimonial, including a purported review by a nonexistent person or a person who did not have the represented experience.
The Partner may not condition compensation or another incentive on a consumer review expressing a particular positive or negative sentiment. Insider, employee, family or other material relationships must be disclosed when applicable. Synthetic media may not impersonate a real customer, employee or other person or fabricate an experience with SYNTHEX.
12. Prospect data and privacy
The preferred referral method is a Partner-specific link or code so the prospect provides information directly to SYNTHEX. If the Partner submits a prospect's personal information, the Partner represents that the prospect authorized the introduction and the sharing of that information for the stated referral purpose.
The Partner must collect and disclose only information reasonably necessary for the referral, protect it using reasonable safeguards and not submit sensitive data unless SYNTHEX specifically requests it through an approved secure process. Ordinary referral forms must not be used for passwords, payment-card data, health information, government IDs or other unnecessary sensitive information.
Partner access to customer information is limited to the minimum status and economic information reasonably necessary to operate the Program. Customer videos, campaigns, payment-card data, support tickets and internal notes are not Partner data unless separately authorized.
13. Brand and intellectual property
SYNTHEX grants an approved Partner a limited, revocable, non-exclusive, non-transferable license during active participation to use current approved SYNTHEX marks and materials solely for permitted referrals. No ownership transfers.
The Partner may not alter SYNTHEX marks in a misleading manner, register confusing domains or social identities, or imply sponsorship, certification, exclusivity, employment or authority not granted in writing.
14. Confidentiality and security
Each party must protect non-public business, technical, pricing, customer, security and Program information received from the other using at least reasonable care. Confidentiality does not cover information lawfully known without restriction, independently developed, publicly available without breach or lawfully received from another source.
The Partner must promptly report suspected compromise of its account, credentials, referral data or SYNTHEX confidential information. MFA may be mandatory for sensitive functions. SYNTHEX may temporarily restrict account access or payouts while investigating a credible security event.
15. Records, monitoring and audit cooperation
SYNTHEX may maintain records of agreement acceptance, policy versions, referrals, attribution decisions, Partner Essentials or enhanced training, disclosures, compliance notices, commission calculations, reversals, payout actions and security events. The Partner must reasonably cooperate with compliance inquiries and preserve records reasonably needed to verify disputed referrals or marketing conduct.
SYNTHEX may reasonably monitor public Partner promotions for compliance. Monitoring does not create an employment or agency relationship and does not relieve the Partner of its own legal obligations.
16. Fraud, conflicts and prohibited conduct
Self-referrals, collusive referrals, fabricated prospects, duplicate manipulation, cookie stuffing, attribution hijacking, falsified identity/tax information, unauthorized collection of customer funds and attempts to conceal refunds or chargebacks are prohibited.
A Partner referring its own employer, client, controlled entity, public official, government procurement contact or another relationship presenting a material conflict must disclose the conflict before claiming commission. SYNTHEX may request written authorization from the affected organization and may decline the referral.
17. Suspension and termination
SYNTHEX may immediately place reasonable holds on referrals, access, approvals or payouts while investigating suspected fraud, sanctions issues, security compromise, material legal/compliance risk or material breach. Enforcement decisions should be supported by an internal audit trail and a reasonable review path when appropriate.
Either party may end participation prospectively by written or recorded electronic notice. If SYNTHEX terminates without cause, or the Partner leaves without material breach, previously valid referrals continue under their original commission window. Fraud or material breach may invalidate only commissions reasonably connected to the misconduct, subject to applicable law and documented review.
On termination, the Partner must stop representing itself as an active SYNTHEX Partner and stop using Partner-only assets or credentials. Accrued payment duties, confidentiality, intellectual-property protections, indemnity, liability limitations, dispute provisions, tax obligations, records duties and provisions intended by their nature to survive remain effective.
18. Partner indemnification
To the maximum extent permitted by law, the Partner will defend, indemnify and hold harmless SYNTHEX, its affiliates and their officers, directors, employees and agents from third-party claims, losses, liabilities, penalties, damages and reasonable legal costs arising from the Partner's breach; unauthorized or deceptive marketing; advertising/privacy/communications/IP violations attributable to the Partner; data or consent unlawfully supplied by the Partner; bribery, fraud, willful misconduct or gross negligence; or acts of the Partner's personnel or subcontractors.
SYNTHEX will provide reasonably prompt notice of a covered claim when practical. The Partner may control the defense with counsel reasonably acceptable to SYNTHEX, but SYNTHEX may participate with its own counsel. The Partner may not settle a claim in a manner that admits wrongdoing by SYNTHEX, imposes non-monetary duties on SYNTHEX, restricts SYNTHEX's business or requires payment by SYNTHEX without prior written consent.
19. Disclaimers
To the maximum extent permitted by law, the Partner Program, portal, referral tracking, materials and related tools are provided "as is" and "as available." SYNTHEX does not warrant uninterrupted operation, perfect attribution technology, a particular volume of referrals, customer conversion, commissions, income or continued availability of the Program.
Nothing in this Agreement guarantees minimum compensation, a sales opportunity, territory, exclusivity, employment, a particular tax result or any future Program term.
20. Limitation of liability
To the maximum extent permitted by law, neither party is liable to the other for indirect, incidental, special, exemplary, punitive or consequential damages, or lost profits, arising from the Partner Program, even if advised that such damages were possible.
Except for the carve-outs below, SYNTHEX's aggregate direct liability arising from the Partner Program will not exceed the greater of (a) commissions paid or payable to the Partner during the 12 months immediately preceding the event giving rise to the claim or (b) USD $1,000.
Except for the carve-outs below, the Partner's aggregate direct liability to SYNTHEX arising from the Partner Program will not exceed the greater of (a) commissions paid or payable to the Partner during the same 12-month period or (b) USD $1,000.
The exclusions and caps in this Section do not limit: amounts lawfully owed as earned commissions; indemnification obligations; fraud; willful misconduct; gross negligence; bribery or corruption; knowing sanctions violations; unauthorized collection of customer money; misuse of personal data; breach of confidentiality; infringement or misuse of intellectual property; unlawful marketing/communications conduct attributable to the responsible party; or liability that applicable law does not permit the parties to exclude or limit.
21. Disputes and governing law
Before filing a non-emergency claim, the parties will attempt good-faith informal resolution for at least 30 days after written notice reasonably describing the dispute and requested relief.
Except to the extent mandatory law requires otherwise, this Agreement is governed by the laws of the State of Wyoming, without regard to conflict-of-law rules. Subject to mandatory venue rights, the parties consent to exclusive jurisdiction in state or federal courts located in Wyoming that have subject-matter jurisdiction over the dispute.
Nothing prevents either party from seeking appropriate emergency or injunctive relief to protect confidential information, personal data, intellectual property or security, or to prevent imminent unlawful conduct. An eligible party may use small-claims court where permitted.
This Agreement does not require arbitration, does not create a contractual class-action waiver, does not shorten an otherwise applicable statutory limitations period and does not automatically shift attorneys' fees. A court may award fees or costs when a statute, rule or other applicable law authorizes them.
22. Changes and versioning
SYNTHEX may change the Program prospectively. Material changes affecting commission economics, attribution, material marketing duties, dispute terms or other material rights require reasonable notice and, when legally or contractually appropriate, affirmative re-acceptance before the Partner continues under the changed terms.
Changes do not retroactively reduce valid commissions already earned or rewrite the original remaining term of an accepted referral except as required by law or for fraud/material breach tied to the affected payment.
The electronic acceptance record must identify the exact Agreement and incorporated Policy versions accepted by the Partner.
23. General terms
This Agreement and the incorporated Program Policies are the entire agreement concerning the Partner Program and supersede prior Partner-program discussions or representations. A separate written instrument signed or electronically accepted by authorized parties may modify a specific provision for a specific Partner or campaign.
The Partner may not assign this Agreement or transfer a Partner account without SYNTHEX's prior written consent. SYNTHEX may assign this Agreement in connection with a merger, reorganization, sale of substantially all relevant assets or transfer to an affiliate that assumes the obligations.
Neither party is responsible for delay caused by events beyond its reasonable control, except that force majeure does not excuse amounts already due, data/security duties that can reasonably still be performed, or compliance with applicable law.
Notices may be delivered through the Partner portal, to the email address of record, or by another method expressly designated by SYNTHEX. The Partner is responsible for keeping contact information current. Legal notices to SYNTHEX may be sent to admin@synthexsystemshub.com unless a later published legal-notice address applies.
No waiver is effective unless made by an authorized party in writing or through an approved recorded workflow. If a provision is unenforceable, it will be enforced to the maximum lawful extent and the remainder will continue. Headings are for convenience only. No third party receives rights under this Agreement solely by virtue of it.
The parties agree to conduct this transaction electronically. Electronic records, checkbox acceptance, authenticated acceptance actions and electronic signatures may be used to form and evidence this Agreement to the extent permitted by applicable law. SYNTHEX will maintain a versioned acceptance record.
SYNTHEX may provide translations for convenience. Unless mandatory law requires otherwise, the English-language version controls if a translation conflicts with it. This rule does not excuse misleading or materially incomplete translations presented to a Partner.
24. Program activation and continuing eligibility
A Partner may not earn commissions until SYNTHEX has approved the application and activated the Partner account. For standard referral-only participation, activation requires the current Agreement/Policies acceptance, completion of the current inline Partner Essentials, and any applicable jurisdiction, classification or material-conflict review. Tax/KYC, sanctions/payment eligibility, verified payout destination and payout-security/MFA controls are required before a Partner is marked payout-ready or a commission is paid; they need not create unnecessary friction at the initial application stage.
Continuing participation is conditioned on remaining eligible under applicable law and the Program Policies. SYNTHEX may pause new referrals or payouts when a required tax form expires, a sanctions/payment issue arises, a material classification fact changes or a compliance review is reasonably necessary.
This Agreement does not state or imply that licensed counsel has approved SYNTHEX's Partner Program. SYNTHEX may obtain legal review later and may issue a new version if appropriate; historical acceptance and earned-commission records remain versioned.
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Owner self-help review basis: PARTNER_LEGAL_SELF_HELP_REVIEW_2026_09_04.md