Partner Agreement

This Partner Agreement (the “Agreement”) is entered into as of the date you sign below (the “Effective Date”), by and between AutomateWithUs, Inc. dba DuetPay, a corporation with its principal place of business at 2820 Via Verde, Springfield, IL 62703 (“Company” or “DuetPay”), and the partner identified at signing (“Partner”).

WHEREAS, DuetPay is a Square developer that has developed the DuetPay Service, a compliant dual pricing application that integrates with Square via OAuth;

WHEREAS, Partner desires to promote the DuetPay Service as an Independent Contractor and refer merchants and other partners in exchange for revenue share;

• “DuetPay Revenue” means all fees and other revenue actually collected by DuetPay from Merchants for their use of the DuetPay Service.
• “Net Revenue” means DuetPay Revenue after deduction of chargebacks, refunds, third-party processing fees (including Square), and applicable taxes.
• “Independent Contractor” means the Partner, who performs services under this Agreement solely as an independent contractor.
• “Service” means the DuetPay application, dashboard, website (DuetPay.io), and related tools.
• “Direct Merchants” means merchants referred directly by Partner and properly attributed.
• “Square Program Revenue” means all amounts actually received by Company from Square under Company’s program arrangement with Square that Square’s reporting attributes to a specific merchant, including processing revenue and any other revenue Square pays Company for that merchant’s use of Square products. It is measured after any amounts Square deducts or withholds for that merchant and before Company’s own costs. It excludes bonuses, incentives, or other payments Square makes to Company that are not tied to a specific merchant.
• “Square Attributed Merchant” means a merchant that (i) is attributed to Partner or to Partner’s directly referred sub-partner under this Agreement, (ii) opened a new Square account through the Square sign-up link Company provides for this program, (iii) Company can match to the merchant account in Square’s reporting, and (iv) Square credits to Company. An existing Square seller’s current account is not a Square Attributed Merchant. Square does not track partners; Company’s records determine the allocation of Square Program Revenue among partners.
• “Qualifying Volume” means the aggregate monthly card processing volume of Partner’s Direct Merchants plus volume from directly referred sub-partners (one layer deep only).
• “KYC/AML Requirements” means all know-your-customer and anti-money laundering obligations, including valid EIN/Tax ID, accurate physical address, and beneficial ownership information.

DuetPay appoints Partner as an Independent Contractor with a non-exclusive, revocable right to market and refer the Service.

If Partner is not a Square reseller, all merchant referrals shall be directed to the Square reseller chosen by DuetPay in its sole discretion.

DuetPay will pay Partner commissions at the following rates. Paragraphs (a), (b) and (c) are percentages of Net Revenue; paragraph (d) is a percentage of Square Program Revenue:

a. On Direct Merchants:

• 40% of Net Revenue, at any monthly Qualifying Volume

b. On Sub-Partner Volume: Fixed 10% override, paid to Partner in addition to the sub-partner’s own commission, for sub-partners referred directly by Partner (one layer deep only).

c. On Partner’s own merchant account: When Partner opens a merchant account for Partner’s own business, Partner earns 10% of Net Revenue from that account.

d. On Square Program Revenue: 40% of Square Program Revenue from Partner’s own Square Attributed Merchants; 10% of Square Program Revenue from a Square Attributed Merchant that is Partner’s own merchant account; and a fixed 10% override on Square Program Revenue from the Square Attributed Merchants of sub-partners referred directly by Partner (one layer deep only), paid in addition to the sub-partner’s own commission.

Revenue share is calculated only on DuetPay’s own platform fees and on Square Program Revenue. It is not calculated on the processing fees Square charges merchants, on the amounts merchants charge their customers, or on payments made by cash, check, or other offline methods. Revenue share does not accrue on fees or Square Program Revenue that are refunded, reversed, charged back, clawed back by Square, or never received by Company.

Commissions vest monthly. Partner earns ongoing commissions for as long as DuetPay receives revenue on the referred volume. Payment is made through Stripe Connect Express. Partner must complete Stripe’s onboarding, including identity verification, before payouts can be sent. Revenue DuetPay receives in a month is paid by the 28th of the following month, or the preceding business day when that date falls on a weekend or holiday, with a $50 minimum — earnings below $50 accrue and are paid once the accrued balance reaches $50. Company may withhold commissions for KYC/AML non-compliance.

Square Program Revenue is treated as received in the month in which Company has received both Square’s payment and Square’s supporting report for it, and is paid on the same cycle as other revenue received in that month. Partner earns on Square Program Revenue received in months beginning on or after the date Partner accepts this version of the Agreement.

Partner shall comply with KYC/AML Requirements within 30 days and on an ongoing basis, promote the Service accurately, and cooperate with Company’s chosen reseller.

Month-to-month with 30 days’ written notice.

Notice and Cure: Breaching party has 15 business days to cure after written notice (except for fraud, security, or legal risk).

Survival: Key provisions (including Indemnification) survive for five (5) years.

All rights in the Service belong exclusively to Company.

Partner shall maintain confidentiality and shall not reverse engineer the Service during the Term and for five (5) years thereafter.

Non-Solicitation (5 years post-termination). Violation causes immediate forfeiture of all vested and accrued commissions.

Each Party represents and warrants full authority, understanding of the Agreement, adequate review time, and voluntary execution.

Partner is an Independent Contractor. No partnership, joint venture, employment, or agency relationship is created.

Partner shall indemnify, defend, and hold harmless Company, its officers, directors, employees, affiliates, and successors 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 this Agreement (including non-solicitation, confidentiality, or KYC/AML obligations);
• Partner's promotion, marketing, or referral activities, including any misleading statements or unauthorized representations about the Service, Square, pricing, or dual pricing legality;
• Any violation of applicable laws, regulations, or third-party rights by Partner;
• Any claim by a referred Merchant or third party related to Partner's actions or omissions;
• Any tax, employment, or independent contractor misclassification claim related to Partner.

Company shall have the right to control the defense of any indemnified claim and Partner shall cooperate fully. This indemnification obligation survives termination of the Agreement.

Partner shall fully comply with all KYC/AML Requirements. Failure to do so may result in immediate withholding of commissions at Company’s sole discretion.

In no event shall either Party’s liability exceed the total commissions paid in the prior twelve (12) months. No consequential or punitive damages.

Governed by Illinois law. Exclusive venue in Sangamon County, Illinois.

By signing electronically, Partner agrees to this Agreement. AutomateWithUs, Inc. dba DuetPay is represented by Matthew Hamann, Secretary. Partner’s name and the date of signature are captured at the time of electronic signature.