Partner Program Terms

1. Purpose of the program

The FileFolders Partner Program allows approved bookkeepers, accountants, business consultants and other trusted advisors to introduce businesses to FileFolders, a shared accounting-document workflow designed for use alongside QuickBooks Online.

The program rewards approved introductions that result in genuine paying FileFolders customer subscriptions. It is not intended to compensate recruitment or the mere sign-up of other partners.

2. Eligibility and approval

• Participation is by application and written approval only.
• An individual partner must be legally able to enter a contract in their applicable province or territory. A business partner must have authority to enter the agreement.
• There is no fee to apply or participate, no required FileFolders subscription, and no required purchase of training, advertising, leads, starter materials or other products.
• FileFolders may accept or decline an applicant based on business fit, compliance concerns, conflicts, geographic availability or program capacity.
• Each approved partner may have no more than one approved sponsor relationship, as recorded by FileFolders.

3. Key definitions

Eligible Net Subscription Revenue means FileFolders subscription payments actually received and retained for a referred customer account, excluding sales taxes, discounts, credits, refunds, chargebacks, unpaid amounts and fees for unrelated professional or bookkeeping services.

Referred Customer means a customer whose introduction has been documented through a FileFolders-approved referral process and accepted by FileFolders for commission attribution.

Selling Partner means the approved partner credited with directly introducing a Referred Customer.

Sponsor means the one approved upstream partner, if any, who introduced the Selling Partner to the Partner Program and whose relationship has been recorded by FileFolders before commission entitlement arises.

Good Standing means a partner who remains approved, has materially complied with these terms and any signed agreement, and is not suspended or under termination for cause.

4. Referral attribution and trials

• A referral must be recorded through the process designated by FileFolders before or during setup of the referred customer's trial or paid subscription.
• FileFolders will determine attribution based on its records, including the first valid documented referral and any prior existing business relationship or active sales discussion.
• A no-obligation 30-day trial may be offered to a qualifying business and its bookkeeper.
• A trial account earns no commission unless and until it converts to a paying FileFolders subscription and eligible payment is received and retained.
• A referral cannot be sold, assigned or transferred by a partner without FileFolders' prior written approval.

5. Commission structure

Direct referral without a sponsor override

A Selling Partner who is not subject to an approved Sponsor override earns 30% of Eligible Net Subscription Revenue from their Referred Customer while that subscription remains eligible and the partner remains entitled under these terms.

Duration of active-partner recurring commissions

For a partner who remains active and in Good Standing, the applicable commission share continues without a fixed time limit for as long as the attributed Referred Customer continues to generate Eligible Net Subscription Revenue. The 12-month tail described in section 7 applies only after qualifying retirement, withdrawal or termination without cause.

Sale by a sponsored partner

When a Selling Partner has an approved Sponsor relationship, commission on that Selling Partner's Referred Customer is allocated as follows:

• 21% of Eligible Net Subscription Revenue to the Selling Partner; and
• 9% of Eligible Net Subscription Revenue to the one approved Sponsor.

FileFolders pays each eligible party directly. No Sponsor is paid merely because another partner signs up, and there is no commission level beyond the one approved Sponsor override. Total partner compensation on any Eligible Net Subscription Revenue will not exceed 30%.

6. Payouts, reversals and tax responsibility

• Eligible commissions will be calculated monthly and paid after a 30-day payment-clearing period.
• Commissions under $50 may be carried forward until the accrued payable balance reaches $50 or the relationship ends.
• Amounts refunded, credited, charged back, not collected or otherwise reversed do not qualify for commission and may be deducted from future payouts where already paid.
• Commissions are calculated exclusive of any applicable GST/HST.
• A Partner who is registered for GST/HST must provide a valid GST/HST registration number and invoice FileFolders for the applicable GST/HST on commissions earned. The Partner is responsible for reporting and remitting any GST/HST collected.
• Partners are independent businesses or service providers and remain responsible for their own income-tax and other applicable tax obligations.
• Partners must provide reasonable payment and tax-information documentation requested by FileFolders. FileFolders may issue information slips or maintain reporting records as required by law.

7. Retirement, withdrawal and termination

Active partner commissions

The 12-month period in this section is not a limit on commissions for an active partner. A partner who remains active and in Good Standing continues receiving their applicable commission share without a fixed end date while eligible referred subscriptions continue to generate Eligible Net Subscription Revenue.

Voluntary retirement in good standing

A partner who has participated for at least 12 months in Good Standing and then gives written notice of retirement will remain eligible for their applicable commission share on existing eligible Referred Customers for up to 12 months after retirement, provided the related customer subscriptions continue to generate Eligible Net Subscription Revenue.

Termination without cause

If FileFolders terminates a partner without cause, that partner will receive the same 12-month trailing treatment on existing eligible Referred Customers as a qualifying retirement in Good Standing.

Termination for cause

FileFolders may suspend or terminate a partner for cause, including fraud, misleading claims, unlawful or unsolicited marketing, spam, misuse of customer information, misrepresentation of the FileFolders relationship, violation of applicable law or material breach of these terms. Upon termination for cause, the partner remains eligible only for commission earned on eligible revenue received before the effective termination date, less applicable reversals, and loses future trailing-commission entitlement.

Sponsor overrides during a tail period

Where a retiring or terminated-without-cause Selling Partner had an approved Sponsor, the applicable 21% Selling Partner share and 9% Sponsor override may continue on that existing eligible customer revenue during the qualifying tail period. A Sponsor does not automatically receive the Selling Partner's share after the tail period ends.

8. Marketing conduct and compensation claims

• Partners must market FileFolders honestly, professionally and in compliance with applicable law.
• Partners must not state or imply that income is guaranteed, typical, passive, easy to earn or unlimited.
• Partners may use compensation information only with the approved FileFolders disclosure presented fairly and prominently with the claim.
• Partners must not send unlawful unsolicited commercial electronic messages or use spam, misleading social-media posts or deceptive advertising.
• Partners may describe themselves as independent FileFolders referral or marketing partners, but not as employees, agents, franchisees or representatives authorized to bind FileFolders.
• Partners must not claim that QuickBooks Online, Intuit or any other third party endorses, sponsors or approves FileFolders or the Partner Program unless expressly authorized in writing.
• Partners must protect any non-public customer or prospect information and use it only for approved referral purposes.

9. Program changes and legal terms

• FileFolders may update administrative processes, eligible products or terms prospectively on notice to approved partners. The commission percentage applicable to an existing properly attributed Referred Customer will not be reduced while that customer remains eligible and paying, unless a change is required by law or agreed to in writing by the affected partner. Subscription pricing may change prospectively for customers in accordance with applicable customer terms.
• The partner relationship is independent-contractor based. Nothing in these terms creates employment, agency, partnership, franchise or joint venture status.
• The contracting operator under these terms is Randy Sekura, operating FileFolders as a sole proprietor in Hanna, Alberta. These terms and any accepted Partner Agreement are governed by the laws of Alberta and applicable federal laws of Canada, unless an accepted written agreement states otherwise.
• If any term is held unenforceable, the remaining terms will continue to apply to the extent permitted by law.
• FileFolders may require additional written acceptance, identity/business verification, tax information or compliance confirmations before approving a partner or making payments.