This Referral Partner Agreement (this "Agreement") is between Trybe Strategies Inc., a Canadian corporation having offices in Ontario ("Trybe") and the person or entity named in the acceptance form below ("Partner"). Where Partner has named an entity, the individual accepting confirms they are authorised to bind it, and where that entity does not validly exist, the individual is bound personally as Partner. Trybe and Partner are each a "Party" and together the "Parties." This Agreement takes effect on the date Partner accepts it as recorded by Trybe's system (the "Effective Date").
1. What this Agreement is
Partner introduces prospective clients to Trybe for the services listed in Schedule A, and Trybe pays Partner a commission on the fees it actually collects from those clients, at the rates in Schedule A. This arrangement is non-exclusive for both Parties. Partner may work with anyone else, and Trybe may take clients from any source.
2. Registering a referral
A referral counts only when it is registered. Partner registers a referral through Trybe's referral registration page, or by email to sheldon@trybeinc.com, before making the introduction. A registration is confirmed only when Trybe sends written confirmation, within five (5) business days. A confirmed registration is valid for six (6) months from confirmation, and is not renewed by re-submitting it.
Trybe will decline a registration where the prospect is already a Trybe client, is already in Trybe's pipeline, or is already registered to another partner, and will say so. Where two partners register the same prospect, the first confirmed registration wins.
Trybe decides in its sole discretion whether to pursue any referral, what to offer, and on what terms. No commission is owed on a referral that does not become a paying client.
3. Commission
Trybe pays Partner the Schedule A percentage of the fees Trybe actually collects from a registered referral who signs with Trybe during the registration's validity period, for the first twelve (12) months of that client's engagement, measured from the client's first payment.
Payment is made within thirty (30) days after the end of the calendar month in which Trybe collects the underlying fees. Amounts refunded or charged back are deducted from the commission or from future payments. Commission is calculated on fees net of sales taxes.
No commission is payable on: fees for grant writing, funding application or government filing services, which professional ethics codes do not permit to be percentage compensated; introductions to investors or sources of capital, which are outside this Agreement entirely; Skool community subscriptions, which run through Skool's own affiliate programme; and anything Trybe collects on behalf of a third party.
4. How Partner may promote Trybe
Partner will describe Trybe's services truthfully and will not make any claim about results, income, funding, hiring or promotion outcomes. Partner will clearly disclose, wherever it promotes Trybe, that it may earn a commission on referrals. Partner will comply with all laws that apply to its promotion, including Canada's Anti-Spam Legislation for any electronic messages it sends and the United States FTC endorsement rules where they apply. Partner will not send unsolicited bulk messages, will not bid on Trybe's names or brands as search advertising keywords, and will not present itself as Trybe or as having authority to act for Trybe. Partner has no authority to negotiate, contract or make commitments on Trybe's behalf.
Each Party may display the other's approved logo on its public website with reference to this partnership, and will not otherwise use the other's name or brand in promotional materials without prior written approval.
5. Confidentiality
Each Party shall keep confidential the non-public business information of the other Party received under this Agreement, including client identities and commercial terms, shall use it only to perform this Agreement, and shall return or delete it on written request. These obligations survive until the information becomes publicly known through no fault of the receiving Party.
6. Relationship
The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency or employment relationship. Partner is responsible for its own taxes on commissions received, and Trybe will report payments where the law requires it to.
7. Payment details and tax information
Partner provides its payment details and any required tax information through the secure method Trybe specifies, and not by ordinary email. Trybe cannot make a payment until it has them.
8. Term and termination
This Agreement runs from the Effective Date until either Party ends it on thirty (30) days' written notice, which email satisfies. On termination: commissions continue to be paid, for the remainder of their twelve (12) month windows, on confirmed referrals who signed with Trybe before the termination date; and registrations that have not become signed clients by the termination date lapse.
9. Liability
Neither Party is liable to the other for indirect, incidental, consequential or similar damages. Each Party's total liability to the other under this Agreement is capped at the commissions paid and payable in the twelve (12) months before the claim arose. Nothing in this Section limits liability for a breach of Section 5 or for fraud.
10. Governing law
This Agreement is governed by the laws of the Province of Ontario, and the Parties agree to the non-exclusive jurisdiction of the courts of the Province of Ontario in relation to this Agreement.
11. General
This Agreement is the entire agreement between the Parties on its subject and supersedes prior understandings on that subject. It may be amended only in a writing agreed by both Parties. Neither Party may assign it without the other's written consent, except to a successor in a bona fide merger or sale of substantially all assets, on written notice. Acceptance recorded electronically through Trybe's system, including the date, time, the version of this text and its hash, is valid execution and binding as an original.
SCHEDULE A. SERVICES AND COMMISSION RATES
Trybe Accelerator programme: 20 percent of fees collected in the client's first 12 months.
High ticket advisory engagements: 10 percent of fees collected in the client's first 12 months.
Skool community products: not under this Agreement; Skool's own affiliate programme and link apply.
Grant writing, funding application or government filing services: no commission; professional ethics codes do not permit it.
