1Definitions

Offerings

The Clairos Mastery subscription and the Clairos Executive engagement, including any tiers, add-ons, or successor offerings Clairos designates as eligible under the Program.

Client

An organization that purchases an Offering from Clairos.

Prospect

A potential Client that you identify and submit to Clairos through Deal Registration.

Registered Deal

A Prospect that you have validly submitted and that Clairos has accepted under Section 4.

Active Client

A Client with a current, paid subscription or engagement that is not in cancellation, non-payment, or refund status.

Net Subscription Fees

Amounts actually received and retained by Clairos from a Client for an Offering, excluding taxes, shipping, third-party pass-through charges, refunds, credits, discounts, and any Both-Sides Fee you charge your Client.

Renewal Term

Any subscription or engagement period for which a Client renews or continues an Offering after the first twelve (12) months.

Commission

The amounts payable to you under Section 5.

Both-Sides Fee

Any fee, markup, or margin you separately charge your Client, as described in Section 7.

2Enrollment & Eligibility

To participate, you must apply and be accepted by Clairos, which may approve or decline any applicant at its discretion. By enrolling, you represent that you:

• are at least 18 years old and have full legal authority to enter into these Terms (individually or on behalf of your organization);
• will provide accurate, current, and complete enrollment and tax information and keep it updated;
• are not a competitor of Clairos enrolling to gain confidential information, and are not located in, or a resident of, any jurisdiction subject to comprehensive sanctions or otherwise prohibited by applicable law.

You may not earn a Commission on a purchase by an organization in which you, an employer of yours, or an entity you control is the purchasing Client (no self-dealing).

3Scope of the Program

Subject to these Terms, Clairos grants you a limited, non-exclusive, non-transferable, revocable right to refer, promote, co-sell, or resell the Offerings to Prospects, and to use Clairos-approved marketing materials for that sole purpose. The Program is a single tier with one commission schedule (Section 5) applicable to both Mastery and Executive. Clairos performs all sales demonstrations, contracting, billing, and delivery of the Offerings unless otherwise agreed in writing. Nothing in the Program grants you any right to set, alter, or waive Clairos’s pricing, terms, or commitments, or to bind Clairos in any way.

4Deal Registration & Attribution

Commission eligibility depends on Deal Registration:

• Register first. You must submit a Prospect through one of the accepted registration methods below before another party does. The first valid, accepted registration for a given Prospect prevails.
• Methods of registration. A Prospect may be registered: (a) online, through Clairos’s designated registration process in the Clairos Partner Portal; (b) manually, by an introductory call or email involving Clairos, the Partner, and the Prospect, which Clairos will record as your registration; or (c) automatically, when a Prospect uses a coupon code or affiliate link issued to you through the Clairos Partner Portal, which attributes the resulting Client to you. Regardless of method, every registration is subject to Clairos’s acceptance and the attribution rules in this Section 4.
• 12-month window. An accepted registration is valid for twelve (12) months. You earn Commission only if the registered Prospect becomes an Active Client within that window, even if the sale closes later in the window.
• One Partner per Client. Only one Partner may be credited for a given Client.
• Conflict resolution. Clairos resolves attribution conflicts (including pre-existing Clairos relationships, duplicate registrations, or inbound leads) in good faith, and its reasonable determination is final, subject to Section 21.

5Commission Structure

For each Registered Deal that becomes an Active Client, Clairos will pay you:

• Year One — 25% of the Net Subscription Fees received from the Client during the first twelve (12) months; and
• Renewals — 15% of the Net Subscription Fees received from the Client for each Renewal Term thereafter, for the life of the account, for so long as the Client remains an Active Client and these Terms remain in effect.

This schedule applies to both the Mastery and Executive Offerings. Commission accrues when Clairos actually receives the corresponding payment from the Client and becomes payable under Section 8. Commission is calculated only on Net Subscription Fees; it is not calculated on, and Clairos does not collect or administer, any Both-Sides Fee.

6Accelerators & Incentives

• Volume accelerator. After you have reached three (3) Active Clients, the Year-One rate on each new Registered Deal that becomes Active is increased by five percentage points (from 25% to 30%). The accelerator applies prospectively to new deals only and does not change rates on existing accounts.
• Lead sharing. Clairos may, at its discretion, offer eligible Partners a “first look” at certain Clairos-sourced leads within the Partner’s niche. Such leads remain subject to Deal Registration and these Terms.

Clairos may add, modify, or discontinue incentives prospectively upon notice under Section 20.

7Earning From Clients (Both-Sides Arrangements)

In addition to the Commission, you may separately charge your Client your own advisory, management, or referral fee, or resell an Offering at a margin (a “Both-Sides Fee”). The following apply:

• Transparency. You must disclose any Both-Sides Fee to your Client and obtain any consent required by your agreements with the Client or by applicable law. You must not represent a Both-Sides Fee as charged by, set by, or on behalf of Clairos.
• Solely your arrangement. A Both-Sides Fee is solely between you and your Client. You are exclusively responsible for its disclosure, contracting, invoicing, collection, taxation, refunds, and any disputes or liabilities arising from it.
• No effect on Clairos. Clairos’s pricing to the Client and the Commission payable to you are based on Clairos’s Net Subscription Fees and are unaffected by any Both-Sides Fee.

8Payment Terms

• Timing. Accrued Commission is paid net-30 following the end of the calendar month in which Clairos receives the corresponding Client payment.
• Method & currency. Payments are made in U.S. dollars by the method Clairos designates (e.g., ACH or equivalent). A minimum payout threshold of [$50] may apply, with balances carried forward until met.
• Taxes. You must provide a valid IRS Form W-9 (or W-8, as applicable) before payment. Clairos will issue Forms 1099 where required. You are solely responsible for all taxes on your Commission and any Both-Sides Fee. Commission amounts are exclusive of, and Clairos may withhold, any taxes required by law.
• Basis. Commission is calculated only on amounts actually received and retained by Clairos. No Commission is due on amounts that are unpaid, refunded, credited, charged back, or never collected.

9Refunds, Chargebacks & Clawbacks

If, within ninety (90) days of a Client payment on which Commission was paid, Clairos refunds, credits, or loses that payment to a chargeback or dispute, Clairos may recover or offset the corresponding Commission against current or future amounts owed to you. After 90 days, Commission already paid will not be clawed back. No Commission is earned on Client amounts that are never collected.

10Partner Obligations & Conduct

You agree that you will:

• describe the Offerings accurately, using only current, Clairos-approved claims and materials, and make no false, misleading, or unauthorized statements, guarantees, or warranties on Clairos’s behalf;
• comply with all applicable laws and regulations, including anti-spam (e.g., CAN-SPAM), telemarketing (e.g., TCPA), consumer-protection, anti-bribery and anti-corruption (e.g., FCPA), export, and sanctions laws;
• not engage in spam, deceptive, abusive, or unsolicited bulk outreach, or in any conduct that could harm Clairos’s reputation;
• not bid on, register, or use Clairos trademarks (or confusingly similar terms) in paid search, domain names, or social handles without Clairos’s prior written consent;
• promptly and accurately forward Prospect information and not misrepresent your relationship with Clairos.

11Affiliate Disclosure Requirements

If you promote the Offerings publicly (for example, through content, social media, email lists, or websites), you must clearly and conspicuously disclose your material connection to Clairos as required by the U.S. FTC Endorsement Guides and any other applicable law. You must not publish fabricated testimonials, engage in “cookie-stuffing,” generate fraudulent or incentivized traffic, or violate the rules of any platform you use.

12Brand & Marketing License

Clairos grants you a limited, revocable, non-exclusive, non-transferable license to use Clairos names, logos, and marketing assets solely as provided or approved by Clairos and solely to promote the Offerings under the Program. You must follow Clairos’s brand guidelines, and Clairos may review and require changes to, or removal of, your materials. All goodwill from your use of Clairos marks inures to Clairos. This license ends automatically when your participation in the Program ends.

13Relationship of the Parties

You and Clairos are independent contractors. Nothing in these Terms creates any employment, agency, partnership, joint venture, or franchise relationship. You have no authority to act for or bind Clairos, to make commitments on its behalf, or to incur any obligation in its name. You are responsible for your own business expenses, personnel, and conduct.

14Confidentiality

You may receive non-public information about Clairos, including pricing, program economics, product roadmaps, and Client or Prospect information (“Confidential Information”). You will use Confidential Information only to perform under the Program, will protect it with reasonable care, and will not disclose it to third parties except as required by law. This obligation survives termination of these Terms.

15Data Protection & Privacy

You will collect, use, and share any personal data of Prospects or Clients only on a lawful basis and in compliance with applicable privacy laws, and only as necessary for the Program. You will not send unsolicited communications in violation of law. Clairos’s handling of personal data is governed by the Clairos Privacy Policy available at clairos.com.

16No Guarantee of Earnings

Commissions depend entirely on actual, collected sales of the Offerings. Clairos makes no representation, promise, or guarantee of any particular level of referrals, sales, or income. Any examples, ranges, projections, or calculator results provided in Program materials are illustrative only and are not a guarantee of earnings.

17Disclaimers

The Program and all Program materials are provided “as is” and “as available,” without warranties of any kind, whether express, implied, or statutory, to the maximum extent permitted by law. Clairos may modify, suspend, or discontinue the Program or any Offering at any time, subject to Section 20.

18Limitation of Liability

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits or revenues, arising out of or relating to the Program. Clairos’s total aggregate liability arising out of or relating to these Terms will not exceed the total Commissions paid to you in the twelve (12) months preceding the event giving rise to the claim.

19Indemnification

You will defend, indemnify, and hold harmless Clairos and its members, officers, and employees from and against any claims, damages, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) your breach of these Terms; (b) your acts, omissions, statements, or marketing; (c) any Both-Sides Fee or arrangement between you and a Client; or (d) your violation of any law or third-party right.

20Term, Modification & Termination

The Program is at-will. Either party may terminate participation upon thirty (30) days’ written notice, and Clairos may terminate or suspend immediately for breach, fraud, or unlawful conduct (“for cause”). Clairos may modify these Terms or the Program prospectively upon notice (including by posting an updated version); your continued participation after the effective date constitutes acceptance.

Upon termination:

• your right to register new deals and to earn Commission on new Clients ends;
• except in the case of termination for cause, Commission on Clients who became Active before the termination date will continue to be paid per Section 5 for as long as those Clients remain Active and pay Clairos;
• upon termination for cause, or upon your fraud or material breach, all unpaid and future Commission is forfeited.

Sections that by their nature should survive (including 7–9 and 13–22) survive termination.

21Governing Law & Dispute Resolution

These Terms are governed by the laws of the State of Wisconsin, without regard to its conflict-of-laws rules. Any dispute arising out of or relating to these Terms or the Program that cannot be resolved informally will be settled by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, seated in [County] County, Wisconsin. Judgment on the award may be entered in any court of competent jurisdiction.

To the extent permitted by law, disputes will be resolved on an individual basis, and you and Clairos waive any right to participate in a class or representative action. Either party may bring an individual claim in small-claims court, and either party may seek injunctive or equitable relief in court to protect its intellectual property or Confidential Information.

22General Provisions

Entire agreement. These Terms (with any deal-registration form, payout schedule, or written addendum referenced here) are the entire agreement between the parties regarding the Program and supersede prior understandings. Assignment. Clairos may assign these Terms; you may not assign them without Clairos’s prior written consent. Severability. If any provision is held unenforceable, the remainder stays in effect. No waiver. A failure to enforce any provision is not a waiver. Force majeure. Neither party is liable for delays caused by events beyond its reasonable control. Notices. Notices may be given by email to the addresses on file. Headings are for convenience only. Electronic acceptance and electronic records are valid.

Contact: Clairos LLC — [partners@clairos.com] · [Registered business address]

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