Partner Program — Legal Document

Partner Program Terms & Conditions

Effective Date: March 18, 2026  ·  Issued by Motiv Technologies Inc.

Note: This document provides the governing terms for participation in the Motiv Partner Program. It should be reviewed in conjunction with the full Partner Agreement provided upon approval. We recommend consulting with your legal counsel regarding any terms that affect your specific circumstances.

1. Definitions

“Motiv” refers to Motiv Technologies Inc. and its affiliates, officers, employees, agents, and successors.

“Partner” means an individual or entity approved by Motiv to participate in the Partner Program under these Terms.

“Client” means any business or individual that subscribes to Motiv’s services as a paying customer.

“Referred Client” means a Client who subscribed to Motiv services as a direct result of a Partner’s referral, as determined by Motiv’s attribution tracking system.

“Commission” means the recurring payment made to a Partner for an active Referred Client, at the rate specified in the Partner Agreement.

“Partner Agreement” means the separate binding agreement provided to and signed by the Partner upon approval, which contains specific commission rates, tier thresholds, and payout terms.

“Program” means the Motiv Partner Program, governed by these Terms and the Partner Agreement.

2. Eligibility & Mutual Exclusivity

2.1  The Program is open to consultants, agencies, sales professionals, and similar individuals or entities who refer prospective clients to Motiv. Participation is subject to Motiv’s approval at its sole discretion.

2.2  Partners and Clients are mutually exclusive. A Partner may not simultaneously hold or apply for a Motiv Client subscription, whether in their own name, under a trade name, through a related entity, or through any individual or entity in which the Partner holds a financial, ownership, or controlling interest.

2.3  A Partner may not refer their own business, any business in which they have a financial or ownership interest, or any entity under common control, to qualify for Commission. Such referrals will be disqualified and may result in termination under Section 7.

2.4  By applying to the Program, applicants represent and warrant that they are not current Motiv Clients and do not have a pending Motiv Client application.

3. Partner Obligations

3.1  Partners must represent Motiv honestly and accurately and may not make representations about Motiv’s products, pricing, or capabilities that are false, misleading, or not authorized in writing by Motiv.

3.2  Partners must comply with all applicable laws, including but not limited to anti-spam laws (CAN-SPAM, CASL), data protection regulations (GDPR, CCPA), and applicable telemarketing rules.

3.3  Partners may not use Motiv’s trademarks, logos, or branding without prior written authorization.

3.4  Partners must promptly disclose to prospective Referred Clients that they participate in the Program and may receive a commission if the prospective client subscribes to Motiv services, as required by applicable disclosure laws.

3.5  Partners must keep their contact information and payment details current in the Partner dashboard.

4. Commissions & Payment

4.1  Specific commission rates, tier thresholds, and payout schedules are set out in the Partner Agreement and are not disclosed publicly. These terms are provided to approved Partners during onboarding and are confidential.

4.2  Commission is earned on a Referred Client’s active, paid subscription only. Commissions are not earned on free trials, suspended accounts, or accounts in arrears. Commissions cease immediately and automatically upon the Referred Client’s cancellation, non-renewal, or termination of their subscription for any reason. There are no perpetual, lifetime, or post-cancellation commission arrangements under this Program.

4.3  Commission is payable monthly, typically within 15 business days following the close of the calendar month in which it was earned, subject to the minimum payout threshold stated in the Partner Agreement.

4.4  Motiv reserves the right to adjust commission rates upon 30 days’ written notice to the Partner. Continued participation after the effective date of the adjustment constitutes acceptance.

4.5  Partners are solely responsible for any taxes, duties, or withholding applicable to Commission payments received.

5. Program Integrity & Forfeiture

5.1  Zero-tolerance policy. Motiv maintains a strict zero-tolerance policy for Partner Program abuse, circumvention, and fraud. Motiv actively monitors all applications, referrals, and Client signups for patterns consistent with self-referral, undisclosed conflicts of interest, and other prohibited conduct.

5.2  Prohibited conduct includes, without limitation: (a) self-referral or referral of a related entity; (b) signing up as a Motiv Client while holding an active Partner account; (c) using Partner status or access to obtain Client pricing, proprietary product information, or any benefit outside the scope of the Program; (d) creating multiple Partner accounts; (e) providing false or misleading information on the Partner application or in any subsequent communication with Motiv.

5.3  Consequences of violation. If Motiv determines, in its sole reasonable judgment, that a Partner has engaged in prohibited conduct under Section 5.2:

  • a)The Partner’s account will be permanently terminated, effective immediately and without prior notice;
  • b)All accrued, pending, and unpaid Commissions will be permanently forfeited, without recourse;
  • c)Any Motiv Client accounts associated with the Partner or a related entity will be subject to review and may be terminated;
  • d)Motiv reserves the right to seek recovery of any Commissions already paid out in connection with the prohibited conduct, plus reasonable legal fees and costs.

5.4  Motiv’s determination under Section 5.3 is final. Partners may submit a written dispute within 14 days of notification, which Motiv will review in good faith. The dispute process does not delay or stay the termination or forfeiture pending resolution.

6. Confidentiality

6.1  Commission rates, tier structures, payout schedules, and any other terms contained in the Partner Agreement are confidential and may not be disclosed to any third party without Motiv’s prior written consent.

6.2  Partners may not use any non-public information obtained through Program participation — including but not limited to product roadmaps, pricing structures, client data, or operational information — for any purpose other than referring prospective clients to Motiv.

7. Term & Termination

7.1  These Terms take effect upon approval of the Partner’s application and remain in force until terminated by either party.

7.2  Either party may terminate participation in the Program at any time with 30 days’ written notice.

7.3  Motiv may terminate a Partner’s participation immediately and without notice for cause, including but not limited to any violation of Section 5, breach of the Partner Agreement, or conduct that Motiv reasonably determines to be harmful to Motiv, its clients, or the Program.

7.4  Upon termination, the Partner’s access to the Partner dashboard will be revoked. Commissions earned prior to termination (and not forfeited under Section 5) will be paid out in accordance with the standard payout schedule, subject to a minimum payout threshold.

8. Disclaimer & Limitation of Liability

8.1  THE PROGRAM IS PROVIDED “AS IS.” MOTIV MAKES NO WARRANTY THAT COMMISSION INCOME WILL REACH ANY PARTICULAR LEVEL OR THAT THE PROGRAM WILL CONTINUE INDEFINITELY.

8.2  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MOTIV’S TOTAL LIABILITY TO A PARTNER ARISING FROM OR RELATED TO THE PROGRAM SHALL NOT EXCEED THE TOTAL COMMISSIONS PAID TO THAT PARTNER IN THE THREE MONTHS PRECEDING THE CLAIM.

8.3  MOTIV SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, ARISING FROM PROGRAM PARTICIPATION.

9. Modifications

9.1  Motiv reserves the right to modify these Terms at any time. Material changes will be communicated to active Partners by email at least 14 days before taking effect.

9.2  Continued participation in the Program after the effective date of a modification constitutes acceptance of the updated Terms. If a Partner does not agree with a modification, they may terminate their participation under Section 7.2 before the modification takes effect.

10. Governing Law & Disputes

10.1  These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles.

10.2  Any dispute arising from or related to the Program or these Terms shall first be subject to good-faith negotiation between the parties. If unresolved within 30 days, disputes shall be submitted to binding arbitration in Toronto, Ontario under the rules of the ADR Institute of Canada.

10.3  Notwithstanding the foregoing, Motiv may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its confidential information or intellectual property.

11. Entire Agreement

11.1  These Terms, together with the Partner Agreement signed upon approval, constitute the entire agreement between Motiv and the Partner with respect to the Program and supersede all prior discussions, representations, or agreements relating to the same subject matter.

11.2  If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.

12. Contact

Questions about these Terms should be directed to: partners@motivtech.ai