Partner Agreement
Pay4Pixels Referral Partner Agreement
This is the authoritative version of the Pay4Pixels Referral Partner Agreement (P4P-RA-001 v1.0).
Document № P4P-RA-001 Version 1.0 Jurisdiction Toronto, Ontario Effective May 1, 2026
Cover
■ EARN A 6-MONTH RESIDUAL ON EVERY MERCHANT YOU BRING
Referral Partner.
Terms governing referral partners of the Pay4Pixels marketplace — commission, payouts, attribution, and conduct.
Counterparty
Allatt Tech Solutions Inc. operating as Pay4Pixels Exchange Tower · 130 King Street West, Suite 1900 Toronto, Ontario M5X 1E3 · Canada
§ 01. Introduction & Acceptance
This Referral Partner Agreement (the "Agreement") is a binding legal contract between Allatt Tech Solutions Inc., a corporation organized under the laws of the Province of Ontario, Canada, operating as "Pay4Pixels", with its registered office at Exchange Tower, 130 King Street West, Suite 1900, Toronto, Ontario M5X 1E3, Canada ("Pay4Pixels", "we", "us", or "our"), and the individual or entity identified on the cover page of this Agreement and approved by us as a referral partner ("Partner", "Referrer", "you", or "your").
This Agreement governs your participation in the Pay4Pixels referral program (the "Program"), under which you may introduce prospective merchants to the Pay4Pixels marketplace and earn Commissions on the Net Fee Revenue Pay4Pixels generates from those merchants, on the terms set out below.
By submitting a Program application, accepting these terms through the partner dashboard, or otherwise participating in the Program, you confirm that you have read, understood, and agree to be bound by this Agreement. If you do not agree, you may not participate in the Program.
If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind that entity, and references to "you" or "Partner" mean that entity.
§ 02. Definitions
Capitalized terms used in this Agreement have the meanings set out below. Terms used but not defined have the meanings given in the Pay4Pixels Merchant Agreement.
"Chargeback" — means a reversal, dispute, claim, recall, or other return of funds initiated by a buyer, card issuer, bank, payment network, payment service provider, or governmental authority in respect of a Referred Merchant's transaction.
"Commission" — means the amount payable to the Partner under this Agreement and Schedule A in respect of a Qualified Merchant, calculated on a tiered marginal basis as set out in Schedule A.
"Commission Period" — means the period of six (6) consecutive calendar months commencing on the date a Referred Merchant becomes a Qualified Merchant, during which Commissions accrue in respect of that Qualified Merchant.
"Cool-Off Period" — means the thirty (30) day period following the end of each calendar month, during which Pay4Pixels reconciles Net Fee Revenue, refunds, Chargebacks, and other adjustments before paying the corresponding Commission.
"Effective Date" — means the date on which Pay4Pixels approves your Program application and issues you a Referral Code, as recorded on the cover page of this Agreement.
"Marketing Materials" — means the logos, banners, copy, links, and other promotional assets that Pay4Pixels makes available to Partners through the partner dashboard or otherwise expressly approves in writing.
"Net Fee Revenue" — means the platform Fees actually collected by Pay4Pixels from a Qualified Merchant in respect of completed Transactions in a given calendar month, net of refunds, Chargebacks, reversals, payment-network fees passed through, currency-conversion costs, taxes withheld at source, and any other deductions reflected in Pay4Pixels' records.
"Pay4Pixels Merchant Agreement" — means the merchant terms of service in force between Pay4Pixels and each Referred Merchant.
"Program" — means the Pay4Pixels referral program as described in this Agreement, as it may be amended from time to time.
"Qualified Merchant" — means a Referred Merchant who (a) has been approved by Pay4Pixels as a merchant under the Pay4Pixels Merchant Agreement, (b) has completed Pay4Pixels' KYC and onboarding requirements, and (c) has processed cumulative gross merchandise value of at least one thousand U.S. dollars (USD 1,000) through the Pay4Pixels platform.
"Referral Code" — means the unique alphanumeric code, link, or other identifier assigned by Pay4Pixels to the Partner and used to attribute Referred Merchants to the Partner.
"Referred Merchant" — means a prospective merchant introduced to Pay4Pixels by the Partner who registers a merchant account using the Partner's Referral Code (or whose attribution to the Partner is otherwise verifiable in Pay4Pixels' records in accordance with Section 4).
"Restricted Person" — means any person or entity that is (a) the subject of sanctions administered by the United Nations, the United States Office of Foreign Assets Control (OFAC), the European Union, the United Kingdom, Canada (including under the Special Economic Measures Act), or any other applicable sanctions authority; (b) located, organized, or resident in a sanctioned jurisdiction; or (c) listed on any government denied-parties or restricted-parties list.
"Schedule A" — means the Commission Schedule attached to and forming part of this Agreement, as it may be amended from time to time.
§ 03. Eligibility & Onboarding
03.01 Eligibility
To participate in the Program, you must (a) be at least 18 years of age (or the age of majority in your jurisdiction), (b) have the legal capacity to enter into this Agreement, (c) not be a Restricted Person and not be located in or organized under the laws of a sanctioned jurisdiction, (d) not have been previously suspended or terminated from the Program or the Pay4Pixels platform, and (e) satisfy our identity-verification and tax-documentation requirements.
03.02 Excluded Persons
The following persons are not eligible to participate in the Program, and any Referral Code issued to or used by such persons is void:
- current employees, officers, directors, or contractors of Pay4Pixels, Allatt Tech Solutions Inc., or any of their affiliates;
- former employees, officers, directors, or contractors of Pay4Pixels for a period of six (6) months following the end of their engagement;
- spouses, common-law partners, parents, children, and siblings of the foregoing;
- any person who owns or controls (directly or indirectly) a Referred Merchant or any of its affiliates;
- any person referring their own merchant account, any merchant account that they own or control, or any merchant account operated for their benefit; and
- any person acting in concert with another Partner to circumvent the rules of the Program.
03.03 Application and Approval
Submission of a Program application does not, by itself, create any rights or obligations. We may accept, reject, or revoke a Program application at our sole discretion and are not required to provide reasons. Approval is evidenced by our issuance of a Referral Code and provision of access to the partner dashboard.
03.04 Verification and Tax Documentation
You agree to provide, and keep current, all information and documentation we reasonably request, including government-issued photo identification, business registration documents (if applicable), payout instructions, and applicable tax-reporting forms (a W-9 for U.S. persons, a W-8BEN or W-8BEN-E for non-U.S. persons receiving U.S.-source income, or a Canadian T4A recipient information form for Canadian Partners). We may suspend the payment of Commissions until satisfactory documentation has been received.
§ 04. Referral Program Rules
04.01 Referral Code
On approval, we will issue you a unique Referral Code. The Referral Code must be presented at the time of the Referred Merchant's registration (whether through a tracked link, an explicit code entry, or a sign-up flow that we expressly designate as a tracked attribution path). You are responsible for the accuracy of the Referral Code as used in your promotional activities.
04.02 Attribution
Attribution is determined by first-touch registration. Where a prospective merchant signs up using your Referral Code, the resulting merchant account will be attributed to you, subject to the exclusions in Section 4.3 and our verification under Section 4.5. Where a prospective merchant signs up without using a Referral Code, the merchant account is not attributable to any Partner.
04.03 Pre-Existing and Ineligible Merchants
No Commission will accrue, and no attribution will be recognized, in respect of any merchant that, at the time of purported referral:
- is owned or controlled by the Partner, the Partner's spouse, common-law partner, parents, children, or siblings, or any entity in which the Partner has a direct or indirect interest of 10% or more;
- is a Restricted Person, is located in or organized under the laws of a sanctioned jurisdiction, or is otherwise prohibited from being onboarded under the Pay4Pixels Merchant Agreement; or
- fails KYC, declines to onboard, or is rejected, suspended, or terminated by Pay4Pixels at any time.
04.04 Qualified Merchant Status
A Referred Merchant becomes a Qualified Merchant on the date that all of the following have occurred: (a) the merchant account has been approved and KYC has been cleared, (b) the merchant has processed cumulative gross merchandise value of at least USD 1,000 through the Pay4Pixels platform, and (c) the Referred Merchant is not otherwise excluded under Section 4.3. Commissions accrue only in respect of Qualified Merchants and only from the date of qualification onward.
04.05 Pay4Pixels' Determinations
All determinations regarding attribution, eligibility, qualification, the calculation of Net Fee Revenue, and the calculation of Commissions are made by Pay4Pixels in its reasonable discretion based on its books and records, and are final and binding absent manifest error. You may request a reconciliation by writing to partners@pay4pixels.com within sixty (60) days of the relevant payout; reconciliation requests submitted after that period are waived.
04.06 No Multi-Level Compensation
The Program does not compensate Partners for recruiting other Partners. No Commission, bonus, or other payment is paid to any Partner in respect of the referrals, sales, or activity of any other Partner. The Program is not a multi-level marketing scheme.
§ 05. Commissions
05.01 Commission Structure
For each Qualified Merchant attributed to you, Pay4Pixels will pay you a Commission calculated as a tiered marginal percentage of the Qualified Merchant's monthly Net Fee Revenue, as set out in Schedule A. The Commission accrues monthly during the Commission Period (six (6) consecutive calendar months commencing on the date the Referred Merchant becomes a Qualified Merchant) and ceases on expiry of the Commission Period.
05.02 Per-Merchant Calculation
Commissions are calculated separately for each Qualified Merchant. The tiered rates in Schedule A are applied to each Qualified Merchant's individual monthly Net Fee Revenue, not to the aggregate Net Fee Revenue of all of your Qualified Merchants combined.
05.03 Currency and Conversion
Net Fee Revenue is calculated in U.S. dollars (USD). Where the underlying Transaction was settled in another currency, Pay4Pixels will convert to USD at the rate used in its books and records for the relevant settlement period. Commissions are paid in USD (or in the equivalent in another supported payout currency at the prevailing rate at the time of payout, in which case any conversion costs are borne by the Partner).
05.04 Clawback for Chargebacks and Refunds
If, after a Commission has accrued or been paid, the underlying Net Fee Revenue is reduced by reason of a Chargeback, refund, reversal, withholding by a payment service provider, or other adjustment, the corresponding Commission is reduced or reversed accordingly. Pay4Pixels may set off any clawback against current or future Commissions; if amounts owed exceed Commissions available to set off, you will pay the deficiency on demand.
05.05 Clawback on Merchant Termination for Cause
If a Qualified Merchant is terminated by Pay4Pixels for fraud, breach of the Pay4Pixels Merchant Agreement, violation of payment-network rules, or any other for-cause reason within the Commission Period, all accrued but unpaid Commissions in respect of that Qualified Merchant are forfeited, and any Commissions paid in respect of that Qualified Merchant during the ninety (90) days preceding the termination may be clawed back.
05.06 No Other Compensation
Other than the Commissions described in this Section and Schedule A, you are not entitled to any other compensation, bonus, expense reimbursement, or benefit of any kind from Pay4Pixels.
§ 06. Payouts
06.01 Cadence
Subject to the Cool-Off Period, deductions, and verification under this Agreement, accrued Commissions for a given calendar month are paid within thirty (30) days following the end of that month (i.e., Commissions accrued in February are paid no later than the end of March). Pay4Pixels may modify the payout cadence on notice.
06.02 Payout Methods
You may elect to receive payouts by Wise, PayPal, or bank transfer (SWIFT or domestic rails, where supported), in USD. Pay4Pixels may add, remove, or modify supported payout methods at its discretion. You are solely responsible for the accuracy of your payout instructions; Pay4Pixels is not liable for delays, fees, FX losses, or non-receipt caused by incorrect, outdated, or fraudulent payout instructions or by acts of the payout provider.
06.03 Minimum Payout Threshold
The minimum payout amount is fifty U.S. dollars (USD 50). If accrued Commissions for a given month are below the threshold, the balance carries forward and is paid in the first subsequent month in which the threshold is met. If the Agreement is terminated and the final balance is below the threshold, the balance is forfeited (or, at Pay4Pixels' option, paid in a single final disbursement).
06.04 Right to Withhold
Pay4Pixels may withhold, delay, or reverse any payout (in whole or in part) where we reasonably believe that (a) the Partner has breached or is likely to breach this Agreement, (b) the underlying Net Fee Revenue is subject to dispute, Chargeback risk, regulatory enquiry, or PSP investigation, (c) additional verification, tax documentation, or sanctions screening is required, (d) tax withholding is required by applicable law, or (e) the payout would otherwise expose Pay4Pixels to legal, regulatory, financial, or reputational risk.
06.05 Taxes
You are solely responsible for determining, reporting, and paying all taxes (income, self-employment, business, GST/HST, VAT, and any other tax) applicable to Commissions you receive under this Agreement, in every jurisdiction in which you are taxable. Pay4Pixels will issue any tax-reporting forms required by applicable law (such as a T4A in Canada or a 1099-NEC in the United States, where applicable). Where Pay4Pixels is required by law to withhold tax from a payout, it will do so and remit the withheld amount to the relevant authority.
06.06 Unclaimed Commissions
If we are unable to pay you because your payout instructions are invalid, your account has been abandoned, or you have not responded to verification requests for one hundred and eighty (180) days, we will hold the funds in accordance with applicable unclaimed-property or escheatment laws and may, after a further reasonable period and notice to your last known address, escheat the funds to the relevant authority or, where lawful, recognize them as forfeited.
§ 07. Promotion & Conduct
07.01 Permitted Promotion
You may promote Pay4Pixels through your own website, social media accounts, newsletters, podcasts, video content, in-person introductions, and similar channels, using your Referral Code or tracked link. You must use only Marketing Materials we have made available or expressly approved in writing, and you must not modify them other than as expressly permitted.
07.02 Prohibited Conduct
You will not, and will not knowingly permit any third party to:
- send unsolicited bulk email, SMS, or other communications (spam), or otherwise violate applicable anti-spam laws (including Canada's Anti-Spam Legislation (CASL), the U.S. CAN-SPAM Act, the EU ePrivacy Directive, and equivalents);
- impersonate Pay4Pixels, hold yourself out as an employee, officer, or agent of Pay4Pixels, or claim authority you do not have;
- make any representation, warranty, guarantee, or commitment about Pay4Pixels or its services that is not expressly stated in our then-current published Marketing Materials;
- use or register any domain name, social-media handle, search-engine identifier, or trademark that contains, is confusingly similar to, or could be mistaken for any Pay4Pixels brand, mark, or product name;
- bid on Pay4Pixels trademarks, brand names, or product names (or close variants or misspellings) in paid search advertising, or otherwise divert organic Pay4Pixels traffic to your tracked links;
- engage in cookie stuffing, click fraud, false-attribution browsers, automated traffic, click farms, or other artificial methods of generating attributions or traffic;
- promote Pay4Pixels in any context that depicts or endorses illegal activity, violence, hate, discrimination, sexually explicit content, gambling, securities offerings, cryptocurrency or NFT sales, or any other content prohibited under the Pay4Pixels Merchant Agreement;
- make payments, give gifts, or offer other incentives to prospective merchants to induce a referral in a way that violates applicable law or undermines disclosure obligations;
- fail to disclose your status as a paid referrer where disclosure is required by applicable law (including U.S. Federal Trade Commission endorsement guidelines and equivalent rules in other jurisdictions); or
- otherwise engage in conduct that is, or could reasonably be expected to be, harmful, deceptive, or damaging to Pay4Pixels, its merchants, its buyers, or its reputation.
07.03 Compliance with Law
You will comply with all laws and regulations applicable to your promotion activities, including consumer-protection, advertising, privacy, anti-spam, anti-bribery, sanctions, and tax laws, in every jurisdiction in which you operate.
07.04 Non-Exclusivity
Nothing in this Agreement restricts you from participating in referral, affiliate, or partner programs of any other business, including businesses that compete with Pay4Pixels, except that you may not (a) use Pay4Pixels Marketing Materials or Confidential Information to promote a competitor, or (b) engage in conduct that misleads prospective merchants about the difference between Pay4Pixels and a competitor.
§ 08. Representations & Warranties
08.01 Mutual Representations
Each party represents and warrants to the other that (a) it has full power and authority to enter into and perform this Agreement, (b) this Agreement is enforceable against it in accordance with its terms, and (c) its performance under this Agreement does not breach any other agreement to which it is a party.
08.02 Partner Representations and Warranties
You represent, warrant, and covenant to Pay4Pixels on a continuing basis that:
- all information provided in your Program application and at any time thereafter is and will remain true, accurate, complete, and not misleading;
- you are not an Excluded Person under Section 3.2;
- you and your beneficial owners are not Restricted Persons and are not located in or organized under the laws of a sanctioned jurisdiction;
- each Referred Merchant has been introduced by you through bona fide promotion and not by impersonation, manipulation, or fraud;
- you will comply with this Agreement, with all reasonable instructions and policies published by Pay4Pixels, and with all applicable laws and regulations; and
- you will not engage in any conduct prohibited under Section 7.2.
08.03 Disclaimer
EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE PROGRAM AND THE PARTNER DASHBOARD ARE PROVIDED "AS IS" AND "AS AVAILABLE". PAY4PIXELS DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND UNINTERRUPTED OR ERROR-FREE OPERATION. PAY4PIXELS DOES NOT GUARANTEE ANY MINIMUM LEVEL OF REFERRAL TRAFFIC, CONVERSION, COMMISSION INCOME, OR PROGRAM CONTINUATION.
§ 09. Independent Contractor Status
You are an independent contractor. Nothing in this Agreement creates a partnership, joint venture, agency, fiduciary, employment, franchise, or similar relationship between you and Pay4Pixels. You are not an employee, worker, agent, representative, or sub-contractor of Pay4Pixels, and you have no authority to bind Pay4Pixels, accept contracts on its behalf, make representations on its behalf, or hold yourself out as having such authority. You are solely responsible for your own taxes, employment-insurance contributions, workplace-safety insurance, business licenses, and any other obligations that arise from your status as an independent contractor in your jurisdiction. Pay4Pixels will not provide you with any employee benefits, including health insurance, vacation pay, sick leave, pension contributions, or severance.
§ 10. Confidentiality
10.01 Confidential Information
In connection with the Program you may receive non-public information of Pay4Pixels ("Confidential Information"), including unpublished Marketing Materials, pricing, product roadmaps, partner-program economics, and the identities of Referred Merchants and Qualified Merchants. You will (a) use Confidential Information only to perform under this Agreement, (b) protect it with at least reasonable care, and (c) not disclose it to third parties except to your employees, contractors, and professional advisors who have a need to know and are bound by confidentiality obligations at least as protective as those in this Section.
10.02 Personal Data
You will comply with all applicable data-protection laws (including the GDPR, the UK GDPR, PIPEDA, Quebec's Law 25, and any other applicable regime) when collecting, using, or sharing personal data in connection with your promotional activities. You may not collect, store, or transmit any personal data of prospective merchants beyond what is necessary for legitimate promotional activity, and you must obtain any required consents.
10.03 Survival
Your confidentiality obligations survive termination of this Agreement for three (3) years, or indefinitely with respect to information that constitutes a trade secret under applicable law.
§ 11. Indemnification & Limitation of Liability
11.01 Partner Indemnity
You will defend, indemnify, and hold harmless Pay4Pixels and its affiliates, and each of their respective directors, officers, employees, agents, contractors, successors, and assigns, from and against any and all claims, demands, actions, investigations, proceedings, losses, damages, fines, penalties, settlements, judgments, costs, and expenses (including reasonable legal fees on a solicitor-and-own-client basis) arising out of or in connection with:
- your breach of this Agreement, the Pay4Pixels Merchant Agreement to the extent applicable to you, or any applicable law;
- any of your promotional activities, including any claim that they were spam, misleading, defamatory, or otherwise unlawful;
- any unauthorized representation or warranty made by you about Pay4Pixels or its services;
- any tax obligation arising from your receipt of Commissions; and
- any claim that you are an employee, worker, or agent of Pay4Pixels, including any claim for wages, benefits, severance, or statutory entitlements.
11.02 Excluded Damages
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL PAY4PIXELS OR ITS AFFILIATES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF ANTICIPATED COMMISSIONS, PROFITS, REVENUE, BUSINESS, GOODWILL, OPPORTUNITY, ANTICIPATED SAVINGS, DATA, OR USE, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR OTHERWISE.
11.03 Aggregate Cap
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PAY4PIXELS' AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT WILL NOT EXCEED THE TOTAL COMMISSIONS PAID BY PAY4PIXELS TO THE PARTNER DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR ONE HUNDRED CANADIAN DOLLARS (CAD 100), WHICHEVER IS GREATER.
§ 12. Term & Termination
12.01 Term
This Agreement begins on the Effective Date and continues until terminated in accordance with this Section.
12.02 Termination for Convenience
Either party may terminate this Agreement at any time, for any reason or no reason, on thirty (30) days' prior written notice (which may be by email or by posting in the partner dashboard).
12.03 Immediate Termination by Pay4Pixels
Pay4Pixels may suspend, restrict, or terminate this Agreement immediately, with or without notice, and without liability, if:
- you breach any provision of this Agreement, particularly Section 4 (Referral Rules) or Section 7 (Promotion & Conduct);
- we reasonably suspect fraud, attribution manipulation, self-referral, multi-account abuse, or other misconduct in connection with the Program;
- you become or are determined to be a Restricted Person, or you are located in or organized under the laws of a sanctioned jurisdiction;
- a payment-network, regulator, law-enforcement authority, or PSP requires us to do so;
- we discontinue the Program (in whole or in respect of your jurisdiction or partner category); or
- we determine, in our reasonable discretion, that your continued participation exposes Pay4Pixels or its affiliates to material legal, regulatory, financial, or reputational risk.
12.04 Effect of Termination Without Cause
If this Agreement is terminated other than for cause under Section 12.3, Commission Periods already in progress for Qualified Merchants attributed to you before termination will run out, and Commissions will continue to be paid in accordance with this Agreement (subject to all clawback, set-off, and verification rights). No new Referred Merchants will be attributed to you after the termination date.
12.05 Effect of Termination for Cause
If this Agreement is terminated for cause under Section 12.3, all accrued but unpaid Commissions are forfeited, in-progress Commission Periods cease immediately, and Pay4Pixels may claw back any Commissions paid during the ninety (90) days preceding the termination.
12.06 Survival
The following provisions survive termination of this Agreement: Sections 2 (Definitions), 5.4–5.6 (Clawback and No Other Compensation), 6.5–6.6 (Taxes, Unclaimed Commissions), 8 (Representations and Warranties), 9 (Independent Contractor Status), 10 (Confidentiality), 11 (Indemnification and Liability), 12.4–12.6 (Effect of Termination, Survival), 13 (General), and any other provision that by its nature should survive.
§ 13. General
13.01 Governing Law
This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-laws principles.
13.02 Dispute Resolution
Any dispute, controversy, or claim arising out of or in connection with this Agreement will first be referred to good-faith negotiations between the parties. If not resolved within thirty (30) days, the dispute will be finally resolved by binding arbitration administered by the ADR Institute of Canada under its Arbitration Rules, by a single arbitrator, seated in Toronto, Ontario, in the English language. The arbitral award is final and binding. Notwithstanding the foregoing, either party may seek interim or injunctive relief in any court of competent jurisdiction to protect its intellectual property, Confidential Information, or to enforce a clawback or set-off.
13.03 No Class Actions
To the maximum extent permitted by applicable law, the parties waive any right to participate in a class, collective, or representative action, and disputes will be resolved on an individual basis only.
13.04 Notices
Notices to Pay4Pixels must be sent to partners@pay4pixels.com and copied to legal@pay4pixels.com, with a physical copy sent to Allatt Tech Solutions Inc., Exchange Tower, 130 King Street West, Suite 1900, Toronto, Ontario M5X 1E3, Canada. Notices to the Partner will be sent to the email address on file in the partner dashboard.
13.05 Changes to this Agreement
Pay4Pixels may amend this Agreement (including Schedule A) at any time by posting an updated version in the partner dashboard or sending notice by email, with the amendment taking effect thirty (30) days after notice (or sooner where required by law, payment-network rules, or to address fraud, abuse, or security). If you do not agree to an amendment, your sole remedy is to terminate this Agreement under Section 12.2 before the amendment takes effect. Your continued participation in the Program after the effective date constitutes acceptance.
13.06 Assignment
You may not assign or transfer this Agreement, in whole or in part, without our prior written consent. Pay4Pixels may assign this Agreement to an affiliate or to a successor in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets, on notice to you.
13.07 Force Majeure
Neither party is liable for any failure or delay in performance (other than payment obligations) caused by circumstances beyond its reasonable control, including acts of God, war, terrorism, civil disturbance, pandemic, government action, network or PSP outage, internet outage, cyberattack, or labour dispute.
13.08 Severability, Waiver, Entire Agreement
If any provision of this Agreement is held invalid or unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions will continue in full force and effect. No failure or delay in exercising any right operates as a waiver. This Agreement, together with Schedule A and any documents incorporated by reference, constitutes the entire agreement between the parties on its subject matter and supersedes all prior or contemporaneous discussions, proposals, and agreements.
13.09 Language
This Agreement is drafted in English. Any translation is provided for convenience only, and the English version controls. The parties have expressly required that this Agreement and all related documents be drawn up in the English language only. Les parties ont exigé que la présente convention et tous les documents s'y rapportant soient rédigés en anglais seulement.
13.10 Counterparts and Electronic Signature
This Agreement may be accepted electronically, including by clickwrap acceptance through the partner dashboard, and by counterparts. Electronic acceptance has the same legal effect as a handwritten signature.
§ 14. Acceptance & Signature
By clicking "I Agree" in the partner dashboard, or by signing below, the Partner accepts this Agreement and warrants that the person accepting is authorized to bind the Partner.
Appendix — Schedule A: Commission Schedule
This Schedule A is attached to and forms part of the Referral Partner Agreement between Pay4Pixels and the Partner. The Commission rates set out below apply to each Qualified Merchant attributed to the Partner, for the Commission Period defined in the Agreement, until amended in accordance with Section 13.5 of the Agreement.
A.01 Commission Tiers
Commission is paid monthly during the Commission Period as a marginal percentage of each Qualified Merchant's monthly Net Fee Revenue. The tiered rates apply on a per-merchant, per-month basis.
| Tier | Monthly Net Fee Revenue (USD) | Commission Rate |
|---|---|---|
| Tier 1 | $0 — $50,000 | 10.0% |
| Tier 2 | $50,001 — $150,000 | 12.5% |
| Tier 3 | $150,001+ | 15.0% |
Tiers are marginal — each rate applies only to the slice of Net Fee Revenue within that tier.
A.02 Worked Example
To illustrate how the marginal calculation works, consider a Qualified Merchant that generates USD 200,000 in Net Fee Revenue in a given calendar month. The Commission for that month is calculated as follows:
| Slice | Amount | Rate | Commission |
|---|---|---|---|
| First $50,000 | $50,000 | 10.0% | $5,000 |
| Next $100,000 ($50,001 – $150,000) | $100,000 | 12.5% | $12,500 |
| Remaining ($150,001 – $200,000) | $50,000 | 15.0% | $7,500 |
| TOTAL COMMISSION FOR THE MONTH | $200,000 | — | $25,000 |
A.03 Commission Period
Each Qualified Merchant generates Commissions for a Commission Period of six (6) consecutive calendar months, commencing on the date the Referred Merchant becomes a Qualified Merchant (i.e., the date on which they have passed KYC and processed cumulative gross merchandise value of at least USD 1,000). At the end of the Commission Period, no further Commissions accrue in respect of that Qualified Merchant, irrespective of whether the merchant continues to transact on the platform.
A.04 Payout Timing & Minimum Threshold
Commissions accrued in a given calendar month are paid within thirty (30) days following the end of that month, subject to the Cool-Off Period for reconciliation of refunds, Chargebacks, and other adjustments. The minimum payout amount is USD 50; balances below the threshold carry forward.
A.05 Currency & Methods
Commissions are calculated and paid in U.S. dollars (USD). Supported payout methods are Wise, PayPal, and bank transfer (SWIFT or domestic rails, where supported), at the Partner's election in the partner dashboard. Currency conversion costs imposed by the Partner's payout provider or bank are borne by the Partner.
A.06 Effective Date & Version
This Schedule A, Version 1.0, is effective from the Effective Date of the Agreement and remains in effect until amended in accordance with the Agreement.
■ END OF AGREEMENT ■