Toozi Partner Terms

1. The deal

By signing up to the Toozi Partner Program (the "Program"), you ("Partner", "you") and Toozi, Inc. ("Toozi", "we", "us") agree that you may refer prospective subscribers to Toozi's subscription service (the "Service") using a unique referral link we issue you, and that we will pay you a commission on qualifying paid subscriptions per the terms below.

2. Commission

You earn 25% of the gross monthly subscription fee paid to Toozi by each Customer attributed to you, for twelve (12) consecutive monthsfrom the date that Customer's first invoice clears (the "Commission Window"). Free trials, refunded payments, chargebacks, and any pre-paid period that is later refunded do not count toward earned commission.

Our current standard plan is $49.00/month per Customer, yielding $12.25/month in partner commission. If Toozi changes plan pricing, your commission for already-attributed Customers stays anchored to whatever they actually pay going forward (you earn 25% of what we collect, not a fixed dollar amount).

3. Attribution & tracking

A Customer is "attributed" to you if they click your referral link before creating their Toozi account, OR if they sign up via SMS using your unique referral code, OR if they sign up using an email address we can match to a click on your link within the prior 90 days. We resolve attribution at the time of the first paid invoice; once attributed, the attribution is final. We will not change attribution for an existing paid Customer except to correct documented fraud.

4. Payouts

We pay accrued commissions on or around the 5th of each calendar monthvia ACH to the bank account you provide. Each payout is accompanied by an itemized statement listing every attributed Customer, the period earned, and any adjustments. You are responsible for confirming your banking information is current.

If a Customer refunds or charges back a payment, we may reverse any commission paid on that payment by deducting it from your next scheduled payout. If your next payout would be negative, the deficit carries forward. We will never claw back commissions from your bank account directly.

5. Tax status (1099-NEC)

You are an independent contractor. You are responsible for your own income taxes. If you earn $600 or more in commissions in a calendar year and you are a U.S. person, we will issue you a Form 1099-NEC by January 31 of the following year. We may withhold payouts until you have submitted a current W-9 (or W-8 if you are a foreign person).

6. How you may promote Toozi

You agree that you will:

• Recommend Toozi honestly and in your own words to your existing professional contacts and audience.
• Use only the marketing assets and claims we've published on our website or expressly approved in writing.
• Identify yourself clearly when promoting Toozi (no anonymous astroturfing, no fake reviews).
• Comply with all applicable laws, including the FTC Endorsement Guides, CAN-SPAM, TCPA, GDPR, and CASL where relevant.

You agree that you will not:

• Send unsolicited bulk email, SMS, or messages of any kind promoting Toozi (including to purchased lead lists).
• Run paid ads on Toozi's brand terms, including but not limited to "Toozi", "toozitax", or close variants, on any search engine or social platform.
• Make false, misleading, or unauthorized claims about Toozi's features, pricing, or results.
• Imply that you are employed by, or speak on behalf of, Toozi.
• Use Toozi's name, marks, logo, or screenshots in a way that disparages Toozi or could confuse Customers about who is providing the Service.
• Offer your own cash rebate, kickback, or split of your commission to a Customer in exchange for signup.
• Sign up a Customer using your own contact information or otherwise self-refer.

7. Independent contractor; no agency

Nothing in these Terms creates an employment, agency, partnership, joint venture, or franchise relationship. You may not enter into agreements, make commitments, or incur liabilities on behalf of Toozi. You will not be entitled to any employee benefits.

8. Confidentiality

From time to time we may share information with you that is reasonably understood to be confidential (e.g. pre-release product information, internal performance data, individual Customer-level data we send you in statements). You will use that information only to perform under these Terms and will not disclose it to third parties except as required by law.

9. Customer data

Customer-level information we send you (referred Customer names, signup dates, subscription status, commissions earned) is intended solely to help you reconcile your statements and run your own practice. You will treat it with the same care and discretion you owe to your own clients' data. You will not resell, redistribute, or aggregate it into a third-party product without our written permission.

10. Intellectual property

Toozi owns its name, logo, marks, software, content, and all related IP. We grant you a limited, revocable, non-exclusive license to use our approved name and marks solely to promote the Service consistent with these Terms. You receive no other rights. All goodwill from your use of our marks belongs to Toozi.

11. Non-exclusivity

Nothing in these Terms prevents you from recommending or partnering with competing services, and nothing prevents Toozi from working with other partners, including in your geography or vertical.

12. Term & termination

These Terms begin when you submit your application with the box checked and continue until terminated. Either party may terminate at any time, for any reason, with email notice. If we terminate without cause, we will continue paying commissions on your existing attributed Customers for the remainder of their respective 12-month Commission Windows. If we terminate for cause (your material breach, fraud, or violation of Section 6), we may forfeit unpaid commissions and reverse any unbilled accruals.

Sections 5, 8, 9, 10, 13, 14, 15, and 16 survive termination.

13. Disclaimers

The Program is provided "as is." We do not guarantee any minimum referral volume, conversion rate, Customer retention rate, or commission earnings. Past performance is not predictive. We may modify the Service, the Program, the commission structure, plan pricing, or these Terms at any time with reasonable advance notice; changes apply prospectively to commissions earned after the effective date of the change.

14. Limitation of liability

To the maximum extent permitted by law, neither party is liable to the other for indirect, incidental, special, consequential, or punitive damages, or for lost profits or revenues, arising out of or related to these Terms. Each party's total aggregate liability arising under these Terms in any 12-month period will not exceed the greater of (a) the commissions paid by Toozi to you during that period, or (b) one hundred U.S. dollars (US$100).

15. Indemnification

You will defend, indemnify, and hold Toozi harmless from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from (i) your breach of these Terms, (ii) your promotional activities, including any unauthorized claims or messages, and (iii) your violation of any law in connection with the Program.

16. General

• Governing law: these Terms are governed by the laws of the State of California, without regard to its conflict-of-laws principles. Exclusive venue lies in the state and federal courts in San Francisco County, California.
• Entire agreement: these Terms (together with any program documentation we publish and any addenda we sign with you) are the complete agreement between you and Toozi on the subject and supersede any prior understandings.
• Severability: if any provision is held unenforceable, the rest stays in effect and the unenforceable provision is reformed to the minimum extent necessary.
• Assignment: you may not assign these Terms without our written consent. We may assign them in connection with a merger, acquisition, or sale of substantially all our assets.
• Notices: email is the official notice channel. We'll use the email on your application; you can reply to any Toozi email to reach us.
• No waiver: failure to enforce a provision is not a waiver.

17. Acceptance

You accept these Terms by checking the box on the Partner Program application at toozitax.app/accountant. We record the version you accepted, the timestamp, and the IP address of the submission. Continued participation in the Program after a material update constitutes acceptance of the updated Terms; we will notify you by email before any material change takes effect.