This Partner Agreement ("Agreement") is entered into as of the Effective Date by and between Saluca LLC, a Delaware limited liability company doing business as Tiresias ("Saluca"), and the counterparty identified in Schedule A ("Partner").
1. Definitions
"End Customer" means a third party who subscribes to or uses the Tiresias Platform through Partner, whether by Referral (Reseller) or through a Tenant provisioned by Partner (MSSP). "MRR" means the monthly recurring revenue actually paid for access to the Platform. "Rev-Share" means the percentage of End Customer MRR payable to Partner per Schedule A. "Recruiter Override" means the additional amount payable to a Partner who recruited the selling Partner, as described in Section 7. "Referral" means an End Customer attributed to Partner via partner tracking (referral link, partner code, or the partner_id parameter).
2. Partner Types and Scope
2.1 Reseller. A Reseller receives a non-exclusive right to refer End Customers to the Platform. Resellers do not create or manage Tenants and earn Rev-Share on the MRR of attributed End Customers.
2.2 MSSP Partner. An MSSP Partner receives a non-exclusive right to create, manage, and support Tenants on behalf of End Customers, may apply white-label branding subject to Section 8.3, and earns Rev-Share on Tenant MRR or bills End Customers independently under the Partner-Billed Model.
2.3 Non-Exclusivity. All rights are non-exclusive. Saluca retains the unrestricted right to sell the Platform directly and through other partners and channels.
3. Appointment and Independent Contractor
Saluca appoints Partner on a non-exclusive basis to promote and distribute the Platform. Partner is an independent contractor with no authority to bind Saluca. No agency, employment, joint venture, or franchise relationship is created.
4. Partner Obligations
Partner shall (4.1) maintain accurate company information; (4.2) provide first-line support to End Customers (MSSP) or facilitate support handoff (Reseller); (4.3) not misrepresent the Platform's capabilities, features, or pricing; (4.4) comply with all applicable laws including GDPR, CCPA, export-control, and anti-bribery laws; (4.5) honor the server-enforced tier constraints (Tenants may only be created at Open, Starter, Pro, or Enterprise; not MSSP/SaaS; no nested child tenants); and (4.7) report security incidents to security@saluca.com within twenty-four (24) hours of discovery. Any attempt to circumvent the tier constraints is a material breach.
5. Saluca Obligations
Saluca shall maintain Platform availability per published SLAs; provide the Partner Portal (tenant management, referral tracking, revenue reporting, and Stripe Connect payout management); supply reasonable sales, marketing, and technical collateral; process Rev-Share and Recruiter Override payments per Section 7; and provide onboarding assistance including Stripe Connect account creation, API key provisioning, and license issuance.
6. Pricing and Billing
End Customer pricing follows the published Tiresias schedule (Open: Free; Starter: $49/mo; Pro: $199/mo; Enterprise: $2,499/mo; MSSP: $4,999/mo base + $199 per Tenant), subject to sixty (60) days' notice of change, with annual increases capped at ten percent (10%) absent extraordinary conditions. Under the Partner-Billed Model Partner is invoiced by Saluca and bills End Customers independently; under the Direct-Billed Model End Customers subscribe directly and Partner earns Rev-Share.
7. Revenue Share, Overrides, and Payouts
7.1 Rev-Share Percentage. The default Rev-Share is twenty-five percent (25%) of attributed End Customer MRR. Rev-Share may range from ten percent (10%) to forty percent (40%) based on partner type, expected volume, and strategic considerations, as set at approval and recorded in Schedule A. The platform share is derived by subtraction; there is no second, independent platform rate.
7.2 Calculation. Rev-Share is calculated each period on the actual paid MRR of attributed End Customers. All splits are computed in integer cents and reconcile exactly to the gross amount.
7.3 Recruiter Override. Where a Partner ("Recruiter") recruited the selling Partner, the Recruiter earns an override equal to ten percent (10%) of the selling Partner's cut. Funding of the override is tiered by the value rank of the deal's customer among the selling Partner's active customers: the selling Partner's ten (10) lowest-value active customers are seller-funded (the override is drawn from the selling Partner's share, leaving platform margin unchanged), and any customer ranked above that cutoff is platform-funded (the platform absorbs the override so the selling Partner retains their full cut). The cutoff is a customer count (default ten), value-ranked, and is overridable per Partner in Schedule A.
7.4 Payouts via Stripe Connect. Rev-Share and Recruiter Override amounts are paid by live Stripe Connect transfers to Partner's connected account. Payout runs occur monthly. Commissions age briefly before becoming payable; a run never double-pays a period.
7.5 Minimum Threshold. Amounts below the minimum payout threshold (default fifty dollars ($50)) are carried forward and roll into a later run. Directly-settled (two-party) commissions are paid at charge time and do not enter a payout run.
7.6 Lifetime Attribution; Exclusions. Rev-Share continues for the lifetime of the End Customer's subscription, subject to the Section 11 runoff. No Rev-Share is payable on free (Open) tiers, trial periods, accounts overdue more than sixty (60) days, or amounts subject to chargeback, refund, or credit. There is no clawback on previously paid Rev-Share.
7.7 Reporting and Disputes. Saluca provides itemized Rev-Share reporting in the Partner Portal — attributed customers, tiers, MRR, seller and recruiter portions, funding mode, and payout status. Disputes must be raised within thirty (30) days of the applicable report or are deemed waived.
8. Intellectual Property
Saluca retains all right, title, and interest in the Platform and grants Partner a limited, non-exclusive, revocable trademark license for marketing purposes only, terminating on expiration or termination. MSSP Partners may apply white-label branding provided a minimum "Powered by Tiresias" attribution remains visible. Partner shall not reverse engineer, create derivative works, sublicense, or use the Platform to build a competing product. Feedback is licensed to Saluca on a perpetual, royalty-free basis.
9. Confidentiality
Each party shall protect the other's Confidential Information with no less than reasonable care and use it solely to perform under this Agreement. Saluca Confidential Information expressly includes sales playbooks, battlecards, internal pricing, and Rev-Share terms and percentages. The Platform employs a zero-knowledge architecture: Saluca processes metadata only and does not access End Customer payload data. Confidentiality obligations survive two (2) years past termination.
10. Data Protection and Security
Partner shall comply with all applicable data-protection laws (GDPR, CCPA, and equivalents) for data it handles outside the Platform. Saluca is responsible for Platform security per its published practices. Each party shall notify the other within twenty-four (24) hours of confirming a breach affecting the other's data or End Customers, and the parties shall enter a DPA where required.
11. Term and Termination
The initial term is twelve (12) months and auto-renews for successive twelve-month terms absent thirty (30) days' notice of non-renewal. Either party may terminate for an uncured material breach (30-day cure). Saluca may terminate immediately for tier-constraint circumvention, material misrepresentation, fraud, reputational harm, or insolvency. On termination, Portal access is revoked within five (5) business days, Rev-Share on existing attributed End Customers continues for a ninety (90) day runoff, and accrued unpaid Rev-Share is paid within thirty (30) days subject to the minimum threshold.
12. Limitation of Liability
To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, or punitive damages. Except for confidentiality and indemnification obligations, each party's aggregate liability is capped at the amounts paid between the parties during the twelve (12) months preceding the claim. These limits form an essential basis of the bargain.
13. Indemnification
Partner indemnifies Saluca against third-party claims arising from Partner's sales practices, End Customer relationships, legal violations, or breach. Saluca indemnifies Partner against claims that the Platform, used per the documentation and this Agreement, infringes a U.S. patent, copyright, or trade secret, and against defects causing direct End Customer harm. Indemnities are conditioned on prompt notice, sole control of defense, and reasonable cooperation.
14. General Provisions
This Agreement is governed by Delaware law; disputes not resolved by good-faith negotiation are settled by binding AAA arbitration in Wilmington, Delaware, without prejudice to either party's right to seek injunctive relief for IP or confidentiality. This Agreement, together with Schedule A and executed amendments, is the entire agreement and may be amended only in a writing signed by both parties. Partner may not assign without Saluca's consent; Saluca may assign in connection with a merger or sale of assets. Notices to Saluca go to legal@saluca.com. Electronic signatures and counterparts are valid.
Schedule A — Partner-Specific Terms
Schedule A records the executed, partner-specific values: Partner legal entity; Partner Type (Reseller / MSSP); Rev-Share Percentage (default 25%, within the 10–40% band); Recruiter attribution and the customer-count funding cutoff (default 10); Rev-Share Model (Partner-Billed / Direct-Billed); minimum payout threshold (default $50); minimum sales activity; approved territory; term dates; and white-label authorization (MSSP only).
Version 1.1 — Draft — reconciled comp model (25% default, 10–40% band, 10% tiered recruiter override, live Connect payouts). For review by legal counsel before execution.