Sales Partner Agreement

Version 1. Last updated Sep 29, 2026.

Sales Partner Agreement

Version 1.0. Effective September 29, 2026.

This agreement is between VIC2RY, INC., a Canadian corporation operating the tapsplain service (the "Company"), and the individual who accepts it (the "Partner"). The Partner accepts by ticking the three boxes in the partner portal and typing their full legal name. Acceptance is recorded as described in section 12.2.

1. Definitions

Qualifying Sale means an order that meets every condition in section 5.2.

Commission means the amount payable on a Qualifying Sale under section 5.

Code means a discount code the Company issues to the Partner in the portal.

Portal means the partner area at tapsplain.com/app/partner.

Materials means the demo pages, sample cards, email generator, page designs, mascot and anything else the Company provides or publishes about tapsplain.

2. Independent contractor

  1. The Partner is an independent contractor. Nothing here creates employment, a partnership, an agency or a joint venture.
  2. The Partner chooses their own hours, territory, methods and tools, may work for anyone else including a competitor (subject only to section 10.3), pays their own expenses, and is paid on results alone. The Company sets no quota, no schedule, no territory and no mandatory script.
  3. The Partner acknowledges that they are not an employee and are not entitled to wages, overtime, vacation pay, public holiday pay, termination or severance pay under the Employment Standards Act, 2000, to workers' compensation coverage, to employment insurance, or to any Company benefit plan. The Partner is responsible for their own income tax, CPP contributions and any other statutory remittance.
  4. The Partner cannot bind the Company, sign anything for it, accept money on its behalf, or vary its published terms. Every order goes through tapsplain.com/buy and is a contract between the Company and the client.
  5. To be a Partner you must be 18 or over, a resident of Canada, verified through Stripe Identity, and not previously removed from this program for cause.

If the Company's actual conduct ever drifts from this section (setting hours, assigning territory, requiring a script), the drift governs, not the wording. Either party should raise it.

3. What the Partner does

The Partner introduces businesses to tapsplain and gives them a Code. The Partner describes the service accurately and only from the Company's current published price, description and Materials.

The Partner does not support clients, does not build pages, and does not handle client money.

4. What the Company does

  1. Provides the Portal, the demo pages, the email generator, sample cards on request, and a current statement of price and inclusions.
  2. Builds and delivers each client's page within its published time and handles all client support.
  3. Publishes and keeps current a do-not-contact list in the Portal.
  4. May change the price, the product, the commission rate or this agreement on 30 days' notice through the Portal and by email. Changes apply to orders placed on or after the effective date. Orders already placed are paid at the old rate. The Partner must re-accept the changed agreement to keep creating Codes.

5. Commission

  1. Rate. $300 CAD on a Qualifying Sale at the $800 CAD list price. On any other list price, 37.5% of list, rounded to the whole dollar (US$225 on a US$599 sale). Commission is stated and paid in the order's currency.
  2. Qualifying Sale. An order placed at tapsplain.com/buy that:
  • carries the Partner's active Code at checkout;
  • is paid in full;
  • is not refunded, reversed or charged back within 30 days of the payment date;
  • is from a business the Partner does not own, control or work for; and
  • is from a business that is not already a client and does not have an open order.
  1. Codes. The Partner may set Codes from $0 up to their full Commission, in $25 steps. A Code reduces the client's price and the Partner's Commission by the same amount. The Company's share of $500 CAD (US$374) per sale never moves because of a Partner's Code.
  2. One attribution per order. If the client uses a client referral code instead of the Partner's Code, no Commission is payable on that order. The Company's records decide attribution. A Partner who disputes attribution must raise it in the Portal within 30 days of the order date; after that the record stands.
  3. No Commission on renewals, rebuilds, second locations ordered later, or sales made with a house code, unless the Company says otherwise in writing.

6. Payment

  1. Earned. A Commission is earned on day 31 after the order's payment date, if no refund, reversal or chargeback has happened by then.
  2. Paid. Earned Commissions are paid on the 15th of the month after the month in which they were earned, by Interac e-Transfer to the address on file. If the transfer fails or is not claimed within 30 days, the Company will try once more on the next payout date. Statements sit in the Portal.
  3. Clawback and set-off. If an order is refunded or charged back after the Commission was paid, the Company may deduct the amount from the Partner's next payout, or from any other amount it owes the Partner. If nothing is owing within 90 days, the Partner repays within 30 days of an invoice.
  4. Suspension. No amount is payable to a Partner who is suspended or closed at the payout date for a breach of section 8, except Commissions earned before the breach.
  5. GST/HST. Commission is consideration for a service the Partner supplies to the Company. If the Partner is registered for GST/HST, they must give the Company their registration number, and the Company will pay the applicable GST/HST on top of the Commission against an invoice or a self-billing statement the Company issues. If the Partner is a small supplier and not registered, no GST/HST is added, and the Partner must tell the Company within 30 days of becoming registered. The Partner is responsible for remitting what they collect.
  6. Tax slips. The Company issues a T4A where a Partner is paid $500 or more in a calendar year, and will ask for the Partner's Social Insurance Number once that threshold looks likely. Refusing to provide it when required means payments stop until it is provided.

7. Prospect and client information

Personal information the Partner enters in the Portal, or receives through it, belongs to the Company and is handled under PIPEDA and the Company's privacy policy. The Partner may use it only to sell tapsplain, must not copy it out of the Portal except to send the messages this agreement allows, must not sell or share it, and must delete any local copy when this agreement ends. The Partner will pass on any privacy complaint or access request within 5 business days rather than answering it themselves.

8. Conduct rules

Breaking any of these is cause for ending this agreement immediately and for losing Commissions not yet earned.

  1. Never promise a rating, a review count, a rank, or any business result.
  2. Never describe tapsplain as a way to block, hide, filter, gate or suppress Google reviews, or as a way to get reviews in exchange for anything of value. One instance ends this agreement. It is the single rule the Company will not discuss, because a client who believes it will eventually lose their reviews and will be right to blame us.
  3. Never misstate the price, what's included, the refund terms, the delivery time or who the Company is. Never claim to be Google, a Google partner or reseller, or an employee of the Company.
  4. Commercial email. Comply with Canada's Anti-Spam Legislation and, for any US recipient, CAN-SPAM. Send only from the Partner's own address, include the identification and unsubscribe footer the generator produces, honour a stop request within 10 business days, and never buy or scrape a list. The Partner is responsible for any penalty arising from their own messages.
  5. Do not contact a business marked do-not-contact in the Portal, or one that has asked the Partner to stop.
  6. No auto-dialled calls, no SMS blasts, and no door-to-door visits to buildings that prohibit solicitation.
  7. Use the Materials as provided. Don't alter them. Don't register domains, run ads, or operate social accounts or websites using the tapsplain or VIC2RY names without written consent. Don't bid on the Company's brand terms in paid search.
  8. Confidentiality. Keep non-public information confidential during this agreement and for 2 years after it ends: other partners' terms, client lists, prospect lists, unreleased products and pricing plans. This does not cover information that becomes public without the Partner's fault, or a disclosure the law requires.

9. Indemnity

The Partner will indemnify the Company against any claim, penalty, fine or reasonable legal cost that arises from the Partner's own misrepresentations, the Partner's electronic messages, the Partner's handling of personal information, or a breach of section 8. The Company will tell the Partner promptly about any such claim and will not settle it without the Partner's consent, which the Partner will not withhold unreasonably.

10. Term and ending

  1. This agreement starts on acceptance and runs until either side ends it on 14 days' notice, or the Company ends it immediately for a breach of section 8.
  2. On ending: Codes are switched off, and the Portal stays read-only for 90 days so statements can be downloaded. Commissions already earned are paid on the normal schedule. Commissions on orders still inside their 30-day window are paid if they qualify, unless the agreement ended for a breach of section 8.
  3. Non-solicitation. For 12 months after this agreement ends, the Partner will not approach a business they introduced to the Company, or learned of through the Portal, to buy a competing feedback or review product. There is no non-compete: the Partner may sell anything to anyone else, including a direct competitor's product, from the day this ends.
  4. Survival. Sections 6.3, 7, 8.8, 9, 10.3, 11, 12 and 13 survive.

11. Intellectual property and liability

  1. The Materials, marks, mascot, page designs and generated emails belong to the Company. The Partner's licence to use them ends when this agreement does.
  2. The Company's total liability to the Partner, for everything, is limited to Commissions that are earned and unpaid.
  3. Neither side is liable to the other for indirect or consequential damages, including lost profit or lost opportunity. Section 9 is not limited by this clause.

12. Acceptance and notices

  1. Clicking "I agree" and typing your name is a signature under the Electronic Commerce Act, 2000 (Ontario).
  2. The Company's acceptance record stores the exact text shown, the version, the Partner's typed name, the date and time, the IP address, which of the three boxes were ticked, and the result of the identity check. It is evidence of this agreement.
  3. Notices go through the Portal and to the email address on file, and take effect the next business day.

13. General

  1. Governing law. Ontario and the federal laws of Canada that apply there. Courts of Ontario; claims under $35,000 to the Ontario Small Claims Court.
  2. Entire agreement. This is the whole agreement on this subject and replaces anything said in recruiting.
  3. Severability. If part of it can't be enforced, the rest still applies, and a court may read down an unenforceable restriction rather than strike it.
  4. Assignment. Only the Company may assign, and only to a buyer of the tapsplain business.
  5. No waiver. Not enforcing something once doesn't give it up.
  6. No third-party beneficiaries, except that section 9 may be relied on by the Company's directors and officers.
  7. Force majeure. Neither side is in breach for a delay caused by something outside its reasonable control. This does not excuse paying money already earned.
  8. Language. This agreement is in English and the Partner confirms they can read it. Les parties ont expressément exigé que la présente entente soit rédigée en anglais.