QuantumLayers Partner Program Agreement

Version 1.0 | Effective: November 5, 2026

Table of Contents

Key Terms at a Glance

This summary is for convenience only. If it conflicts with the sections below, the sections below govern.

TermCurrent value
Individual Pro subscriptions25% of each Qualifying Payment, for as long as the customer stays subscribed
Startup organization plans10% of each Qualifying Payment
Enterprise organization plans5% of each Qualifying Payment
Commission baseAmount actually collected, excluding taxes, refunds, chargebacks and credits
Attribution window30-day cookie from the last click on a Referral Link
Attribution lockFixed when the Referred Customer creates their account
Payout methodTransfer to the Partner’s Stripe Connect Express account, in USD
Payout thresholdUS$100 minimum (Partner may set a higher one)
Self-referralsNot eligible
Alternative for non-partnersReferral discount on the user’s own Pro plan (25% per active referral); mutually exclusive with cash commissions
Changes to termsAllowed at any time on notice; never retroactive to Referred Customers already attributed
Governing lawQuébec, Canada

1. Agreement and Definitions

1.1 Parties. This Partner Program Agreement (the “Agreement”) is between QuantumLayers Ltd. (“QuantumLayers,” “we,” “us”) and the person or entity that registers for the QuantumLayers Partner Program (the “Partner,” “you”). If you register on behalf of an entity, you confirm you have authority to bind it.

1.2 Acceptance. You accept this Agreement by ticking the acceptance box on the Partner registration form, or by participating in the Program. This Agreement supplements the QuantumLayers Terms of Service and Privacy Policy, which continue to govern your use of the Service. If they conflict, this Agreement governs your participation in the Program.

1.3 Definitions.

  • “Program” means the QuantumLayers Partner Program described in this Agreement.
  • “Service” means the QuantumLayers data analytics platform and related products.
  • “Referral Link” means the unique URL containing your referral code (?ref=<code>) that we provide in your Partner dashboard, including links embedded in the Partner Badge.
  • “Referred Customer” means a new QuantumLayers user who creates an account through your Referral Link within the Attribution Window and is attributed to you under Section 3.
  • “Referral Date” means the date a Referred Customer creates their QuantumLayers account.
  • “Qualifying Payment” means a payment a Referred Customer actually makes to QuantumLayers for a paid subscription (individual Pro, or an organization plan they create), net of taxes, refunds, chargebacks, credits, discounts and payment-processor reversals.
  • “Commission” means the amount payable to you on a Qualifying Payment under Section 4.
  • “Commission Schedule” means the commission rates, payout rules and other commercial terms published on the Partner page, as in effect on a given date.
  • “Partner Badge” means the “Approved QL Partner” badge and embed code we provide.
  • “Partner Directory” means the public page listing verified Partners.
  • “Marks” means QuantumLayers’ names, logos, trademarks and brand assets.

2. Enrollment and Partner Obligations

2.1 Eligibility. Any holder of a QuantumLayers account in good standing who is at least 18 years old (or the age of majority where they live) may register. We may refuse, suspend or revoke participation of anyone, including where we cannot lawfully pay them or where Section 5 has been breached.

2.2 Registration. You must provide a business name, website URL, business description and logo. You confirm this information is accurate and you will keep it current. Your Partner account is activated on submission.

2.3 Payout account. Connecting a Stripe Connect Express account is required to receive cash payouts but not to accrue Commissions. You must complete Stripe’s identity and tax verification. You are responsible for the accuracy of your payout details.

2.4 Exclusivity of rewards. Registering as a Partner switches your referrals from the standard user referral discount to cash Commissions. You cannot receive both for the same Referred Customer. If you leave the Program, Section 7.4 governs what happens to existing referrals.

2.5 Partner Badge and Directory. Placing the Partner Badge on the website URL in your profile qualifies you for a listing in the Partner Directory once verified. We re-check the badge periodically (currently daily). We may remove a listing if the badge is removed, if your site is unreachable for more than 7 days, or at our discretion. A Directory listing is not an endorsement, certification or guarantee of your services, and we do not guarantee any volume of leads.

2.6 Your obligations. You will:

  1. Promote the Service accurately, using only current features, pricing and claims published by QuantumLayers.
  2. Clearly disclose your relationship with QuantumLayers and that you may earn a Commission, as required by applicable law (including Competition Bureau of Canada guidance and the U.S. FTC Endorsement Guides).
  3. Comply with all applicable laws, including anti-spam (CASL, CAN-SPAM), consumer protection, privacy and advertising laws.
  4. Be solely responsible for any services you provide to Referred Customers, such as implementation, consulting or training.
  5. Not make any commitment, warranty or representation on behalf of QuantumLayers.

3. Referrals and Attribution

3.1 Tracking. When a visitor clicks your Referral Link, we store your referral code in the visitor’s browser for 30 days (the “Attribution Window”). If the visitor clicks another partner’s Referral Link during that time, the most recent link replaces yours.

3.2 Attribution. A visitor becomes your Referred Customer only if they create a new QuantumLayers account during the Attribution Window while your code is the one stored. Attribution is fixed at the Referral Date and does not change afterwards.

3.3 Not attributable. You are not credited for:

  • Your own account, or accounts you or your affiliates control or pay for;
  • Users who already had a QuantumLayers account before clicking your link;
  • Signups where the referral code was not captured, for example because the visitor blocked cookies or browser storage, or cleared them;
  • Accounts created through fraud, incentivised signups not permitted under Section 5, or in breach of this Agreement.

3.4 Our records control. Our tracking records are the sole basis for determining attribution and Commissions. We are not liable for tracking failures caused by browsers, ad blockers, third-party systems or circumstances outside our reasonable control. If you believe a referral was missed, tell us within 60 days of the Referral Date and we will review it in good faith; our decision is final.

3.5 No manual credits. We do not use coupon codes or manual attribution unless we agree to it in writing.

4. Commissions and Payment

4.1 Rates. For each Qualifying Payment by a Referred Customer, you earn the rate in the Commission Schedule that applied on that customer’s Referral Date (Section 6). The rates in effect on the effective date of this version are:

Plan purchased by the Referred CustomerCommission rate
Individual Pro subscription25%
Startup organization plan10%
Enterprise organization plan5%

4.2 Duration. Commissions are recurring. You earn them on every Qualifying Payment for as long as the Referred Customer keeps a paid subscription and this Agreement remains in force, subject to Section 7.4.

4.3 Accrual. A Commission accrues when we receive a Qualifying Payment. Accrued Commissions show as “pending” in your dashboard until paid.

4.4 Payout threshold. We pay pending Commissions once your pending balance reaches your payout threshold. The minimum threshold is US$100; you may set a higher one in your dashboard. Balances below the threshold carry forward.

4.5 Method and currency. We pay by transfer to your connected Stripe Connect Express account, in U.S. dollars. You bear any fees, currency conversion costs or charges imposed by Stripe or your bank. Commissions accrued before you connect an account are held and paid once it is connected and the threshold is met.

4.6 Refunds, chargebacks and adjustments. If a Qualifying Payment is refunded, charged back, reversed or credited, the related Commission is cancelled. If it has already been paid, we may deduct it from future Commissions or ask you to repay it within 30 days. We may also correct any overpayment or error.

4.7 Holds. We may withhold Commissions while we investigate suspected fraud, abuse or breach of this Agreement. Commissions earned through such conduct are forfeited.

4.8 Unclaimed balances. If you do not connect a valid payout account within 24 months of a Commission accruing, or if we cannot lawfully pay you, that Commission may be forfeited after 30 days’ notice to your account email.

4.9 Taxes. Commissions are inclusive of any taxes you owe. You are responsible for reporting and paying your own income, sales, GST/HST or other taxes. You will provide any tax forms or information we or Stripe reasonably request, and we may withhold amounts where required by law.

4.10 Statements and disputes. Your dashboard shows referrals, accrued, pending and paid Commissions. You must raise any dispute about a Commission within 90 days of the date it accrued or should have accrued; otherwise it is deemed accepted.

5. Promotion, Prohibited Activities and Trademarks

5.1 Prohibited activities. You will not, and will not let anyone acting for you:

  1. Bid on, or use in paid search or social ads, keywords or domains containing “QuantumLayers” or confusingly similar terms, or direct-link paid ads to quantumlayers.com, without our written approval.
  2. Register domains, social handles or app names containing the Marks.
  3. Send unsolicited email, messages or other spam, or buy or use lists of contacts who have not consented.
  4. Use cookie stuffing, forced clicks, pop-ups, iframes, toolbars, adware, URL masking or any method that sets your code without a genuine click.
  5. Offer cash, rebates or other incentives to sign up, unless we approve them in writing.
  6. Post your Referral Link on coupon, cashback, deal or incentive sites.
  7. Impersonate QuantumLayers or suggest you are QuantumLayers, its employee or its official support.
  8. Make false, misleading or unsubstantiated claims about the Service, its pricing, security or results.
  9. Promote the Service on sites or channels containing unlawful, hateful, sexually explicit, violent or infringing content, or that target children.
  10. Refer yourself, create multiple accounts, or otherwise manipulate attribution.

5.2 Licence to use the Marks. During the term, we grant you a non-exclusive, non-transferable, revocable, royalty-free licence to use the Marks, the Partner Badge and the materials in the Affiliate Marketing Kit only to promote the Service under this Agreement and our brand guidelines. You may adapt Kit materials for your audience but may not alter the Marks. All goodwill from use of the Marks benefits QuantumLayers.

5.3 Your materials. You grant us a non-exclusive, worldwide, royalty-free licence during the term to display your business name, logo, website URL and description in the Partner Directory and in materials promoting the Program. You confirm you have the rights to grant this licence.

5.4 Review and takedown. We may review your promotional materials at any time. You will remove or correct any material we reasonably object to within 5 business days of our request.

6. Changes to the Program and this Agreement

6.1 Right to change. We may change the Commission Schedule, the Program or this Agreement at any time. We will post the updated terms on this page with their effective date and email the address on your account at least 15 days before a change that reduces your Commissions takes effect. Other changes may take effect when posted.

6.2 No retroactive changes. A change applies only to Referred Customers whose Referral Date is on or after the change’s effective date. Each Referred Customer stays on the Commission Schedule in effect on their Referral Date (“Locked Terms”) for as long as Commissions remain payable for that customer, including:

  • the commission rate for each plan type;
  • the duration of Commissions; and
  • any later plan change by that customer, such as an upgrade from Pro to an organization plan, which earns the rate the Locked Terms set for the new plan.

6.3 What may apply to everyone. Despite Section 6.2, the following may apply to all Partners from their effective date, because they do not reduce Commissions already agreed:

  1. Operational changes such as payout method, payout timing, dashboard features, or the payout threshold (provided the minimum threshold is not raised above US$100 for balances already accrued);
  2. Changes to Section 5 (promotional rules), the Partner Badge or the Partner Directory;
  3. Changes required by law, a court or a payment provider; and
  4. Any change that is more favourable to you.

6.4 Your choice. If you do not accept a change, you may terminate this Agreement under Section 7.2 before it takes effect. Continuing in the Program after the effective date means you accept the change for new Referred Customers.

6.5 Record of versions. We will keep previous versions of the Commission Schedule available on request so you can confirm the Locked Terms for any Referred Customer.

7. Term and Termination

7.1 Term. This Agreement starts when you register and continues until terminated.

7.2 Termination for convenience. Either party may terminate this Agreement at any time with 30 days’ written notice. You may give notice by email or by closing your Partner account; we may give notice to your account email.

7.3 Termination for cause. We may suspend or terminate this Agreement immediately if you breach Section 5, commit or attempt fraud, breach any other term and fail to cure it within 10 days of notice, or if continuing would expose us to legal or regulatory risk.

7.4 Effect of termination.

SituationExisting Referred CustomersPending balance
We terminate for convenience (7.2)Commissions keep accruing under their Locked TermsPaid under Section 4
You terminate (7.2)Commissions stop accruing on the termination datePaid within 60 days, even if below the threshold, once you have a connected payout account
We terminate for cause (7.3)Commissions stop accruing immediatelyUnpaid amounts linked to the breach are forfeited; others are paid within 60 days

7.5 On termination you will stop using the Marks, remove the Partner Badge and Referral Links from your materials within 10 days, and we will remove your Partner Directory listing. Referral Links clicked after termination earn nothing.

7.6 Survival. Sections 4.6, 4.9, 7.4, 8 and 9 survive termination, as does any other term that by its nature should.

8. Confidentiality, Data, Warranties and Liability

8.1 Confidentiality. Non-public information we share with you about the Program, our products, roadmap, pricing or customers is confidential. You will use it only for the Program and not disclose it, except as required by law.

8.2 Customer relationship and data. Referred Customers are customers of QuantumLayers, governed by our Terms of Service and Privacy Policy. Your dashboard may show limited referral information; you will not use it for any purpose other than the Program. You will not access a Referred Customer’s account or data unless that customer authorises you separately. Each party will comply with applicable privacy law (including PIPEDA and, where applicable, GDPR) for personal information it handles.

8.3 Your warranties. You represent that you have the right to enter this Agreement, that your content and promotional activities do not infringe anyone’s rights, and that you will comply with applicable laws.

8.4 Disclaimer. The Program, the Partner Badge, the Partner Directory and the Service are provided “as is.” We do not guarantee any level of referrals, Commissions or Directory traffic, or that the Service or tracking will be uninterrupted or error-free.

8.5 Limitation of liability. To the extent permitted by law, neither party is liable for indirect, incidental, special, consequential or punitive damages, or lost profits. Our total liability under this Agreement is limited to the Commissions paid or payable to you in the 12 months before the claim arose.

8.6 Indemnity. You will defend and indemnify QuantumLayers, its affiliates, officers and employees against third-party claims, losses and costs (including reasonable legal fees) arising from your promotional activities, your services to Referred Customers, your content, or your breach of this Agreement.

9. General

9.1 Independent contractors. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, franchise or employment relationship, despite the use of the word “Partner.” You have no authority to bind QuantumLayers.

9.2 Non-exclusivity. You may promote other products, and we may work with other partners, including in your market.

9.3 Assignment. You may not assign this Agreement without our written consent. We may assign it in connection with a merger, acquisition or sale of assets, and your Locked Terms carry over to the assignee.

9.4 Notices. We send notices to the email on your account. You send notices to contact@quantumlayers.com. Email notices are effective when sent.

9.5 Governing law. This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada that apply there. The courts in Toronto, Ontario have exclusive jurisdiction.

9.6 Entire agreement. This Agreement, the Commission Schedule and the documents it references are the entire agreement on the Program and replace any earlier understanding. If a provision is unenforceable, the rest remains in effect. A failure to enforce a right is not a waiver.

9.7 Force majeure. Neither party is liable for delays caused by events beyond its reasonable control, other than payment obligations already due.

Questions about this Agreement? Contact the QuantumLayers team at contact@quantumlayers.com

Version 1.0 | Effective: November 5, 2026