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Partner Program Agreement

Last updated 2026-04-30·5 min read

WNGUARDIAN.NET LLC
6816 Katella Ave #1026, Cypress, CA 90630
legal@winguardian.net

Document Version: 1.0  |  Effective Date: April 30, 2026  |  Governing Law: State of California, USA

WinGuardian Partner Program Agreement

This Partner Program Agreement ('Agreement') governs participation by the accepting party ('Partner') in the WinGuardian Partner Program ('Program') operated by WNGUARDIAN.NET LLC. By electronically accepting this Agreement during the Partner onboarding process — via timestamped electronic acceptance and typed full legal name — the Partner agrees to be bound by these terms.

1. Program Overview

The WinGuardian Partner Program is a structured referral and collaboration initiative operated by WNGUARDIAN.NET LLC, comprising four tiers: Early Birds, Strategic Ally, Acceleration Partner, and Ecosystem Architect. Each tier carries a defined commission rate and minimum Annual Referral Value (ARV) requirement. Full tier details are set out in the WNGUARDIAN.NET LLC Terms of Service and Partner Portal.

2. Commissions

Commissions are calculated on the net value of referred and approved client payments received by WNGUARDIAN.NET LLC. Commission rates by tier are as follows:

  • Early Birds: 10% of qualifying referred revenue
  • Strategic Ally: 15% of qualifying referred revenue
  • Acceleration Partner: 20% of qualifying referred revenue
  • Ecosystem Architect: 25% of qualifying referred revenue

Commissions are paid manually by WNGUARDIAN.NET LLC following verification of each qualifying referral. Commission rates are subject to change with 30 days' written notice to the Partner. Disputed amounts must be raised in writing within 30 days of the relevant payment date.

3. Tier Progression

Partner tiers are evaluated on a rolling 12-month ARV basis. Tier upgrades are applied automatically when the Partner's cumulative referred revenue meets or exceeds the next tier's threshold. Tier downgrades take effect immediately when ARV falls below the minimum threshold for the Partner's current tier. All Partner data and configurations are preserved on downgrade; access to higher-tier features is gated until the relevant threshold is re-met. WNGUARDIAN.NET LLC may also manually adjust a Partner's tier at its discretion, with written notice and reasons provided.

4. Partner Obligations

The Partner agrees to:

  • Refer only genuine, qualified prospects who have expressed a real interest in WNGUARDIAN.NET LLC's services
  • Accurately represent WNGUARDIAN.NET LLC's services, capabilities, and pricing to prospects
  • Not engage in deceptive, misleading, or fraudulent referral practices of any kind
  • Comply with all applicable laws, including data protection and advertising regulations, in connection with marketing activities
  • Use WNGUARDIAN.NET LLC's brand assets only as expressly permitted under the Program and Brand Guidelines

WNGUARDIAN.NET LLC reserves the right to reject any referral that does not meet its quality standards, with or without explanation, and without obligation to pay commission on the rejected referral.

5. Confidentiality

The Partner agrees to keep confidential all non-public information disclosed in connection with the Program, including WNGUARDIAN.NET LLC's pricing, commission structures, client information, and platform details. This obligation survives termination of this Agreement for a period of two (2) years.

6. Intellectual Property

WNGUARDIAN.NET LLC retains all ownership of its platform, brand assets, marketing materials, and technology. The Partner is granted a limited, non-exclusive, non-transferable, revocable licence to use approved WNGUARDIAN.NET LLC materials solely for the purpose of promoting the Partnership in accordance with the Brand Guidelines. This licence terminates immediately upon termination of the Partner's Program participation.

7. Term and Termination

This Agreement commences on the date of electronic acceptance and continues until terminated. Either party may terminate this Agreement by providing 14 days' written notice to the other. WNGUARDIAN.NET LLC may terminate immediately without notice in the event of a material breach by the Partner, including but not limited to fraudulent referral activity, misrepresentation, or breach of confidentiality. Upon termination:

  • Commissions accrued for referrals approved prior to the termination date will be paid in the ordinary course
  • Commissions for referrals submitted but not yet approved at termination are forfeited unless WNGUARDIAN.NET LLC determines at its discretion that payment is appropriate
  • The Partner must immediately cease use of WNGUARDIAN.NET LLC's brand assets and co-branded materials
  • Access to the Partner Portal is revoked

8. Warranties and Disclaimers

The Partner warrants that: (a) it has full authority to enter into this Agreement; (b) its referral and marketing activities will comply with applicable law; and (c) it will not make representations about WNGUARDIAN.NET LLC that exceed what is expressly authorised. The Program and Partner Portal are provided 'as is'. WNGUARDIAN.NET LLC makes no warranty that the Program will generate a specific level of referral revenue or commission for the Partner.

9. Limitation of Liability

WNGUARDIAN.NET LLC's aggregate liability to the Partner under this Agreement shall not exceed the total commissions paid to the Partner in the six (6) months preceding the relevant claim. WNGUARDIAN.NET LLC shall not be liable for indirect, consequential, or punitive damages under any circumstances.

10. Governing Law

This Agreement is governed by the laws of the State of California, USA, without regard to its conflict of law principles. Disputes arising under this Agreement shall be subject to the exclusive jurisdiction of the federal or state courts located in California.

11. Electronic Acceptance and E-Signature

The Partner's electronic acceptance of this Agreement during the onboarding process — including the Partner's typed full legal name, the timestamp, and the IP address recorded at the time of acceptance — constitutes a valid, binding, and legally enforceable electronic signature for all purposes under the Electronic Signatures in Global and National Commerce Act (ESIGN) and the Uniform Electronic Transactions Act (UETA). A copy of the accepted Agreement is stored in the Partner's account records and is accessible upon request.

12. Amendments

WNGUARDIAN.NET LLC may amend this Agreement with 30 days' written notice. Continued participation in the Program following the notice period constitutes acceptance of the amended Agreement. If the Partner does not accept the amended terms, it may terminate this Agreement before the effective date of the amendment without penalty.

IN WITNESS WHEREOF

By electronically accepting this Agreement, the Partner acknowledges that their typed full legal name, together with the recorded timestamp and IP address, constitutes their binding electronic signature. This acceptance is stored in the Partner's application record maintained by WNGUARDIAN.NET LLC.

WNGUARDIAN.NET LLC
6816 Katella Ave #1026
Cypress, CA 90630
legal@winguardian.net

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