Partner Agreement

1. Definitions and the Two Roles

This agreement governs two roles you may take on top of your Metaplexus membership:

• Service Provider ("Provider"): a member who provides and sells their own services through the platform, for example as an Atrium provider, a Haven community leader, or through Codec Logistics.
• Affiliate: a member who promotes and refers Metaplexus's own services and earns commission on the qualifying sales that result. The name we use for an Affiliate publicly is Ambassador; the two words mean the same thing in this agreement.

Because a Service Provider also refers, every Service Provider is also an Affiliate; not every Affiliate is a Service Provider. One acceptance of this agreement covers both roles, so adding or switching a role needs no new paperwork. You take these roles as an independent contractor and independent business, not as an employee or agent of Metaplexus LLC, and you have no authority to make agreements, promises, or obligations on our behalf.

2. Independent Contractor and Taxes

You are an independent contractor for all purposes and are solely responsible for your own income and self-employment taxes; we do not withhold taxes for you. At enrollment you must provide accurate tax information (such as a Form W-9 for U.S. persons, or the applicable equivalent). Where required, we will issue a Form 1099-NEC or other applicable tax form (for U.S. payees, generally when we pay you $600 or more in 2025, and $2,000 or more from 2026 onward, as thresholds change by law).

3. How You Are Paid; Credits; Designated Merchant; Agent of the Payee

You may be paid in cash, in platform credits or points, or in a mix, as described in the Schedule. By accepting this agreement you become a designated merchant within Metaplexus's closed-loop credits system: you are an authorized merchant in that network, you may receive platform credits and points, and you agree those credits are redeemable only inside the Metaplexus ecosystem and its designated merchants, as described in the member Terms.

Agent of the payee. When members pay for services on the platform, Metaplexus receives those payments solely as the limited agent of the payee (you, the Service Provider). Receipt by Metaplexus as your agent is treated as receipt by you, and we then settle your share to you net of the platform fee. This payment-collection structure is for the convenience of the parties; it does not make Metaplexus a bank, a money transmitter, or a fiduciary, and we are not responsible for the underlying transaction beyond facilitating payment.

4. Required Disclosure of Your Connection (FTC)

Because you have a financial or other material connection to Metaplexus, the U.S. Federal Trade Commission's Endorsement Guides (16 C.F.R. Part 255) require you to disclose it. You agree to make a clear and conspicuous disclosure of your relationship with Metaplexus every time you promote, recommend, endorse, or sell, placed close to the message, in plain language (for example, "I'm a Metaplexus Ambassador and earn commission on referrals," or the text we provide), and not buried in a link or hashtag. You will not make false, misleading, or unsubstantiated claims, and you will not make income or earnings claims about the program to others unless we provide a written, substantiated statement for you to use. You will comply with the CAN-SPAM Act, the TCPA, and other advertising, marketing, and consumer-protection laws, respect the privacy of people you contact, and honor opt-out requests.

5. Use of Our Brand and Materials

We grant you a limited, non-exclusive, non-transferable, revocable license to use the Metaplexus and MetaDock names, logos, referral links, and approved materials solely to carry out your role and only in accordance with our brand guidelines. This is a license to promote and operate within the platform, not a license to operate a business of your own under our marks. You may not alter our marks, use them in a misleading way, register confusingly similar names or domains, or imply you are employed by or speak for Metaplexus. The license ends automatically when your role ends, and you must stop using our marks and materials at that time. Metaplexus™, MetaDock™, Haven™, Soliton™, Atrium™, Virtus™, Transmission™, and Codec Logistics™ are trademarks of Metaplexus LLC.

6. The Schedule, and Changes to This Agreement

The Schedule. All amounts and rates, including the platform fee, points and reward ratios, percentage-back, payout thresholds, and any package pricing, live in the Schedule, the current set of rates and amounts we publish at metadock.io/legal/schedule and present to you at enrollment, not in the body of this agreement. The Schedule is incorporated into and forms part of this agreement by reference.

Changes. We may modify this agreement and the Schedule from time to time. We will notify you of changes by email or through the Service. Your continued participation after a change takes effect means you accept it. If you do not agree to a change, your remedy is to stop participating and, if you wish, close your account or role. Changes are prospective only and do not reduce commissions or credits you have already properly earned. We keep a version number and effective date on this agreement, and your acceptance is recorded with that version, a timestamp, and (where collected) your IP address.

7. Term, Termination, and Effect

Either party may end a role at any time, with or without cause. Until your enrollment in a role is accepted you may withdraw without obligation. On termination, your brand and promotional licenses end, your listings (if any) are removed, pending transactions are completed or refunded as appropriate, and amounts you have properly earned and that have cleared are paid according to the Schedule, net of fees and any offsets. Your membership continues unless separately terminated under the member Terms. Sections that by their nature should survive termination (fees owed, taxes, disclaimers, limitation of liability, indemnification, and dispute resolution) survive.

8. Disclaimers, Liability, and Indemnification

Participation is provided "as is." To the fullest extent permitted by law, the disclaimers and the limitation of liability in the member Terms apply to your participation in either role. You agree to indemnify and hold harmless Metaplexus LLC and its members, officers, employees, and agents from claims, damages, and reasonable expenses (including legal fees) arising from your promotional activity, your statements or claims, your services or listings, your interactions with customers, your tax or licensing obligations, or your violation of this agreement or of any law or third-party right.

9. Governing Law, Disputes, and Contact

This agreement is governed by the laws of the State of Texas and is subject to the dispute-resolution, binding-arbitration, and class-action-waiver provisions in Section 16 of the member Terms, which are incorporated here by reference. Questions can be sent to Metaplexus LLC at contact@metadock.io.

AF1. The Affiliate Role

As an Affiliate (Ambassador) you promote and refer Metaplexus's own services and earn commission on the qualifying sales that result. You promote our services; you do not operate a Metaplexus-branded business or outlet of your own. Metaplexus delivers the services; you market them. Our services are sold at the prices we set; you choose your own promotional methods and operate independently, and we offer optional tools and training but do not control how you operate. This is an affiliate and referral program: you earn on real sales to real customers, not for recruiting or signing people up, and we do not promise to provide you with customers, leads, or any level of earnings.

AF2. Affiliate Enrollment and the Ambassador Package

To be an Affiliate you must be a member in good standing, accept this agreement, and complete enrollment, which includes a one-time purchase of an Ambassador package of tools, training, and system access of genuine value. That purchase is for those materials and is not a payment for the right to earn or to recruit. Pricing, and any refund or return terms for the package, are presented to you at purchase. To receive any monetary reward you must be at least 18 years old and provide the tax and payout information we require. We may approve, decline, pause, or end Affiliate status at our discretion.

AF3. Affiliate Rewards

You earn commission and other rewards on the qualifying sales and referrals you make, as set out in the compensation plan and the Schedule presented at enrollment. The rates and rules live there, not in this agreement, so they can change by notice. You earn from actual qualifying sales to real customers, not from recruiting or enrolling others. We determine in good faith whether a sale or referral qualifies, and we may withhold or reverse rewards for cancellations, refunds, chargebacks, fraud, or breach. Participation does not guarantee any income; any income depends on the sales you actually make, and we do not make earnings claims without the reliable evidence and disclosures the law requires.

SP1. The Service Provider Role

As a Service Provider you provide and sell your own services through one or more MetaDock surfaces, for example as an Atrium provider, a Haven community leader, or through Codec Logistics. You do so as an independent business. You control how you deliver your services; we provide the platform, payment facilitation, and audience that connect you with members. To become a Service Provider you must be a member in good standing, be at least 18 years old, complete enrollment, and provide accurate business, tax, and payout information.

SP2. Your Listings and Services

You are solely responsible for the services, content, listings, descriptions, pricing, and availability you publish, and for delivering what you advertise. Your listings and services must be accurate and lawful and comply with all laws and professional standards in your field. You are responsible for the quality, safety, and outcome of your services. You represent that you hold all licenses, certifications, registrations, and insurance your services require, and you will not make medical, health, therapeutic, financial, legal, or other regulated claims you cannot substantiate or are not licensed to make. Metaplexus does not verify Service Providers' credentials, licenses, or qualifications and does not endorse any Service Provider. Members are responsible for evaluating Service Providers.

SP3. The Platform Fee (how the money works)

On the services you provide and sell through the platform, Metaplexus retains a flat platform fee and you keep the rest; the current fee is stated in the Schedule. That platform fee is the only cut Metaplexus takes from your sale. Affiliate and customer rewards on your sale are funded out of that platform fee, never added on top of it, and you never pay a separate referral fee to an Affiliate.

SP4. Payments, Payouts, and Taxes

We facilitate payments from members to you (as your agent under Section 3) and settle your share, net of the platform fee, on the schedule and minimum-threshold rules in the Schedule. You are solely responsible for your income and self-employment taxes as described in Section 2.

Sales tax and marketplace facilitator

Where Metaplexus acts as a marketplace facilitator under applicable state law, we may be required to calculate, collect, and remit sales tax on facilitated transactions, and we will do so where required. Otherwise, you are responsible for any sales, use, or other transaction taxes that apply to your services.

Refunds and chargebacks

Refunds, cancellations, and chargebacks follow the policies presented at the point of sale. We may deduct, offset, or reverse amounts (including fees and prior payouts) to account for refunds, chargebacks, fraud, or breach.

SP5. Conduct, Compliance, and Anti-Circumvention

You will deal honestly and professionally, honor your commitments to customers, and comply with all laws applicable to your services, including licensing, consumer-protection, advertising, and anti-discrimination laws. You will not solicit members to transact off-platform to avoid fees, and you will not misuse member data you receive to provide a service. You maintain any insurance appropriate to your services. You also grant us a non-exclusive license to display your name, marks, listings, and content to operate and promote the marketplace and your offerings.

SP6. Your Services Are Yours, Not Ours

Metaplexus is not a party to the agreement between you and your customers for your services, and is not responsible or liable for those services, their quality, safety, legality, or outcome. You are responsible for any harm arising from your services, and you will carry any insurance appropriate to them. This allocation of risk is part of the basis on which we make the platform available to you.

AT1. Providing Services on Atrium

Atrium is the services marketplace, covering one-on-one sessions, project-based work, and local services. As an Atrium Service Provider you publish accurate listings, set your pricing within platform rules, and honor bookings you accept. You are responsible for your own qualifications, licensing, scheduling, cancellations, and the delivery and outcome of your services. The relationship for the underlying service is between you and the customer; Metaplexus facilitates discovery and payment but is not the provider of the service. Cancellation, no-show, and refund rules follow the policies presented at booking.

SO1. Hosting Paid Sessions on Soliton

As a Soliton Service Provider you may host paid calls, sessions, events, workshops, or demos, and may offer solutions you build on Soliton (such as automations or assistant tools). You are responsible for the content and solutions you deliver and for complying with the recording, consent, AI, automation, and data-collection rules in the Soliton section of the member Terms, including obtaining any consent required before recording or applying AI processing, and complying with the rules of any third-party platform you connect and the laws governing automated messages and data collection. Pricing, access, and refund rules for anything paid follow the policies presented at purchase.

CD1. Selling Products on Codec

Codec Logistics is the marketplace for physical products. As a Codec Seller you are a Service Provider for purposes of this agreement, and the Common Terms in Part 1 and the Service Provider terms in Part 3 apply to you; where those terms say "services," read "products" for your Codec activity, together with the product-specific terms in this section. You sell your products as an independent business; Metaplexus provides the marketplace, fulfillment, and payment facilitation. To sell on Codec you must be a member in good standing, be at least 18 years old, complete enrollment, and provide accurate business, tax, and payout information.

You are solely responsible for your product listings, descriptions, images, pricing, and inventory, and for the products themselves. Your listings must be accurate and must not be misleading. You set your prices within platform rules.

CD2. Fulfillment by Codec Logistics

Where you use our fulfillment service, you send your inventory to us and we store, pack, and ship it to customers on your behalf. You are responsible for the accuracy, condition, labeling, and lawful packaging of the inventory you send, and for keeping enough stock to meet the orders you accept. Title to your products stays with you until they are sold to a customer; we hold and handle them as your fulfillment agent, not as owner. You grant us the license needed to store, handle, pack, label, ship, and depict your products to operate the marketplace and fulfill orders. We will take reasonable care of inventory in our possession; except for loss or damage caused by our failure to take reasonable care, you bear the ordinary risks of your inventory, and you are responsible for insuring it as you see fit. We may refuse, return, or dispose of inventory that is unsafe, unlawful, prohibited, or that violates this agreement, as described in our seller and fulfillment policies.

CD3. Product Warranties, Safety, Recalls, and Liability

For every product you sell, you represent and warrant that: you have the right to sell it; it is authentic and not counterfeit, and does not infringe anyone's intellectual property; it is safe, lawful to sell and ship to the destination, and complies with all applicable product-safety, labeling, packaging, and consumer-protection laws; and any claims you make about it are truthful and substantiated. You will not list prohibited, recalled, hazardous, or illegally restricted items. If a product you sell is recalled or found unsafe, you are responsible for handling the recall and will cooperate with us and with authorities; we may remove listings and halt fulfillment. You are responsible for any harm caused by your products, and you carry product-liability insurance appropriate to what you sell. Metaplexus does not manufacture, inspect, or endorse your products and is not the seller of them; as between you and Metaplexus, product liability is yours, consistent with Sections SP2 and SP6.

Regulated products. If you sell products subject to special rules (for example supplements or wellness products, consumables, or age-restricted goods), you are responsible for meeting every requirement that applies (such as required disclosures and "not evaluated by the regulator" statements, age verification, and licensing or shipping restrictions). You will not sell such products unless you are authorized to and fully compliant.

CD4. Product Payments, Platform Cost-Share, Sales Tax, and Returns

How the money works for products. On products you sell through Codec, Metaplexus retains a platform and logistics amount and you keep the rest; the current amount, and any share of real packaging and shipping costs, are stated in the Schedule and settled on the payout schedule there. As with services, we facilitate payment from the customer to you as your agent of the payee under Section 3, and the platform cut is the only margin we take on your sale; customer and affiliate rewards are funded from it, never added on top, and you never pay a separate referral fee.

Sales tax and marketplace facilitator

For product sales, where Metaplexus is a marketplace facilitator under applicable state law we will calculate, collect, and remit sales tax on facilitated product transactions as required. You are responsible for providing accurate product tax information (such as tax categories) and for any taxes that remain your responsibility.

Returns, refunds, and chargebacks

Product returns, refunds, replacements, and chargebacks follow the policies presented at the point of sale and our seller policies. We may deduct, offset, or reverse amounts (including fees and prior payouts) to account for returns, refunds, chargebacks, fraud, or breach, as in Section SP4.