How the Gadget Partner Program works

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Partner program agreement

Last updated: June 29, 2023

The purpose of this Agreement is to establish the terms and conditions under which the Partner will promote and distribute Gadget's services. In return for promoting Gadget's services, the Partner will receive a revenue share on subscription fees and additional developer seat fees on the terms set out in this Agreement. This collaboration is expected to mutually benefit both parties by broadening the market reach of Gadget’s services and providing the Partner with an opportunity to augment their income stream.

Both parties, acknowledging the mutual benefits to be derived from this Agreement, agree to the terms and conditions set forth herein.


  • "Agreement" refers to the current partnership agreement, including any amendments or addendums that may be incorporated from time to time.
  • "Gadget" refers to the company Gadget Software, Inc. of 43 Eccles St Unit B, Ottawa, ON K1R 6S3, Canada.
  • "Partner" refers to any individual, agency, or organization entering into this agreement with Gadget for the purpose of the Gadget Partner program.
  • "Revenue share" refers to the 20% share of the Subscription fees and additional developer seat fees, net of any sales or similar taxes, actually received by Gadget from the users referred to Gadget by the Partner, as specified in this agreement.
  • "Services" refers to the products and services offered by Gadget from time to time.
  • Subscription fees refers to the monthly plan fees on the Hobby, Pro, and Premium plans, including the cost of additional developer seats, as outlined in Gadget's pricing plans ( Subscription fees do not include any additional fees related to Hosting, nor do they include any sales or similar taxes that may be imposed.

Partner Responsibilities

As a Gadget Partner, you will be expected to:

  • Promote Gadget's services and products within your professional networks and clientele in a manner consistent with Gadget’s guidelines as may be issued by Gadget from time to time, ensuring accurate representation of Gadget's features, benefits, and pricing plans.
  • Develop and maintain proficiency with Gadget's platform and its integrations, in order to provide accurate, high-quality advice and support to potential or current Gadget users.
  • Protect the good name and reputation of Gadget in undertaking your activities under this Agreement, including without limitation by not associating Gadget with content that is unlawful in any manner, or which is otherwise harmful, threatening, defamatory, obscene, offensive, harassing, sexually explicit, violent, discriminatory, which is damaging to the good name and reputation of Gadget, or otherwise objectionable in Gadget’s sole discretion.
  • Act in compliance with all applicable laws and good industry standards, including without limitation by not sending unsolicited electronic messages to multiple unrelated recipients (“Spamming”) in promoting Gadget, or otherwise to engage in any other form of mass electronic communications prohibited by law in connection with activities contemplated under this Agreement

Gadget Responsibilities

As part of this partnership, Gadget commits to:

  • Providing comprehensive training and ongoing support for the Partner, enabling you to understand and communicate Gadget's offerings effectively.
  • Offering access to marketing materials, sales resources, and technical documentation needed to promote Gadget's services.

Prospects and Contracting 

Gadget reserves the right to (a) enter into any agreements with any prospect referred by Partner (each a “Prospect”) on terms and conditions acceptable to Gadget , or to not enter into any agreements at all; (b) set prices for Gadget products and services, (c) independently or through its licensees, distributors or agents, market Gadget products and services to any and all customers worldwide (other than for the purpose of circumventing Gadget Partner), (d) provide services with respect to its products according to Gadget’s own standard practices; and (e) enter into similar arrangements with third parties. Partner has no authority, without the prior written consent of Gadget, to bind Gadget to any contract, representation and/or understanding concerning Gadget, or any Service offered by Gadget. Partner shall limit its descriptions of the Services to the marketing information provided by Gadget. Partner shall not make  any representations with respect to Gadget and/or its Services, nor shall it make any statements that are inconsistent with Gadget’s terms, marketing materials and/or other literature distributed by Gadget.

In order for a Prospect to qualify for a commission payment to Partner, they must be a “Qualifying Lead”. A “Qualifying Lead” is a sales lead for new business from a Prospect that has been originated by Partner and submitted to and accepted by Gadget through such process as Gadget may specify from time to time; provided that each of the following requirements are fully met: (a) Partner shall provide Gadget with a written introduction to a potential Qualifying Lead, (b) Partner shall provide the details to Gadget may reasonably request, (c) Gadget does not already have an existing relationship with the potential Qualifying Lead, (d) Gadget has not previously had discussions (directly or through a third party) with the Prospect prior to submission of the written notice from Partner, (e) the first sale by Gadget for the Prospect occurs no later than six (6) months after the written notice is submitted to Gadget by Partner, and (f) Qualifying Lead contracts directly with Gadget . 

Financial Arrangements

  • Revenue Sharing: Partners will receive a revenue share of 20% on Subscription fees and additional developer seat fees (review the current pricing any time at actually received from the Qualifying Leads they refer to Gadget's platform. The revenue share will be calculated based on the net revenue received by Gadget from each such Qualifying Lead during that period, excluding taxes, discounts, refunds, chargebacks, and any other applicable deductions.
  • Plans: Partners’ Qualifying Leads may select their preferred subscription plan at 

Payment Terms

Gadget will distribute revenue share to its partners every quarter, but only if the Partner has earned a minimum of $100 USD in Revenue Share. If the revenue accrual is less than $100 USD, Gadget reserves the right to defer payment until your revenue accrual has reached $100 at the end of a quarter. Payments will be processed between the 1st and 15th of March, June, September, and December. Payments will be made via PayPal or Interac e-transfer, depending on your country of residence. Partners are responsible for providing accurate payment details and keeping them up-to-date. All distributions are inclusive of taxes. Partner shall pay all taxes, fees and charges levied against it in connection with its performance under this Agreement. 

Adjustments and Deductions

In the event of refunds, chargebacks, or any other adjustments that may affect the revenue share calculation, Gadget reserves the right to make necessary deductions from the Partner's future revenue share payouts. Gadget may also withhold or delay payouts in case of suspected fraudulent activities or breach of the partnership agreement.


"Confidential Information" refers to all non-public information related to Gadget’s  business, including but not limited to business specifics, technical processes, software, customer data, financial details, business plans, and other proprietary information. 

Partner  commits to use Gadget’s  Confidential Information strictly for fulfilling obligations under this Agreement. The Partner will take reasonable measures, comparable to those for their own proprietary information, to prevent the unauthorized duplication, disclosure, or use of Confidential Information. This applies to employees, agents, and subcontractors who need access for obligations under this Agreement and are under strict confidentiality obligations; or as mandated by law, regulation, or court order, in which case, if legally permitted, Partner will notify Gadget promptly and work to ensure confidentiality.

Confidential Information excludes information Partner can demonstrate: (A) was already public or known to them at the time of disclosure; (B) is independently developed without referencing Gadget’s Confidential Information, and without breaching this Agreement; or (C) is thereafter correctly acquired from another source without violating this Agreement.

Intellectual Property

  • Ownership of Pre-existing IP: Gadget  retains all right, title, and interest in and to the Gadget Services and the GadgetIP, as defined herein, subject to any licenses expressly granted in this Agreement. "Gadget  IP" refers to all intellectual property, including but not limited to software code, algorithms, data models, patents, copyrights, and trade secrets, of Gadget and any improvements, modifications, or enhancements made thereto during the term of this Agreement.
  • IP Protection and Confidentiality: Partner agrees to protect the confidentiality of the Gadget IP , not to disclose or use such IP except as necessary to fulfill its obligations under this Agreement, and not to file for patent, copyright, or other intellectual property protection for such IP.

Term and Termination

  • Term: This Agreement shall commence on the Effective Date and continue for a period of one (1) year, unless terminated earlier in accordance with the terms of this Agreement (the "Term"). Thereafter, the Agreement shall automatically renew for successive one (1) year periods, unless and until either Party notifies the other Party of its intention not to renew at least thirty (30) days prior to the end of the then-current Term.
  • Termination for Convenience: Either Party may terminate this Agreement at any time, for any reason, by providing the other Party with at least thirty (30) days written notice of termination.
  • Termination for Cause: Either Party may terminate this Agreement immediately upon written notice if the other Party breaches any material term of this Agreement and fails to cure such breach within thirty (30) days of written notice thereof.
  • Effect of Termination: Upon termination or expiration of this Agreement for any reason, all rights granted to Partner under this Agreement shall immediately cease, and Partner shall cease all activities related to the Program. Any remaining balance owed to the Partner will be paid out within fifteen (15) days of termination. 

Dispute Resolution

In the event of any dispute, controversy or claim arising out of or relating to this partnership Agreement, or the breach, termination or validity thereof (a "Dispute"), the parties shall first seek to resolve the Dispute through good faith negotiation.

Should the parties fail to resolve the Dispute through negotiation within thirty (30) days from the date of written notice of the Dispute from one party to the other, the Dispute shall be submitted to and finally resolved by arbitration. The arbitration shall be conducted in Ottawa, Ontario, Canada, in accordance with the commercial arbitration rules of the Canadian Arbitration Association, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

The language of the arbitration shall be English. Each party shall bear its own costs and expenses in connection with the arbitration, and the parties shall equally share the fees and expenses of the arbitrator(s).

Nothing in this section shall prevent a party from seeking interim injunctive relief in the courts of an appropriate jurisdiction, to prevent an immediate and irreparable harm.

Liabilities and Indemnities

  • Liabilities: Gadget shall not be liable for (i) any amounts in excess of $100; or (ii) any indirect, incidental, special, consequential or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, good-will, or other intangible losses, resulting from (a) the use or the inability to use Gadget’s services; (b) any conduct or content of any third party, including without limitation, any defamatory, offensive or illegal conduct of Partners or users of the services; or (c) unauthorized access, use or alteration of the services. 
  • Indemnification: The Partner agrees to indemnify and hold harmless Gadget, its officers, directors, employees, and agents, from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (a) the Partner's access to or use of the services, (b) the Partner's violation of these terms.

Force Majeure

Neither Gadget nor the Partner will be liable for any delay or failure in performance due to events outside the defaulting party's reasonable control, including, but not limited to, acts of God, war, riot, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials (each, a "Force Majeure Event"). In the event of a Force Majeure Event, the non-performing party will be excused from any further performance of its obligations affected by the Force Majeure Event for as long as the event continues and such party continues to use commercially reasonable efforts to resume performance.

Independent contractor

Nothing contained in this Agreement shall create or imply any agency relationship between the parties, nor shall this Agreement be deemed to constitute a joint venture or partnership between the parties. Neither party shall have authority to act for or on behalf of the other, except as expressly provided for in this Agreement. Each party acknowledges and agrees that it is not authorized to bind the other party to any contract or agreement of any nature whatsoever. It is further understood and agreed that the relationship of Partner with Gadget is and  shall continue to be that of an independent contractor and neither Partner nor any of Partner’s employees shall be entitled to receive Gadget employee benefits. As an independent contractor, Partner agrees to be responsible for the payment of all taxes and withholdings specified by law, which may be due in regard to payments made by Gadget.