Partnership Agreement

Last Updated: March 15, 2026

This Partnership Agreement ("Agreement") governs all Business Partnership and Academic Partnership plans purchased through CertLabz ("CertLabs," "we," "us," or "our"). By submitting a partnership enrollment form and completing payment, you ("Partner," "you," or "your organization") agree to be bound by this Agreement in addition to our general Terms of Service and Privacy Policy.

1. Partnership Plans

1.1 Business Plans

• Team Plan — $40 per employee per year (5–20 employees)
• Enterprise Plan — $25 per employee per year (21–20,000 employees)

1.2 Academic Plans

• Full Library Access — $5/student/year (up to 2,500 students) or $2/student/year (2,501–50,000 students)
• Custom Course Integration — $8/student/year (unlimited students)

1.3 Contract Duration

Partnerships are available in 1-year, 2-year, 3-year, 4-year, and 5-year terms. The selected term constitutes a binding commitment as described in this Agreement.

2. Pricing & Multi-Year Discounts

2.1 Pay-in-Full Discounts

Partners who pay the full contract value upfront receive the following discounts:

Duration	Discount
1 Year	0% (standard rate)
2 Years	5% off total
3 Years	10% off total
4 Years	15% off total
5 Years	20% off total

2.2 Annual Billing Discounts

Partners who choose annual billing (paying year-by-year) on a multi-year commitment receive a reduced discount:

Duration	Annual Billing Discount
1 Year	0% (standard rate)
2 Years	2.5% off each annual payment
3 Years	5% off each annual payment
4 Years	7.5% off each annual payment
5 Years	10% off each annual payment

Annual billing discount rates are half of the pay-in-full discount rates to reflect the reduced commitment risk to CertLabz.

3. Payment Terms

3.1 Payment Method

All partnership payments are processed via ACH bank transfer (US bank account) through Stripe. Invoices are due within 14 days of issuance.

3.2 Pay-in-Full

Partners selecting pay-in-full will receive a single invoice for the entire contract value. Access is activated upon payment confirmation (typically 3–5 business days for ACH transfers).

3.3 Annual Billing

Partners selecting annual billing will be billed as follows:

• An initial invoice is issued immediately for the first year
• Subsequent annual invoices are automatically generated on each anniversary of the partnership start date
• Each annual invoice is due within 14 days of issuance
• Access for the upcoming year is activated upon payment of each annual invoice

3.4 Late Payment

If an annual renewal invoice is not paid within 30 days of the due date:

• Platform access for all enrolled users will be suspended
• Access will be restored upon receipt of payment
• If payment is not received within 60 days of the due date, the partnership will be terminated

4. Early Termination & Discount Clawback

4.1 Termination by Partner (Annual Billing)

If you are on annual billing and choose to cancel before your committed term ends:

• You will retain access until the end of your current paid year
• No refund will be provided for the current year
• A Discount Clawback Fee equal to the total discount received across all years billed to date will apply

4.2 Discount Clawback Calculation

The clawback fee is calculated as:

Example: An academic partner signs a 3-year annual billing commitment for 10,000 students at $5/student/year. Full annual price = $50,000. With 5% annual billing discount, discounted price = $47,500/year. After 2 years billed, they cancel.

• Discount per year: $50,000 – $47,500 = $2,500
• Years billed: 2
• Clawback Fee: $2,500 × 2 = $5,000

4.3 Termination by Partner (Pay-in-Full)

Partners who paid in full may cancel at any time. However:

• No refund will be provided for remaining unused time in the contract
• Access will continue until the contract expiration date

4.4 Termination by CertLabz

CertLabz reserves the right to terminate any partnership for violation of our Terms of Service, fraudulent activity, or misuse of the platform. In such cases, no refund or clawback waiver applies.

5. Access & Activation

5.1 Activation

Partnership access is activated once payment is confirmed. For ACH transfers, this typically takes 3–5 business days.

5.2 User Management

Partners will receive access codes and instructions to distribute to their employees or students. It is the Partner's responsibility to manage user enrollment within the purchased seat/student count.

5.3 Expiration

Access expires at the end of the contracted term (or at the end of the current paid year for annual billing). There is no automatic renewal unless explicitly agreed upon.

6. Auto-Renewal (Annual Billing)

For annual billing partnerships:

• Stripe will automatically generate a renewal invoice on each anniversary of your partnership start date, for each year remaining in your committed term
• You will receive an email notification with the invoice and payment link
• If you wish to cancel, you must notify us at least 30 days before your next annual billing date
• Cancellation is subject to the Discount Clawback Fee described in Section 4

7. Modifications

7.1 Scaling Up

Partners may increase their employee/student count at any time by contacting us. Additional users will be billed at the same per-user rate, prorated for the remaining contract duration.

7.2 Scaling Down

Reducing user count below the originally contracted number is not permitted during the current billing period. Adjustments may be made at the next annual renewal.

7.3 Price Changes

CertLabz reserves the right to adjust pricing for future partnership terms. Your contracted rate is locked in for the duration of your current agreement.

8. Confidentiality

Both parties agree to keep confidential any proprietary information exchanged during the partnership, including pricing, user data, and usage analytics.

9. FERPA Compliance (Academic Partners)

CertLabz is committed to protecting student data in compliance with the Family Educational Rights and Privacy Act (FERPA). We will not disclose personally identifiable student information to third parties without prior written consent from the educational institution.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CERTLABS' TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID BY THE PARTNER IN THE 12 MONTHS PRECEDING THE CLAIM.

CertLabz is not liable for any indirect, incidental, special, consequential, or punitive damages arising from the partnership.

11. Governing Law

This Agreement is governed by and construed in accordance with the laws of the State of Delaware, United States. Any disputes shall be resolved through binding arbitration in accordance with the American Arbitration Association rules.

12. Contact Information

© 2026 CertLabz. All rights reserved. Registered in Delaware, USA • Registration File Number: 10537815.
By submitting a partnership enrollment form, you acknowledge that you have read, understood, and agree to be bound by this Partnership Agreement.