PreShiftIQ Vendor Term Sheet

Version 2.3. Effective 2026-10-09. Supersedes v1 in full. Canonical at docs/legal/vendor_term_sheet.md and published at preshiftiq.com/vendor-term-sheet. This term sheet and the Lead Exchange Agreement a vendor accepts with each lead are the whole of the vendor's terms with PreShiftIQ; there is no other agreement to sign. Version 2.3 removes a reference to a Vendor Participation Agreement, which was never issued, and names in Section 3 the page where this sheet is published; version 2.2 (2026-10-09) stated the fee trigger in Section 1 in the words Sections 2 and 4 already use (the matched buyer's payment to the vendor) and stated in Section 9 that a mutual NDA is available on request; version 2.1 (2026-09-30) clarified Sections 5, 7 and 9. None changes a fee, window, or obligation, and each was made before any vendor accepted, so none carries a Section 11 notice period. Version 2.2 is retained as vendor_term_sheet_v2_2.md, version 2.1 as vendor_term_sheet_v2_1.md and version 2.0 as vendor_term_sheet_v2_0.md.

1. The rate

Five percent (5%) of first-year contract value, due only when the matched buyer pays the vendor. First-year contract value means the recurring subscription or license amounts payable by that buyer to the vendor in the first twelve months of the resulting agreement. Implementation, hardware, and professional-services fees are excluded.

2. What is not charged

No lead fee. No fee to receive, view, accept, or decline a match. No listing, placement, subscription, or scorecard fee. Nothing is owed before the buyer pays the vendor.

3. Uniform and not negotiated

The rate and these terms are identical for every vendor in every category. They are published at preshiftiq.com/vendor-term-sheet. A vendor that does not participate on these terms does not participate.

4. When it is due

The fee becomes due at the vendor's first receipt of any payment from the matched buyer and is invoiced on the full first-year contract value at that time. Net 30. No clawbacks: a fee once due is not refunded if the buyer later reduces, cancels, or fails to pay the vendor.

5. Attribution

A buyer is attributed to PreShiftIQ for twenty-four (24) months from the date the vendor accepts the match. A contract signed with that buyer within the window carries the fee, regardless of which party initiated the closing conversation.

Prior-relationship exclusion: a vendor may claim to exclude a match from attribution by notifying PreShiftIQ, through the match's lead page, within forty-eight (48) clock hours of the buyer's identity being released to the vendor on acceptance, with documentary evidence, dated before the match, of an active commercial relationship or an open, dated sales opportunity. The vendor describes each document and identifies it by a fingerprint computed on its own device; the document is not uploaded to the platform, and the vendor sends it to PreShiftIQ by email when PreShiftIQ rules on the claim. PreShiftIQ rules on the claim and records its reason. An upheld claim excludes that match from attribution, and no fee attaches to it; a rejected claim leaves attribution unchanged.

6. What money cannot buy

Matching is payment-blind by construction. Fee data is held outside the scoring path and cannot be read by it. Nothing a vendor pays, or declines to pay, alters its scorecard, match eligibility, fit index, or position on any buyer's shortlist. Catalog inclusion is factual coverage of the category and is independent of participation.

7. Participation obligations

The vendor keeps its scorecard accurate and completes the interview-validated review. The vendor responds to each match within the acceptance window shown on the match, accepting or declining with a reason chosen from PreShiftIQ's list, with a written explanation for "Other." After accepting, the vendor makes first contact with the buyer by the deadline shown on the match, counted in business days in the buyer's time zone, and records that contact on the platform. If the deadline passes with no contact recorded, or the buyer reports no contact and none was recorded, the acceptance is recorded as not pursued and the buyer may be offered their next match. If the vendor recorded contact and the buyer reports none, the acceptance is recorded as disputed, and PreShiftIQ decides it and records its reason. None of this affects any vendor's scorecard, match eligibility, fit index, or position on any buyer's shortlist.

8. Data rights

The vendor grants PreShiftIQ a perpetual, royalty-free right to include the vendor's scorecard responses, match outcomes, and settlement facts in aggregated, de-identified data products, including benchmarking, market intelligence, and syndication, as described in Section 5A of the PreShiftIQ Privacy Policy.

PreShiftIQ covenants that: (a) no aggregate product identifies the vendor or reveals its confidential responses; (b) every aggregate is subject to small-cell suppression, so no segment is published below the platform minimum cell size; (c) the vendor's identity, scorecard, and commercial terms are never disclosed to another vendor. The vendor may license aggregate products on the same terms as any other participant. This grant survives termination for data already collected.

9. Confidentiality and disclosure

Buyer identity and requirements are released to the vendor only after the vendor accepts the match. A mutual NDA is available on request. Buyer information may not be resold, shared, or re-exposed to any third party.

PreShiftIQ staff may act inside the vendor's account to support it; each such action that PreShiftIQ's audit log records is recorded under the staff member's name as well as the vendor's.

10. Term

Either party may end participation on thirty (30) days' written notice. Fees due or accruing under Sections 4 and 5 for matches accepted before the notice date survive termination.

11. Changes

PreShiftIQ may revise this sheet on sixty (60) days' notice. Revisions apply to matches accepted after the effective date; matches accepted earlier remain under the terms in force when accepted. Because the terms are uniform, no revision is offered to one vendor that is not offered to all.