Referral partners

Referral Partner Agreement

Between Build With IK LLC, 30 N Gould St, STE R, Sheridan, WY 82801, USA, and each referral partner. Version 2026-09-28-v1, effective September 28, 2026. Questions: [email protected].

Key terms at a glance

• Commission: 15% of what the client actually pays us, after refunds, on every statement of work it signs within 12 months of its first one with us. A project must be worth at least USD 7,500 to earn commission.
• Who can join: people who are 18 or older (or the age of majority where they live, if higher) and able to enter a binding contract, and companies. Not from Cuba, Iran, North Korea, Russia, Belarus and parts of Ukraine. Partners in Syria can join and are screened against US sanctions lists before their first payout.
• Attribution: register a business before our first contact with it; the first partner to register it has it. Protection lasts 90 days and continues on its own while the business is in talks with us or is our client.
• Not eligible: names with no real project; businesses that are already our leads or clients; your own employer, unless you disclose it and we acknowledge it in writing; government bodies: national, state or provincial, local or foreign; healthcare organizations that bill Medicare, Medicaid or a similar government health program, in any country.
• Payouts: request a withdrawal whenever your available balance is USD 1,000 or more. We send payouts on the 14th and the 28th of each month, or on the next business day when that day is a weekend or a US bank holiday. The money then takes as long as Wise or your bank takes. Wise outside the United States, US bank transfer (ACH) inside it. We send your full commission. Any transfer, conversion or receiving fees are yours: Wise or your bank deducts them from the amount we send.
• Before the first payout: a government ID, a tax form (Form W-9 for US persons, Form W-8BEN for non-US individuals, Form W-8BEN-E for non-US companies), your postal address, and a check against US sanctions lists.
• Clawback: if a client is refunded, the commission on it comes off your balance. A negative balance is recovered only from your future commissions: we never invoice you for it or pursue your other assets.
• Relationship: you are an independent contractor, and it is non-exclusive both ways. You have no authority to negotiate terms, sign anything or otherwise bind us.
• Conduct: no spam, bulk email or cold texting in our name. Whenever you recommend us in public, say clearly that you are paid for introductions.
• Ending: either of us can end the agreement with 30 days’ notice. Businesses you registered before the end keep their protection and commission windows.
• Records: we keep copies of your ID for 5 years, tax forms and payout records for 7 years, and other profile data for 2 years; Section 9.5 has the exact rules.
• Law and disputes: Wyoming law; disputes go to binding individual arbitration, except small claims and urgent injunctive relief (for example, over confidentiality or trademark misuse).

Recitals

Build With IK LLC, a Wyoming limited liability company with its address at 30 N Gould St, STE R, Sheridan, WY 82801, USA (“Company,” “we,” “us”), operates a custom software, applications, and AI studio. Company wishes to work with independent referral partners worldwide who introduce prospective clients to Company. This Referral Partner Agreement (this “Agreement”) governs an individual’s or entity’s participation in Company’s Referral Partner Program (the “Program”) as a “Partner” (“you”). By registering for the Program, and in any event by clicking to accept this Agreement, you agree to be bound by it.

1. Definitions

“Active Client” means a Referred Business that has a signed SOW with Company which has not yet been fully performed and closed out.

“Active Discussions” means Company and a Referred Business are engaged in a live discovery, proposal, or negotiation process toward a possible SOW.

“Agreement” means this Referral Partner Agreement, including the Program rules and any documents it incorporates by reference (such as Company’s then-current brand guidelines and privacy policy).

“Available Balance” means accrued Commission credited to Partner’s account that has not yet been paid out, net of any Clawback.

“Clawback” has the meaning given in Section 8.

“Commission” means the amount described in Section 5.

“Commission Window” means the 12-month period beginning on the effective date of the first SOW the Referred Business signs with Company.

“Company,” “we,” or “us” means Build With IK LLC, a Wyoming limited liability company, and, where the context requires, its permitted affiliates and subcontractors engaged to help deliver services (including Indra Kamal International Private Limited, a Nepal-organized affiliate), provided that Build With IK LLC alone is the contracting party under this Agreement.

“Confidential Information” has the meaning given in Section 12.

“Dashboard” means the online partner portal through which Partner registers Referred Businesses, tracks Commission, and requests payouts.

“Effective Date” means, as to a given Partner, the date that Partner accepts this Agreement as described in Section 20.

“First Contact” means the first substantive outreach by Company (or anyone acting for Company) to a business about a potential engagement.

“Net Collected Revenue” or “NCR” means cash actually received by Company from a Referred Business under a Qualifying Project, net of refunds, reversals, and chargebacks, and before deduction of Company’s own costs or taxes.

“Partner,” “you” means the individual or entity that has accepted this Agreement and participates in the Program.

“Payout Date” means the 14th and 28th calendar day of each month, adjusted as described in Section 6.

“Program” means Company’s Referral Partner Program described in this Agreement.

“Protection Period” means the 90-day period described in Section 4, as it may be extended under that section.

“Qualifying Project” means an SOW between Company and a Referred Business with a total contract value, at signing, of at least USD 7,500. Company may accept and deliver a smaller engagement with a Referred Business, but no Commission is payable on it.

“Referred Business” means a prospective client that Partner introduces and registers under Section 4.

“Registration” or “Registered Lead” means a timestamped entry for a Referred Business created by Partner in the Dashboard before First Contact.

“Statement of Work” or “SOW” means a signed statement of work, order form, quotation, or similar written agreement between Company and a Referred Business for the delivery of services.

2. The Program; Partner’s role

2.1 What Partner does. Partner’s role is limited to identifying a prospective client with a real software, application, or AI project; registering it under Section 4; introducing it to Company; and reasonably following up as helpful.

2.2 What Company does. Company alone conducts the discovery call, prepares and negotiates the proposal or quotation, and signs and delivers any resulting SOW. Partner takes no part in negotiating price or terms, and has no role in delivery.

2.3 Independent contractor; no authority to bind or negotiate. Partner is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, or employment relationship between the parties. Partner has no authority to make representations on Company’s behalf, quote or negotiate pricing or terms, sign any document, or otherwise bind Company in any way, and Partner will not represent to any third party that it has such authority.

2.4 Non-exclusive. This Agreement is non-exclusive. Either party may enter into similar arrangements with others, and Partner may refer prospective clients to other businesses, including competitors of Company.

3. Eligibility; excluded referrals; sanctioned persons and countries

3.1 Who may join. Any individual or entity may apply to join the Program, subject to Section 3.3 (sanctioned countries) and Company’s standard onboarding checks. You must be at least 18 (or the age of majority where you live, if higher) and able to enter a binding contract.

3.2 Referrals that do not qualify for Commission. A Referred Business does not qualify for Commission, regardless of Registration, if, at the time of Registration or at any point before a Qualifying Project’s SOW is signed:

1. it has no real, identifiable software, application, or AI project (a name alone, with no described need, does not qualify);
2. it is already a Company lead or client through any channel at the time Partner attempts to register it;
3. it is Partner’s own employer, unless Partner discloses that relationship at the time of Registration and Company acknowledges it in writing before Company’s first substantive contact;
4. it is a government body (national, state or provincial, local, or foreign); or
5. it is a healthcare organization that bills, or whose patients’ care is billed to, a federal healthcare program (for example, Medicare, Medicaid, or a foreign government equivalent).

Partner represents that no Referred Business it registers falls into any of (a)–(e). Excluding categories (d) and (e) also reduces (but does not eliminate) the anti-bribery exposure addressed in Section 11.

3.3 Sanctioned jurisdictions. Company cannot lawfully or practically pay a commission to someone in certain countries or regions. Sign-up and participation in the Program is blocked for anyone located in, ordinarily resident in, or organized under the laws of:

Company checks the country Partner gives and the location Partner connects from at sign-up, at sign-in, and before each withdrawal. Partners in Syria can join and are screened against US sanctions lists before their first payout. Company may update this list from time to time as sanctions programs, payment-provider coverage, or its own risk assessment change. Company also screens applicants and Referred Businesses generally against applicable sanctions and restricted-party lists (including OFAC’s Specially Designated Nationals list) and may decline or suspend participation based on that screening even outside the table above.

3.4 No authority over excluded categories. Nothing in this Agreement should be read as inviting Partner to pursue a workaround (for example, introducing a government-adjacent entity through an intermediary) for a category excluded under Section 3.2 or 3.3.

4. Registration and attribution

4.1 Register before contact. Partner must register a Referred Business in the Dashboard before Company’s First Contact with it. A Referred Business Company already knows about through any other channel cannot be registered by Partner.

4.2 First to register wins. Where more than one person claims credit for the same Referred Business, the earliest Dashboard Registration timestamp made before First Contact controls.

4.3 Protection Period. A valid Registration earns Partner a 90-day Protection Period, running from the Registration date.

4.4 Automatic extension. The Protection Period automatically continues, without any action needed from Partner, for as long as the Referred Business remains in Active Discussions with Company or is an Active Client. Protection does not lapse simply because a deal is taking a long time to close.

4.5 Attribution decisions. Company determines Registration validity, attribution, and Protection Period questions reasonably and in good faith, based on Dashboard timestamps and Company’s own contact records. Company’s determination is final.

5. Commission

5.1 Rate. Commission is 15% of Net Collected Revenue.

5.2 What it applies to. Commission applies to every SOW the Referred Business signs with Company within the Commission Window, provided each such SOW is a Qualifying Project (minimum contract value USD 7,500 at signing). It does not apply to a smaller, non-Qualifying engagement Company chooses to accept with the same Referred Business.

5.3 When it’s earned. Commission is credited to Partner’s Available Balance only as and when Company actually receives each payment from the Referred Business, never merely upon invoicing or signature. Clients typically pay on a 50% / 30% / 20% installment schedule, but the same as-received principle applies regardless of the specific schedule in a given SOW.

Example (illustrative only): a Qualifying Project SOW for USD 20,000, paid 50/30/20, generates Commission of USD 1,500 on the first payment, USD 900 on the second, and USD 600 on the third: USD 3,000 in total if the client pays in full.

5.4 No commission on amounts never collected. If a payment is never received (for example, the client cancels before paying an installment), no Commission accrues on that unpaid amount.

6. Payment and payout mechanics

6.1 Requesting a payout. Partner may request a withdrawal of its Available Balance at any time the balance is at least USD 1,000.

6.2 Payout schedule. Company processes payouts on the 14th and the 28th of each month; a withdrawal is paid on the first Payout Date after the day it is requested (dates in UTC). If a Payout Date falls on a non-business day, meaning a Saturday, a Sunday or a US bank holiday (the Federal Reserve holidays; a holiday that falls on a Sunday is observed on the Monday), Company will process the payout on the next business day (or, where necessary, within the following one to two business days).

6.3 Provider timing. Once Company initiates a payout, the time it takes to actually reach Partner depends on the payment provider or bank involved and is outside Company’s control. Company is not liable for delays caused by a payment provider, a receiving bank, or an intermediary.

6.4 Payment method. Company pays Partners located outside the United States via Wise, and Partners located inside the United States via US domestic ACH bank transfer. You need an account that can receive a Wise transfer, or a US bank transfer if you are in the United States. Partner must keep its payout details current and accurate.

6.5 Fees are Partner’s responsibility. We send your full commission. Any transfer, conversion or receiving fees are yours: Wise or your bank deducts them from the amount we send. This includes every transfer, currency-conversion, and receiving fee charged by Wise, a receiving bank, or any intermediary.

6.6 Conditions to payout. Company may withhold any payout until Partner has satisfied the conditions in Section 7.

7. KYC, tax, and sanctions conditions to payout

7.1 Before the first payout, Partner must:

1. complete identity verification, including providing a government-issued photo ID acceptable to Company;
2. provide a valid, properly completed US tax form: Form W-9 if Partner is a US person, Form W-8BEN if Partner is a non-US individual, or Form W-8BEN-E if Partner is a non-US entity;
3. pass Company’s sanctions and restricted-party screening; and
4. provide Partner’s postal address in the Dashboard (see Section 16.2).

7.2 Keeping tax forms current. A Form W-8BEN or Form W-8BEN-E generally remains valid through the last day of the third calendar year after the year in which it is signed, unless Partner’s circumstances change in a way that makes it incorrect (for example, Partner becomes a US citizen or resident), in which case Partner must notify Company and submit a new form within 30 days of that change. Company may ask Partner to submit an updated form when the current one expires or when required by law.

7.3 Backup withholding. If Partner is a US person and does not provide a valid taxpayer identification number, or if the IRS otherwise directs Company to do so, Company will apply backup withholding at the rate required by law (24% under current IRS guidance) to payments made to Partner.

7.4 Information reporting. Company will issue a Form 1099-NEC when US law requires it for that tax year.

7.5 Non-US individuals performing services entirely outside the United States. Where Partner is a non-US individual whose activities under this Agreement are performed entirely outside the United States, Company does not expect to withhold US tax or issue a Form 1042-S on the resulting Commission, consistent with the general rule that compensation for services performed entirely outside the United States is not US-source income. This is a general statement, not a guarantee of tax treatment in any individual case; Company may withhold and report as it reasonably determines is required by law, and Partner remains responsible for its own tax obligations, including in its own country of residence.

7.6 Retention of records. Company will retain identity-verification documents, tax forms, and payout records for the periods described in Section 9.5.

7.7 No tax advice. Nothing in this Agreement is tax advice to Partner. Partner is responsible for determining and meeting its own tax obligations arising from participation in the Program.

8. Clawback

8.1 If a client payment underlying a Commission Company already credited or paid is later refunded, reversed, or charged back, the corresponding Commission becomes a negative balance on Partner’s account.

8.2 Company recovers a negative balance only by deducting it from Partner’s future Commission. Company will not invoice Partner directly for a negative balance, demand repayment from Partner’s other funds, or pursue Partner’s other assets on account of a Clawback.

8.3 If Partner’s account is closed or this Agreement terminates while a negative balance remains, Company may deduct that negative balance from any future amount that would otherwise become payable to Partner (for example, on a lead still within its Section 15.5 tail period), but will not otherwise seek to collect it.

9. Data protection and privacy

9.1 Partner’s warranty about the Referred Business. Before registering a Referred Business, Partner must have obtained the agreement of an authorized representative of that business to (a) being introduced to Company, and (b) Company receiving, holding, and using the contact details Partner submits to contact that business about a potential engagement. Partner represents and warrants that it has done so for every Referred Business it registers, and that the information it submits is accurate.

9.2 How Company uses the data. Company uses the information Partner submits about a Referred Business to pursue the potential engagement described in Section 2.2, consistent with Company’s privacy policy. Company uses information about Partner itself to operate the Program, calculate and pay Commission, and satisfy Section 7 and applicable law.

9.3 Roles. Each party is responsible for its own compliance with applicable data protection law with respect to the personal data it controls. Where Partner is located in, or submits data about a Referred Business located in, the European Economic Area or the United Kingdom, Partner and Company each act as an independent controller with respect to the processing described in this section, rather than as joint controllers or as processor and controller: Partner for its own decision to submit the introduction, and Company once it begins pursuing the resulting business opportunity.

9.4 International transfer. Where personal data is transferred from the European Economic Area or the United Kingdom to Company in the United States, the transfer is governed by the appropriate Standard Contractual Clauses (for EEA transfers) or the UK International Data Transfer Agreement or UK Addendum (for UK transfers), which the parties agree to enter into or be bound by on request, in place of or alongside this Agreement, to the extent required by applicable law.

9.5 Retention. Company retains, and then deletes:

• Your profile and activity (your answers when you joined, where you came from, sign-in records): 2 years after your last activity or the closing of your account, whichever is later.
• A referred client's contact details (their name, email, phone and the brief) and our notes on that introduction: 2 years after the introduction goes quiet. We keep the company name and the money records.
• Copies of your ID: 5 years after your last activity or your last payout, whichever is later.
• Tax forms (W-9, W-8BEN, W-8BEN-E): 7 years after your last payout or 2 years after your last activity, whichever is later (if we never paid you, 2 years after your last activity).
• Payout records: 7 years after each payout (the payout details on a request we did not pay: 2 years after that decision). Your current payout details: removed after 2 years without activity; you can enter them again. Commission we still owe you is never deleted.
• Your name, email and postal address, and the record of your acceptance of the partner agreement (the version, the time and your network address): kept as long as any record above is kept, and at least 2 years after your last activity. Then we remove your name, email, address and network address.

or, in each case, such other period as applicable law separately requires (for example, a longer period for jurisdictions with their own statutory contract- or record-retention rules).

9.6 No sale of data. Company does not sell Partner’s or a Referred Business’s personal data to third parties for their own marketing purposes.

9.7 Data Partner must not submit. Partner must not submit personal data it was not authorized to share, or data obtained unlawfully (for example, through scraping in violation of a website’s terms or through purchased contact lists it has no right to use for this purpose).

10. Marketing conduct; FTC disclosure; anti-spam

10.1 No spam, bulk email, or cold texting in Company’s name. Partner must not send unsolicited bulk or mass email, or cold text messages, in Company’s name or purporting to represent Company, and must not otherwise imply a broader relationship with Company than this Agreement provides.

10.2 Compliance with anti-spam and telemarketing law. To the extent Partner conducts any of its own outreach that mentions Company, Partner must comply with applicable anti-spam and telemarketing laws, including the US CAN-SPAM Act and the Telephone Consumer Protection Act (or equivalent laws in Partner’s jurisdiction), including as to headers, opt-outs, identification of advertising content, and consent for calls or texts.

10.3 Disclosure of the paid relationship. Whenever Partner publicly recommends or endorses Company (on social media, in a review, in a video, on a blog, or elsewhere), Partner must clearly and conspicuously disclose that it earns a commission for successful introductions to Company, consistent with the US Federal Trade Commission’s Endorsement Guides (16 CFR Part 255) and any equivalent disclosure law in Partner’s jurisdiction. The disclosure must be easy to notice and understand, not buried in a footnote, hashtag pile, or “read more” link.

10.4 No misleading claims. Partner must not make false or misleading statements about Company, its services, its pricing, or its results.

11. Anti-bribery and corruption

11.1 Representation. Partner represents and warrants that it will not, in connection with this Agreement, offer, promise, give, or authorize giving anything of value to any government official, employee of a Referred Business, or any other person, in order to improperly influence a decision or obtain an improper advantage for Company, Partner, or anyone else.

11.2 Compliance. Partner will comply with all applicable anti-corruption laws, including the US Foreign Corrupt Practices Act and, where applicable, the UK Bribery Act 2010.

11.3 Why this matters to Company specifically. Company may be responsible under some anti-bribery laws (including the UK Bribery Act’s corporate offense for failing to prevent bribery by an “associated person”) for a Partner’s improper payment, even without any wrongdoing by Company itself. Partner acknowledges this and agrees that a breach of this Section 11 is grounds for immediate termination under Section 15.3 and for indemnification under Section 18.

11.4 Cooperation. Partner will promptly notify Company if it becomes aware of any actual or suspected violation of this Section 11 in connection with the Program, and will reasonably cooperate with any related Company inquiry.

12. Confidentiality

12.1 Definition. “Confidential Information” means non-public business, technical, financial, or client-related information either party discloses to the other in connection with the Program, including Dashboard data, Referred Business identities and deal status, pricing, and the non-public terms of this Agreement. Information about a Referred Business that Company shares with Partner, or that Partner learns through the Program, is Confidential Information whether or not it is marked confidential.

12.2 Obligations. Each party will use the other’s Confidential Information only to perform this Agreement, will protect it with reasonable care, and will not disclose it to third parties except to employees, contractors, or advisors who need it for that purpose and are bound to protect it.

12.3 Exclusions. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, was already known to the receiving party without an obligation of confidence, is independently developed without use of the disclosing party’s Confidential Information, or is rightfully received from a third party without restriction. A party may also disclose Confidential Information to the extent required by law or legal process, provided it gives the other party reasonable notice where legally permitted.

12.4 Survival; remedy. This Section 12 survives termination of this Agreement for 3 years, except that trade secrets remain protected for as long as they remain trade secrets under applicable law. Each party acknowledges that a breach of this Section may cause harm not fully compensable in damages, and that the other party may seek injunctive relief for such a breach in addition to any other remedy, consistent with Section 21.5.

13. Trademark and brand use

13.1 Limited license. Company grants Partner a limited, non-exclusive, revocable, non-transferable, non-sublicensable license to identify itself as a “Build With IK Referral Partner” and to use Company-supplied names, logos, or marks, solely as provided by Company and solely for the purpose of participating in the Program, and solely in accordance with Company’s then-current brand guidelines (if any).

13.2 Restrictions. Partner will not alter Company’s marks, use them in a way that implies a broader relationship (such as a partnership, joint venture, or endorsement of Partner’s own business) than this Agreement provides, or use them in any way that could harm Company’s reputation.

13.3 Termination of license. This license ends automatically when this Agreement ends, at which point Partner must immediately stop using Company’s name and marks in every place it controls (for example, removing them from its own website or social profiles).

14. Representations and warranties

Each party represents and warrants that it has the full right and authority to enter into this Agreement. Partner additionally represents and warrants that:

1. all information Partner submits, about itself and about each Referred Business, is accurate and not misleading;
2. Partner has satisfied Section 9.1 (consent from the Referred Business) before registering it;
3. Partner will comply with all applicable laws in performing under this Agreement, including data protection, anti-spam and telemarketing, anti-bribery, and tax laws;
4. Partner is not, and is not owned or controlled by, a person or entity on a relevant sanctions or restricted-party list, and is not located in, ordinarily resident in, or organized under the laws of a jurisdiction listed in Section 3.3; and
5. Partner’s participation in the Program does not violate any other agreement Partner has with a third party (including, where relevant, an employer).

15. Term and termination

15.1 Term. This Agreement begins on the Effective Date and continues until terminated as described below.

15.2 Termination for convenience. Either party may terminate this Agreement for any reason on 30 days’ written notice to the other.

15.3 Termination for cause, immediately. Company may terminate this Agreement immediately, without a cure period, if Partner: violates Section 3 (eligibility, excluded referrals, or sanctioned jurisdictions), Section 10 (marketing conduct), or Section 11 (anti-bribery); commits fraud or other deceptive conduct in connection with the Program; becomes insolvent or bankrupt; misuses Company’s Confidential Information or trademarks; or otherwise engages in conduct that Company reasonably determines reflects poorly on Company.

15.4 Termination for other material breach. For a material breach not covered by Section 15.3, either party may terminate this Agreement if the breach is not cured within 30 days after written notice describing it.

15.5 Effect of termination: the tail. Termination does not affect Commission already earned under Section 5. In addition, for any Referred Business that was validly Registered before the termination date and whose Protection Period (including any Section 4.4 extension) had not lapsed as of that date, Commission continues to accrue under the normal rules in Sections 5–8 for as long as that Referred Business remains within its own Protection Period and, once it becomes a client, within its own Commission Window. In other words, an already-registered lead simply finishes out the protection and commission windows it already had, on the same terms, rather than losing them the moment the Agreement ends. Partner may not register any new Referred Business after the termination date.

15.6 No retaliation. Company will not retaliate against Partner for exercising its rights under this Agreement or under any applicable freelance-worker-protection law, including for requesting timely payment or raising a good-faith complaint.

15.7 Survival. Sections 1 (Definitions), 5 and 8 (as to amounts already accrued), 9 (Data Protection), 12 (Confidentiality), 13.3 (post-license obligations), 15.5–15.6, 16, 17 (Limitation of Liability), 18 (Indemnification), and 21–22 (Dispute Resolution and General Provisions) survive termination.

16. Independent contractor status; freelance-worker-law compliance

16.1 Status. Partner is an independent contractor, not an employee, of Company. Partner is not entitled to employee benefits of any kind. Partner controls the manner and means by which it identifies and follows up with prospective Referred Businesses; Company does not direct or control how Partner performs that activity, only the outcome (a valid Registration and introduction). As set out in Section 2.3, Partner has no authority to negotiate the terms of, or conclude, any SOW on Company’s behalf; Company alone negotiates and signs.

16.2 Written-contract terms. This Agreement is a written contract that states: the parties’ identities (Company’s legal name and address, as given at the top of this Agreement, and Partner’s name and postal address as provided in the Dashboard); the services Partner provides (introducing and registering prospective clients as described in Section 2.1); the rate and method of compensation (15% of Net Collected Revenue, calculated and credited as described in Section 5); and the mechanism for determining the date of payment (the payout schedule on the 14th and 28th of each month in Section 6). This Agreement is intended to satisfy the written-contract requirements of applicable freelance-worker-protection laws, including New York’s Freelance Isn’t Free Act and California’s Freelance Worker Protection Act, to the extent either law applies to a given Partner.

16.3 Classification acknowledgment. Partner agrees that this Section, together with Sections 2.3, 2.4, and 15.6, reflects the actual nature of the parties’ relationship, and that Partner will not represent to any third party (including a tax or labor authority) that it is Company’s employee or exclusive agent.

17. Limitation of liability

17.1 Cap. Except as provided in Section 17.2, each party’s total liability to the other arising out of or relating to this Agreement is limited to the total Commission actually paid to Partner in the 12 months immediately preceding the event giving rise to the claim.

17.2 Carve-outs from the cap. The cap in Section 17.1 does not limit: (a) either party’s indemnification obligations under Section 18; (b) a breach of Section 12 (Confidentiality) or Section 13 (Trademark); (c) a party’s gross negligence or willful misconduct; or (d) a violation of applicable law, including Sections 3, 10, or 11.

17.3 No consequential damages. Neither party is liable to the other for indirect, incidental, special, consequential, or punitive damages, including lost profits or lost business opportunities, even if advised of the possibility of such damages.

18. Indemnification

18.1 By Partner. Partner will indemnify, defend, and hold harmless Company from any third-party claim, and resulting liabilities, damages, and reasonable costs (including attorney’s fees), arising from: (a) Partner’s breach of this Agreement or of any representation or warranty in it; (b) Partner’s negligence or willful misconduct; (c) Partner’s violation of applicable law, including anti-spam, telemarketing, data protection, or anti-bribery law; (d) Partner’s misuse of Company’s Confidential Information or trademarks; or (e) a claim by a Referred Business arising from Partner’s introduction of it or communications with it.

18.2 By Company. Company will indemnify, defend, and hold harmless Partner from a third-party claim that Company-supplied trademark or marketing assets, used by Partner exactly as provided and in accordance with Section 13, infringe that third party’s intellectual property rights.

18.3 Process. The indemnified party must give the indemnifying party prompt notice of a claim and reasonable cooperation; the indemnifying party controls the defense and any settlement, provided a settlement does not impose liability on the indemnified party without its consent.

19. Changes to this Agreement

19.1 How changes are made. Company may amend this Agreement from time to time. Company will give notice of a change by posting it in the Dashboard and emailing the address on file at least 30 days before the change takes effect.

19.2 Deemed acceptance. If Partner continues to participate in the Program after a change’s effective date, Partner is treated as having accepted it. If Partner does not agree to a change, Partner’s remedy is to terminate this Agreement under Section 15.2 before the change takes effect.

19.3 Protection for already-registered leads. Notwithstanding Section 19.2, a decrease in the Commission rate in Section 5.1 or an increase in the minimum Qualifying Project value in the definition of that term will not apply to a Referred Business that was already validly Registered, and whose Protection Period or Commission Window was still running, on the date the change is announced. That Referred Business continues to generate Commission on the terms in effect on its Registration date, unless Partner affirmatively agrees otherwise in writing.

20. Electronic signature and acceptance

20.1 Consent to electronic transacting. Partner agrees to transact with Company electronically. This Agreement is validly formed and enforceable in electronic form, consistent with the US Electronic Signatures in Global and National Commerce Act and applicable state law (including the Uniform Electronic Transactions Act, as adopted in the relevant state).

20.2 How acceptance works. Partner accepts this Agreement by taking an affirmative action in the Dashboard (for example, checking a box or clicking an “I Agree” button) after being shown the then-current version of this Agreement. Company will record and retain, for each acceptance: the exact version of this Agreement accepted, a timestamp, the IP address used, and the account that accepted it. Company will ask Partner to re-accept this Agreement following a material change, to the extent required by Section 19.

21. Dispute resolution; governing law; venue

21.1 Governing law. This Agreement is governed by the laws of the State of Wyoming, without regard to its conflict-of-laws rules.

21.2 Arbitration. Except as provided in Sections 21.4 and 21.5, any dispute arising out of or relating to this Agreement will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in Wyoming (or, by agreement of the parties, conducted remotely). Judgment on the award may be entered in any court of competent jurisdiction.

21.3 Individual basis. Any arbitration under this Agreement will proceed on an individual basis only; neither party may bring a claim as a plaintiff or class member in a class, collective, or representative action.

21.4 Small-claims carve-out. Either party may instead bring an individual claim in small-claims court (or the closest local equivalent), rather than in arbitration, if the claim is within that court’s monetary jurisdiction.

21.5 Injunctive relief carve-out. Either party may seek urgent injunctive relief in a court of competent jurisdiction to prevent an actual or threatened breach of Section 12 (Confidentiality) or Section 13 (Trademark), notwithstanding Section 21.2.

21.6 Time to bring a claim. Neither party may bring a claim arising out of this Agreement more than one year after the event giving rise to it, except where applicable law does not permit shortening the limitations period.

22. General provisions

22.1 Entire agreement. This Agreement, together with any document it expressly incorporates (such as Company’s privacy policy and brand guidelines), is the entire agreement between the parties regarding the Program and supersedes prior discussions on the subject.

22.2 Severability. If any provision of this Agreement is found unenforceable, the rest remains in effect, and the unenforceable provision will be interpreted to best reflect the parties’ intent.

22.3 Assignment. Company may assign this Agreement, including to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets. Partner may not assign this Agreement without Company’s prior written consent.

22.4 Notices. Notices under this Agreement may be given electronically, by posting in the Dashboard or emailing the address on file, and are effective when sent.

22.5 No waiver. A party’s failure to enforce a provision of this Agreement is not a waiver of its right to do so later.

22.6 Relationship of the parties. Nothing in this Agreement makes either party the agent, employee, or joint venturer of the other, except as expressly stated.

22.7 Force majeure. Neither party is liable for a delay or failure to perform (other than a payment obligation already due) caused by circumstances beyond its reasonable control, including a payment provider’s or bank’s outage or delay.

22.8 Language. This Agreement is drafted in English. Any translation is for convenience only; the English version controls.

22.9 Headings. Section headings are for convenience only and do not affect interpretation.

23. Acceptance

By registering for the Program and taking the affirmative acceptance action described in Section 20.2, Partner agrees to this Agreement as of the Effective Date.

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