REFERRAL PARTNER TERMS AND CONDITIONS
Version Date: 06/16/2026
These Referral Partner Terms and Conditions (the “Terms”) govern participation in the 20four7VA referral partnership program. These Terms apply to each Referral Partnership Enrollment Form, referral enrollment form, partner program form, referral schedule, online enrollment, or other written enrollment document that incorporates these Terms by reference (each, an “Enrollment Form”).
By signing an Enrollment Form, referring prospects after accepting these Terms, using an approved referral channel, or otherwise participating in the referral partnership program, Partner agrees to be bound by these Terms.
Each Enrollment Form and these Terms together form a binding agreement between ECONMOBILE, LLC D/B/A 20FOUR7VA, a Maryland limited liability company (the “Company” or “20four7VA”), and the Partner identified in the applicable Enrollment Form. The Company and Partner may be referred to individually as a “Party” and collectively as the “Parties.”
1- DEFINITIONS.
1.1 “Agreement” means, collectively, the applicable Enrollment Form, these Terms, and any written amendment, referral tracking record, payment statement, or other document expressly incorporated into the Agreement by reference.
1.2 “Approved Referral Channels” means the Company-provided referral link, onboarding link, intake form, referral code, landing page, partner portal, CRM workflow, designated email address, client self-identification, or other referral tracking or attribution method identified in the applicable Order Form or otherwise approved or recognized by the Company in writing.
1.3 “Assigned VA” means an independent contractor virtual assistant or other remote professional from the Company’s network assigned by the Company to provide services to a Referred Client under a Client Agreement.
1.4 “Client Agreement” means the written services agreement, master services agreement, statement of work, Enrollment Form, addendum, or other contractual arrangement entered into between the Company and a Referred Client governing the Company’s provision of virtual assistant or related services to that Referred Client.
1.5 “COGS” or “Direct Staffing Costs” means the direct costs incurred by the Company in connection with a Covered Engagement, including amounts paid or payable to the Assigned VA, contractor payment processing costs, direct staffing costs, credits, refunds, reversals, write-offs, chargebacks, and other direct cost adjustments reasonably reflected in the Company’s books and records for that Covered Engagement. COGS does not include the Company’s general overhead unless expressly identified as a direct cost in the applicable Enrollment Form or written amendment.
1.6 “Confidential Information” has the meaning set forth in Section 12.
1.7 “Covered Engagement” means each eligible VA role or service engagement for a Referred Client that: (a) results directly from Partner’s referral through an Approved Referral Channel; (b) is accepted by the Company in its sole discretion; (c) is not excluded under the Agreement; (d) is tracked by the Company as eligible for Referral Income; and (e) begins while the applicable Enrollment Form is in effect, unless otherwise expressly agreed in the applicable Enrollment Form or a written amendment.
1.8 “Covered Hours” means billable hours actually worked by an Assigned VA for a Covered Engagement, documented in the Company’s timekeeping, billing, or reporting system, and approved for billing under the applicable Client Agreement. Covered Hours exclude hours that are refunded, credited, reversed, disputed, written off, or not collected by the Company.
1.9 “Existing Client/Prospect” means any person or entity that, at or before the time of the referral: (a) is an active Company client; (b) is a former Company client; (c) has previously worked with a Company virtual assistant; (d) appears in the Company’s CRM, leads database, pipeline, sales records, partner records, or internal prospecting records; (e) is already in active discussions with the Company; or (f) is an affiliate, related entity, successor, parent, subsidiary, or common-control entity of any such client, former client, lead, or prospect, as determined by the Company in good faith based on its records.
1.10 “Gross Profit” means, for each Covered Engagement, the Net Collected Revenue actually received and retained by the Company from the Referred Client for that Covered Engagement, less applicable COGS.
1.11 “Net Collected Revenue” means amounts actually received and retained by the Company from a Referred Client for a Covered Engagement, excluding taxes, pass-through costs, reimbursable expenses, setup fees, software/tooling charges, background check charges, payment processing surcharges, credits, refunds, reversals, discounts, chargebacks, write-offs, uncollected amounts, and any amounts later returned or credited to the Referred Client.
1.12 “Enrollment Form” means the signed referral partnership Enrollment Form, referral enrollment form, partner program form, referral schedule, online enrollment document, or similar written document that identifies the Partner, selected compensation model, referral income terms, approved referral channels, payment timing, term, and any special commercial terms applicable to Partner’s participation in the Program.
1.13 “Program” means the referral partnership program governed by the Agreement.
1.14 “Referral Income” means Partner’s compensation for eligible referrals, calculated in accordance with the applicable Enrollment Form and these Terms.
1.15 “Referral Tracking Records” means the Company’s CRM records, intake form records, onboarding system records, referral link tracking, referral code tracking, landing page records, partner portal records, payment reports, email confirmations, or other Company-approved systems or records used to identify referral source, Referred Client status, Covered Engagement status, and Referral Income administration.
1.16 “Referred Client” means a prospective client that: (a) is referred by Partner through an Approved Referral Channel; (b) is verified by the Company as not being an Existing Client/Prospect; (c) is accepted by the Company; (d) enters into a Client Agreement with the Company; and (e) begins a Covered Engagement for which the Company receives and retains payment.
1.17 “Selected Compensation Model” means the One-Off Incentive Model, Flat Recurring Incentive Model, Hybrid Incentive Model, or other written compensation model expressly selected by the Parties in the applicable Enrollment Form.
1.18 “Term” means the initial term and any renewal term of the Agreement, unless earlier terminated in accordance with these Terms.
1.19 “VA Network” means the Company’s network of independent contractor virtual assistants and other remote professionals.
2-TERM; AUTOMATIC RENEWAL; REVIEW.
2.1 Initial Term. The Agreement begins on the start date stated in the applicable Enrollment Form and continues for the initial term stated in the Enrollment Form. If no initial term is stated in the Enrollment Form, the initial term will be one (1) year from the start date.
2.2 Automatic Renewal. After the initial term, the Agreement will automatically renew for successive renewal terms of the same length as the initial term, unless otherwise stated in the applicable Enrollment Form or unless either Party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term.
2.3 Partnership Review. The Parties may periodically review partnership performance, including referral quality, lead volume, conversion rates, referred client fit, operational alignment, and Referral Income administration. Any modification to compensation, payment timing, referral tracking, approved referral channels, renewal terms, or other commercial terms must be documented in a written amendment, updated Enrollment Form, or other written agreement approved by both Parties.
2.4 No Automatic Modification. Renewal or continued participation in the Program does not modify the Agreement unless expressly agreed in a written amendment, updated Enrollment Form, or other written agreement approved by both Parties.
2.5 Non-Exclusivity. The Agreement is non-exclusive. The Company may enter into referral, partnership, staffing, marketing, strategic, or similar relationships with other parties. Partner may refer prospective clients to other providers, provided Partner does not violate these Terms, misuse the Company’s Confidential Information, misuse Company Marks, or circumvent the Company with respect to any Referred Client, Assigned VA, or Company opportunity.
3-PARTNERSHIP STRUCTURE.
3.1 Referral Relationship. Partner may refer prospective clients to the Company for virtual assistant, remote staffing, call center, business support, credit repair administrative support, mortgage support, real estate support, insurance support, finance support, marketing, technical, managed IT, or related services. The Company will evaluate referred prospects according to its standard onboarding, pricing, legal, compliance, payment, operational, and acceptance criteria.
3.2 No Reseller or Markup Authority. Partner is not a reseller, broker, franchisee, agent, representative, employer-of-record, or legal partner of the Company. Partner has no authority to resell the Company’s services, modify the Company’s pricing, impose markups on the Company’s services, issue quotes on behalf of the Company, bind the Company, sign contracts on behalf of the Company, or make warranties, promises, discounts, guarantees, or service commitments on behalf of the Company.
3.3 Pricing Integrity. The Company will maintain its own pricing and commercial terms for Referred Clients. Partner shall not distort, alter, conceal, modify, or supplement the Company’s pricing. Unless otherwise approved by the Company in writing, Referred Clients must contract directly with the Company at the Company’s standard or otherwise approved rates.
3.4 Client Agreements. Services to Referred Clients are governed exclusively by the applicable Client Agreement between the Company and the Referred Client. Partner is not a party to any Client Agreement unless the Company expressly agrees in a separate writing. Nothing in the Agreement creates privity between Partner and any Referred Client with respect to the Company’s services.
3.5 No Minimum Volume. Partner is not required to deliver any minimum number of referrals, and the Company is not required to accept any minimum number of referrals. No Referral Income is guaranteed.
4-REFERRALS; VERIFICATION; ATTRIBUTION.
4.1 Referrals Through Approved Channels. Partner must refer prospects through the Approved Referral Channels identified in the applicable Order Form or otherwise approved or recognized by the Company in writing. Approved Referral Channels may include a Company-provided referral link, onboarding link, intake form, referral code, landing page, partner portal, CRM workflow, designated email address, client self-identification, or other Company-approved tracking or attribution method.
For purposes of the Agreement, client self-identification means that a referred prospect or Referred Client informs the Company, whether through an intake form, onboarding form, discovery call, email, written communication, or other Company-recognized communication, that it was referred by Partner. The Company may rely on client self-identification for attribution, subject to verification, duplicate referral review, Existing Client/Prospect exclusions, and the Company’s records.
4.2 No Partner Submission Requirement. Partner is not required to collect or submit detailed prospect information to the Company unless expressly requested by the Company in writing. Referred prospects should provide their information directly to the Company through the Company’s onboarding link, intake form, discovery form, or other approved intake process.
4.3 Verification. All referrals are subject to Company verification. The Company may reject, disqualify, or decline any referral if the prospect is an Existing Client/Prospect, is not a qualified business opportunity, fails compliance review, presents unacceptable reputational, payment, operational, legal, staffing, geographic, industry, or business risk, does not complete the Company’s intake or onboarding process, does not execute a Client Agreement, does not begin a Covered Engagement, or is otherwise not accepted by the Company in its sole discretion.
4.4 Company Records. The Company’s records will control referral eligibility, attribution, client status, conversion status, Covered Engagement status, Net Collected Revenue, COGS, Gross Profit, and Referral Income calculations, absent manifest error.
4.5 No Fixed Attribution Expiration During Active Term. Unless otherwise stated in the applicable Order Form, there is no fixed attribution expiration period while the applicable Order Form remains in effect. If a prospect is properly tracked through an Approved Referral Channel, including client self-identification recognized by the Company, and later becomes an eligible Referred Client during the Term, Partner may receive Referral Income in accordance with the Agreement. Referral Income remains subject to all eligibility requirements, exclusions, verification requirements, payment conditions, and disqualification rights stated in the Agreement.
4.6 Duplicate or Competing Referrals. If the same prospect is referred by more than one source, the Company will determine attribution in good faith based on its records, tracking systems, referral source information, referral timing, and available evidence. The Company has no obligation to pay duplicate referral income for the same prospect, Referred Client, or Covered Engagement.
4.7 Affiliates and Related Entities. Referral eligibility does not automatically extend to a Referred Client’s affiliates, subsidiaries, parent companies, sister companies, related entities, franchisees, owners, executives, or commonly controlled entities unless the Company expressly approves such entity as a separate Referred Client in writing.
5-REFERRAL TRACKING RECORDS.
5.1 Company Tracking Records. The Company may maintain Referral Tracking Records through its CRM, intake forms, onboarding systems, partner tracking links, referral codes, partner portal, payment reports, email confirmations, or other Company-approved systems. These records may identify the referred prospect, Referred Client, Partner attribution, Covered Engagement, applicable compensation model, VA start date, and other information reasonably necessary for referral tracking and Referral Income administration.
5.2 Prospect Intake. Referred prospects should provide their information directly to the Company through the Company’s onboarding link, intake form, discovery form, or other approved intake process. The Company will rely on information provided directly by the referred prospect and on the Company’s own records for intake, onboarding, verification, contracting, billing, and Referral Income administration.
5.3 Company Records Control. The Company’s records will control referral eligibility, attribution, client status, conversion status, Covered Engagement status, Net Collected Revenue, COGS, Gross Profit, and Referral Income calculations, absent manifest error.
6-COMPANY RESPONSIBILITIES.
6.1 General Responsibilities. Subject to the Agreement and applicable Client Agreements, the Company will be responsible for evaluating accepted referrals, presenting service options, issuing proposals or pricing, conducting onboarding, sourcing or matching virtual assistants, coordinating client engagement setup, processing payments, and providing account or service coordination consistent with the Company’s standard business practices.
6.2 Acceptance Discretion. The Company may accept or decline any prospective client, service request, role, staffing need, or referral in its sole discretion, including for compliance, operational, reputational, payment, business, staffing, geographic, industry, or legal reasons.
6.3 No Guaranteed Placement or Outcome. The Company does not guarantee that any referral will convert, that any Referred Client will sign a Client Agreement, that any Covered Engagement will begin or continue, that any Assigned VA will meet a Referred Client’s expectations, or that any Referred Client will remain active for any minimum period.
6.4 Credit Repair and Adjacent Industry Support. The Company may support Referred Clients in the credit repair, mortgage, real estate, insurance, finance, and related sectors by sourcing VAs with relevant administrative, operational, client support, CRM, document management, dispute workflow support, lead follow-up, scheduling, or similar business support capabilities. Any training materials, credit repair workflow materials, or industry-specific onboarding materials provided or used under the Program are intended for staffing enablement and administrative support only and do not constitute legal advice, financial advice, credit repair services, credit counseling, compliance certification, or a guarantee of regulatory compliance.
6.5 No Regulated Services by Company. The Company is not engaged under the Agreement as a credit repair organization, credit counseling agency, law firm, financial advisor, consumer reporting agency, mortgage broker, insurance producer, or compliance consultant. Partner and each Referred Client are solely responsible for determining whether their business, communications, scripts, dispute processes, client onboarding, consumer disclosures, authorization forms, advertising, and service delivery comply with applicable laws.
7-PARTNER RESPONSIBILITIES.
7.1 Referral Activities. Partner is responsible for referring prospective clients in a professional, lawful, and accurate manner. Partner shall use only Approved Referral Channels or other Company-approved referral methods when referring prospects to the Company.
7.2 No Referral Manipulation. Partner shall not manipulate the referral process, misuse referral links or codes, generate fake or artificial referrals, route duplicate referrals in bad faith, encourage prospects to provide false information, or otherwise attempt to obtain Referral Income through misleading, fraudulent, automated, deceptive, or bad-faith conduct.
7.3 Marketing Compliance. Partner is solely responsible for complying with all laws applicable to its own marketing, referral, advertising, lead generation, communications, data collection, and customer outreach activities, including applicable privacy, consumer protection, electronic communications, telemarketing, spam, advertising, credit repair, financial services, and unfair or deceptive practices laws.
7.4 No Unauthorized Statements. Partner shall not: (a) state or imply that Partner is authorized to bind the Company; (b) represent that the Company guarantees savings, results, credit improvement, dispute outcomes, business outcomes, staffing availability, or client retention; (c) modify Company pricing or commercial terms; (d) promise discounts, credits, refunds, service levels, or outcomes on behalf of the Company; (e) use Company materials except as approved by the Company; or (f) make statements inconsistent with the Company’s role as a virtual staffing provider.
7.5 Referral Disclosures. Partner is solely responsible for making any disclosures required by law regarding its referral relationship, compensation, endorsements, sponsorships, testimonials, or financial interest in referrals.
7.6 Partner Information. Partner shall promptly provide accurate payment information, tax forms, business verification documents, authority documentation, and any other information reasonably requested by the Company for payment, tax, compliance, verification, or risk management purposes. The Company may withhold Referral Income until Partner provides required documentation.
8-REFERRAL INCOME; COMPENSATION MODELS.
8.1 Compensation Determined by Enrollment Form. Partner may receive Referral Income only as expressly stated in the applicable Enrollment Form and subject to these Terms. The Enrollment Form will identify the Selected Compensation Model, applicable Referral Income percentage, payout timing, approved referral channels, and any special commercial terms.
8.2 Gross Profit Basis. Unless expressly stated otherwise in the applicable Enrollment Form, Referral Income is calculated based on Gross Profit, not gross revenue, billings, quoted rates, scheduled hours, invoice amounts, or uncollected amounts.
8.3 One-Time Incentive Model. If selected in the applicable Enrollment Form, Partner will receive a one-time Referral Income payment equal to twenty-five percent (25%) of the Gross Profit generated from the first six (6) weeks of the applicable Covered Engagement, provided that: (a) the Referred Client completes six (6) weeks of engagement with the applicable Assigned VA or approved replacement VA in the same role; (b) the Company receives and retains payment from the Referred Client for those six (6) weeks; (c) the amounts are not disputed, refunded, credited, reversed, charged back, or written off; and (d) the Covered Engagement remains eligible under the Agreement. No recurring Referral Income is owed under this model.
8.4 Flat Recurring Incentive Model. If selected in the applicable Enrollment Form, Partner will receive recurring Referral Income equal to five percent (5%) of Gross Profit generated from each eligible Covered Engagement. Payments will be calculated monthly based on the number of weekendings (that is the number of Sundays) that fall during that month and may continue for up to twelve (12) months from the applicable VA start date, only while the Covered Engagement remains active and eligible and only to the extent the Company receives and retains payment from the Referred Client.
8.5 Hybrid Incentive Model. If selected in the applicable Enrollment Form, Partner will receive: (a) an upfront Referral Income payment equal to twenty-five percent (25%) of the Gross Profit generated from the first week of the applicable Covered Engagement, payable only after the applicable onboarding period has been completed to the Company’s reasonable satisfaction and the Company has received and retained payment from the Referred Client for that first week; and (b) recurring Referral Income equal to four percent (4%) of Gross Profit generated from the applicable Covered Engagement, calculated monthly based on the number of weekendings (that is the number of Sundays) that fall during that month and payable for up to twelve (12) months from the applicable VA start date, only while the Covered Engagement remains active and eligible.
8.6 Onboarding Period for Hybrid Model. For purposes of the Hybrid Incentive Model, the onboarding period is generally expected to be two (2) to four (4) weeks after the VA start date, but may be extended by the Referred Client or the Company based on training needs, client requirements, readiness, replacement, attendance, performance, or operational circumstances. The upfront payment is not earned until onboarding is completed and the Company has received and retained the applicable client payment.
8.7 Twelve-Month Maximum. Except for the One-Off Incentive Model, Referral Income for each Covered Engagement is limited to a maximum of twelve (12) months from the VA start date for that Covered Engagement. No Referral Income is owed after the twelve-month period expires unless expressly agreed in a written amendment or updated Enrollment Form approved by both Parties.
8.8 Replacements. If an Assigned VA is replaced in the same Covered Engagement and the Referred Client continues the same role or substantially similar role without material interruption, Referral Income may continue for the remainder of the original twelve-month period, subject to the applicable compensation model. A replacement VA does not restart the twelve-month period unless the Company expressly agrees in writing.
8.9 Additional VA Roles and Service Engagements. If an eligible Referred Client engages more than one VA, role, or service engagement with the Company, Referral Income will apply to each eligible Covered Engagement for that Referred Client, provided that each such engagement is accepted by the Company, tracked by the Company as associated with the Referred Client, and satisfies the eligibility, payment, exclusion, and other requirements of the Agreement. Each Covered Engagement will have its own applicable VA start date and its own twelve-month maximum Referral Income period, unless otherwise expressly stated in the applicable Order Form or a written amendment approved by both Parties.
For clarity, additional VA roles, replacement VAs, expanded hours, or additional service engagements do not extend or restart the twelve-month earning period for any earlier Covered Engagement, but may create a separate twelve-month earning period for each additional eligible Covered Engagement.
8.10 Exclusions. No Referral Income is owed for: (a) Existing Clients/Prospects; (b) referrals not tracked through Approved Referral Channels, unless otherwise confirmed by the Company in writing; (c) prospects that do not execute a Client Agreement; (d) prospects that do not begin a Covered Engagement; (e) amounts not actually collected and retained by the Company; (f) taxes, pass-through expenses, setup fees, software/tooling charges, background check charges, reimbursement items, payment processing surcharges, or other non-service amounts; (g) refunded, credited, reversed, charged-back, disputed, written-off, or uncollectible amounts; (h) fraudulent, manipulated, duplicate, or misleading referrals; (i) engagements terminated before the applicable earning conditions are satisfied; (j) amounts earned after the applicable twelve-month maximum period; or (k) any engagement excluded by the Agreement, the applicable Enrollment Form, or the Company’s referral tracking records.
8.11 Offsets; Clawbacks. If the Company overpays Referral Income, later refunds or credits a Referred Client, experiences a chargeback or reversal, determines that a referral was ineligible, or discovers referral manipulation or error, the Company may offset the overpaid or unearned amount against future Referral Income or require Partner to repay the amount within ten (10) business days after written demand.
8.12 No Ownership Interest. Referral Income is a contractual referral fee only. Partner has no ownership interest in any Company client, client relationship, VA relationship, revenue stream, account, receivable, contract, margin, or business opportunity.
9-BILLING; PAYMENT; REPORTING; TAXES.
9.1 Company Billing. Unless otherwise agreed in writing, the Company will contract with and bill Referred Clients directly. Partner will not invoice Referred Clients for Company services, collect Company service fees, hold itself out as merchant of record for Company services, or accept payments on behalf of the Company.
9.2 Payment Timing. Referral Income will be calculated after the end of each calendar month based on amounts collected and retained by the Company during that month. Subject to Partner’s compliance with the Agreement and receipt of required tax and payment documentation, earned Referral Income will be paid within thirty (30) days after the end of the month in which the applicable amount becomes calculable and payable, unless otherwise stated in the applicable Enrollment Form.
9.3 Payment Method. Payments will be made in U.S. Dollars by ACH, wire transfer, payment platform, or another payment method approved by the Company. Partner is responsible for all intermediary bank fees, outgoing transfer fees, currency conversion fees, and payment platform fees charged to Partner or deducted from Partner’s payment.
9.4 Reports. The Company will provide reasonable referral-income reporting, which may include the Referred Client name, Covered Engagement status, applicable model, collected revenue, COGS, Gross Profit, Referral Income, and payment adjustments. The Company is not required to disclose confidential contractor pay details, internal margin methodology, client agreements, bank records, tax records, full accounting books, or competitively sensitive information beyond what is reasonably necessary to substantiate Referral Income.
9.5 Payment Disputes. Partner must dispute any Referral Income statement in writing within ten (10) business days after receipt, specifying the disputed items and the basis for dispute in reasonable detail. Undisputed amounts remain final. The Parties will work in good faith to resolve timely disputed items.
9.6 Taxes. Partner is solely responsible for all taxes arising from Referral Income paid to Partner. The Company may request a W-9 or other tax documentation before making payment. If withholding is required by law, the Company may withhold and remit applicable amounts and will provide documentation reasonably required by law.
9.7 Suspension of Payments. The Company may suspend Referral Income payments pending investigation if the Company reasonably suspects referral manipulation, breach, fraud, data misuse, misrepresentation, non-compliance, payment error, or other conduct that may affect eligibility or payment accuracy.
10-CREDIT REPAIR; FINANCIAL SERVICES; REGULATED INDUSTRY SAFEGUARDS.
10.1 Administrative Staffing Support Only. Any credit repair, mortgage, finance, real estate, insurance, or related support provided through Assigned VAs is administrative, operational, client support, workflow support, documentation support, CRM support, scheduling support, or similar business support only. The Company does not provide regulated credit repair services, consumer credit counseling, legal advice, financial advice, mortgage advice, insurance advice, or compliance advice.
10.2 Partner and Client Compliance Responsibility. Partner and each Referred Client are solely responsible for their own legal and regulatory compliance, including with respect to consumer authorizations, credit report access, dispute letters, consumer disclosures, marketing claims, scripts, sales practices, recordkeeping, privacy, data security, and any required licensing, registration, bonding, or disclosures.
10.3 No Promises Regarding Credit Outcomes. Partner shall not state or imply that the Company or any Assigned VA can guarantee credit score increases, credit report changes, deletion of negative items, approval for loans, financial outcomes, dispute results, regulatory compliance, or any similar consumer outcome.
10.4 Client-Approved Processes. Referred Clients are responsible for approving all scripts, templates, dispute letters, client communications, compliance disclosures, and workflows used in their business. Assigned VAs may support such processes only under the Referred Client’s direction and subject to the applicable Client Agreement.
10.5 Sensitive Consumer Data. Partner shall not transmit sensitive consumer information to the Company unless expressly authorized in writing by the Company.
10.6 Indemnity for Regulated Industry Claims. Partner shall indemnify the Company for claims arising out of Partner’s marketing, statements, referrals, regulated-industry representations, misuse of Company materials, unlawful data sharing, or failure to comply with laws applicable to Partner’s business or referral activities.
11-BRAND PROTECTION; MARKETING; PUBLICITY.
11.1 Company Marks. Partner shall not use the Company’s name, logo, trademarks, service marks, trade names, domain names, website content, screenshots, materials, case studies, pricing, proposal materials, or other brand assets without the Company’s prior written consent in each instance.
11.2 Partner Marks. The Company shall not use Partner’s name, logo, trademarks, or brand assets for marketing purposes without Partner’s prior written consent, except that the Company may use Partner’s name internally for referral tracking, reporting, reconciliation, account management, and administrative purposes.
11.3 Approved Materials. If the Company approves any Partner use of Company materials, Partner shall use such materials only in the approved form, for the approved purpose, and in compliance with any Company brand guidelines or instructions. The Company may revoke approval at any time upon written notice.
11.4 Public Announcements. Neither Party shall issue any press release, public announcement, testimonial, public case study, website announcement, social media post, or other public communication regarding the Agreement or the Parties’ relationship without the other Party’s prior written approval as to content, timing, and format.
11.5 No Disparagement. During the Term and for one (1) year thereafter, neither Party shall knowingly make materially false or misleading public statements about the other Party intended to harm the other Party’s business reputation. This section does not restrict truthful statements required by law, legal process, or regulatory inquiry.
12-CONFIDENTIALITY.
12.1 Definition. “Confidential Information” means any non-public information disclosed by one Party to the other Party in connection with the Agreement, whether oral, written, electronic, visual, or otherwise, that is designated confidential or reasonably should be understood to be confidential based on its nature or circumstances. Confidential Information includes referral data, customer identities, prospect information, pricing, margins, billing details, COGS, payment reports, business plans, training materials, operating procedures, VA information, contractor information, client information, technical information, security practices, marketing strategy, and the terms of the Agreement.
12.2 Use and Protection. The receiving Party shall use Confidential Information only as necessary to perform under the Agreement and shall protect it with at least reasonable care and no less than the care it uses to protect its own similar confidential information.
12.3 Limited Disclosure. The receiving Party may disclose Confidential Information only to employees, contractors, advisors, attorneys, accountants, and agents who have a legitimate need to know for purposes of the Agreement and who are bound by confidentiality obligations at least as protective as those in the Agreement. The receiving Party remains responsible for breaches by its representatives.
12.4 Exclusions. Confidential Information does not include information that the receiving Party can demonstrate by competent evidence: (a) is or becomes public without breach of the Agreement; (b) was lawfully known without restriction before disclosure; (c) is lawfully received from a third party without confidentiality restriction; or (d) is independently developed without use of the disclosing Party’s Confidential Information.
12.5 Required Disclosure. If a Party is required by law, court order, or governmental authority to disclose Confidential Information, it shall, to the extent legally permitted, provide prompt notice to the disclosing Party and reasonably cooperate in seeking protective treatment.
12.6 Return or Destruction. Upon termination or written request, the receiving Party shall return or destroy Confidential Information in its possession or control, except to the extent retention is required by law, professional obligations, dispute records, or routine backup systems, provided retained information remains subject to the Agreement.
12.7 Equitable Relief. Unauthorized disclosure or misuse of Confidential Information may cause irreparable harm for which monetary damages may be inadequate. The disclosing Party may seek injunctive or equitable relief in addition to other remedies.
13-DATA PROTECTION; INFORMATION SECURITY; INCIDENT RESPONSE.
13.1 Compliance. Each Party shall comply with applicable privacy and data protection laws as they relate to its performance under the Agreement.
13.2 Data Minimization. Each Party shall limit personal data shared under the Agreement to what is reasonably necessary for referral administration, onboarding coordination, client communication, payment processing, reporting, and compliance.
13.3 Safeguards. Each Party shall maintain reasonable administrative, technical, and physical safeguards designed to protect personal data and Confidential Information from unauthorized access, disclosure, alteration, or destruction.
13.4 Security Incidents. A Party that becomes aware of a confirmed security incident involving personal data or Confidential Information shared under the Agreement shall notify the other Party without undue delay and provide information reasonably necessary for the other Party to assess impact and comply with legal obligations.
13.5 Restricted Data. Unless expressly agreed in a separate written data processing agreement or applicable Client Agreement, neither Party shall transmit payment card data, protected health information, consumer credit reports, Social Security numbers, financial account numbers, government identification documents, or other highly sensitive regulated data to the other Party under the Agreement.
14-NON-SOLICITATION; NON-CIRCUMVENTION.
14.1 Non-Solicitation of Assigned VAs and Company Personnel. During the Term and for two (2) years thereafter, Partner shall not, directly or indirectly, solicit, recruit, hire, engage, contract with, or otherwise retain any Assigned VA, Company contractor, Company employee, or Company personnel introduced, identified, or made known to Partner through the Program, except through the Company or with the Company’s prior written consent.
14.2 Non-Circumvention. Partner shall not circumvent the Company by routing staffing opportunities, VA engagements, Referred Clients, client opportunities, or Assigned VA relationships outside the Company after such opportunity, client, or VA has been introduced or facilitated through the Program.
14.3 Liquidated Damages. The Parties acknowledge that a breach of this Section would cause the Company substantial harm, including lost revenue, lost margins, recruitment costs, vetting costs, replacement costs, disruption, and damage to business relationships, and that actual damages would be difficult to calculate with certainty. Accordingly, for each breach involving an Assigned VA, Company contractor, or Company personnel, Partner shall pay the Company, as liquidated damages and not as a penalty, an amount equal to the greater of: (a) Ten Thousand U.S. Dollars (US $10,000.00) per affected individual; or (b) the affected individual’s annualized compensation or contractor income based on forty (40) hours per week and fifty-two (52) weeks per year at the applicable hourly rate. This remedy is cumulative and does not limit the Company’s right to seek injunctive relief or other remedies.
14.4 Referral Manipulation. Partner shall not manipulate referrals, attribution, contact records, lead source information, or client identity to obtain Referral Income. Referral manipulation is a material breach and may result in immediate suspension, forfeiture of unpaid Referral Income related to the affected referral, termination for cause, and repayment of amounts previously paid.
15-RELATIONSHIP OF THE PARTIES; INDEPENDENT CONTRACTOR SAFEGUARDS.
15.1 Independent Contractors. The Parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, franchise, agency, fiduciary relationship, employment relationship, or employer-of-record relationship between the Parties.
15.2 No Authority to Bind. Neither Party may bind the other Party, incur obligations on behalf of the other Party, or make representations, warranties, guarantees, or commitments on behalf of the other Party.
15.3 Assigned VAs. Assigned VAs are independent contractors engaged through the Company’s network and are not employees of Partner or of any Referred Client. The Company does not act as employer of record for Assigned VAs unless expressly agreed in a separate written agreement.
15.4 Day-to-Day Direction. The applicable Referred Client is responsible for directing day-to-day tasks, priorities, outputs, tools, deliverables, and acceptance criteria for the Assigned VA’s work under the Client Agreement, subject to the independent contractor structure. Partner shall not exercise control over Assigned VAs in a manner that creates employment, co-employment, joint employment, agency, or misclassification risk.
15.5 Communications. Partner shall ensure its communications accurately describe the Parties’ roles and do not create confusion regarding who provides staffing services, who contracts with the Referred Client, who bills the Referred Client, or who is responsible for managing day-to-day work.
16-REPRESENTATIONS; WARRANTIES; DISCLAIMERS.
16.1 Mutual Representations. Each Party represents that: (a) it is duly organized and validly existing under applicable law; (b) it has authority to enter into and perform the Agreement; (c) execution and performance of the Agreement do not violate any agreement binding on it; and (d) it will comply with laws applicable to its own performance.
16.2 Partner Representations. Partner represents that: (a) Partner will not make unauthorized statements on behalf of the Company; (b) Partner will comply with applicable marketing, privacy, consumer protection, credit repair, financial services, communications, and referral disclosure laws; (c) Partner will not refer prospects through unlawful, deceptive, misleading, automated, or bad-faith methods; and (d) Partner will not misuse Company referral links, referral codes, onboarding links, intake forms, landing pages, materials, marks, or Confidential Information.
16.3 Company Disclaimer. Except as expressly stated in the Agreement, the Company makes no warranties regarding referral conversion, client acceptance, VA availability, VA performance, client retention, credit repair outcomes, business outcomes, revenue generation, compliance outcomes, or uninterrupted service.
16.4 No Legal or Financial Advice. Partner acknowledges that neither the Company nor any Assigned VA provides legal, tax, financial, credit repair, mortgage, insurance, or regulatory compliance advice under the Agreement.
17-INDEMNIFICATION.
17.1 Partner Indemnity. Partner shall defend, indemnify, and hold harmless the Company and its owners, officers, directors, employees, contractors, agents, affiliates, successors, and assigns from and against any and all claims, damages, liabilities, losses, penalties, fines, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to: (a) Partner’s breach of the Agreement; (b) Partner’s referral, marketing, advertising, lead generation, outreach, or customer communications; (c) Partner’s misrepresentations or unauthorized statements regarding the Company or its services; (d) Partner’s violation of applicable law; (e) Partner’s failure to provide required disclosures; (f) Partner’s misuse of Company Marks, materials, Confidential Information, or data; (g) referral manipulation, fraud, or circumvention; (h) Partner’s regulated industry statements, credit repair claims, consumer-facing claims, or financial services representations; (i) Partner’s tax obligations; or (j) claims by a referred prospect, Referred Client, consumer, regulator, or third party arising from Partner’s acts or omissions.
17.2 Company Indemnity. The Company shall defend and indemnify Partner from third-party claims arising solely from the Company’s gross negligence, willful misconduct, or material breach of its confidentiality obligations under the Agreement, except to the extent the claim arises from Partner’s acts or omissions, Referred Client acts or omissions, Assigned VA acts or omissions, client-provided materials, Partner-provided materials, regulated industry services, consumer credit data, or matters outside the Company’s direct control.
17.3 Procedure. The indemnified Party shall provide prompt written notice of any claim for which indemnification is sought. Failure to provide prompt notice will relieve the indemnifying Party only to the extent materially prejudiced. The indemnifying Party may control the defense and settlement with counsel reasonably acceptable to the indemnified Party. The indemnified Party shall reasonably cooperate at the indemnifying Party’s expense. The indemnifying Party shall not settle any claim in a manner that imposes non-monetary obligations, admission of wrongdoing, or injunctive obligations on the indemnified Party without the indemnified Party’s prior written consent.
17.4 Survival. Indemnification obligations survive termination of the Agreement.
18-LIMITATION OF LIABILITY.
18.1 Exclusion of Damages. To the maximum extent permitted by law, neither Party shall be liable to the other for indirect, incidental, consequential, special, exemplary, punitive, or enhanced damages, including lost profits, lost revenue, lost business opportunity, loss of goodwill, loss of data, or business interruption, whether based in contract, tort, statute, or otherwise, even if advised of the possibility of such damages.
18.2 Company Liability Cap. To the maximum extent permitted by law, the Company’s total aggregate liability arising out of or relating to the Agreement shall not exceed the lesser of: (a) the total Referral Income actually paid by the Company to Partner during the six (6) months immediately preceding the event giving rise to the claim; or (b) Five Thousand U.S. Dollars (US $5,000.00). This cap applies regardless of the theory of liability and regardless of whether any remedy fails of its essential purpose.
18.3 Exceptions. Nothing in this Section limits liability that cannot be limited by applicable law. Partner’s repayment obligations, indemnification obligations, confidentiality obligations, data protection obligations, non-solicitation obligations, non-circumvention obligations, and misuse of Company Marks are not limited by the liability cap to the extent permitted by law.
19-EXPIRATION; NON-RENEWAL; TERMINATION; SUSPENSION.
19.1 Non-Renewal. Either Party may elect not to renew the Agreement by providing written notice of non-renewal at least thirty (30) days before the end of the then-current term, unless a different notice period is stated in the applicable Enrollment Form.
19.2 Termination for Cause. Either Party may terminate the Agreement for cause upon written notice if the other Party materially breaches the Agreement and fails to cure the breach within fifteen (15) days after receiving written notice specifying the breach. The Company may terminate immediately upon written notice for fraud, referral manipulation, circumvention, unlawful conduct, misuse of Company Marks, material confidentiality breach, material data breach, non-solicitation breach, or conduct that creates material legal, reputational, regulatory, or operational risk.
19.3 Suspension. The Company may suspend referral acceptance, referral tracking, onboarding support, reporting, and Referral Income payments if Partner breaches the Agreement or if the Company reasonably suspects fraud, referral manipulation, legal non-compliance, data misuse, unauthorized statements, or other conduct affecting the integrity of the Program.
19.4 Effect of Expiration, Non-Renewal, or Termination. Upon expiration, non-renewal, or termination: (a) accrued rights and obligations remain enforceable; (b) the Company may continue servicing Referred Clients under applicable Client Agreements; (c) Partner shall cease using Company Marks, Company materials, and Confidential Information; (d) each Party shall return or destroy Confidential Information as required by these Terms; and (e) the Company will issue a final Referral Income statement for eligible amounts accrued through the effective date of expiration, non-renewal, or termination, subject to offsets, exclusions, and adjustments.
19.5 Tail Payments. If the Agreement expires or is not renewed, Partner may continue receiving Referral Income for Covered Engagements that began before the effective date of expiration or non-renewal, but only for the remainder of the applicable earning period and never beyond the applicable twelve-month maximum. If the Company terminates the Agreement for cause due to Partner’s fraud, referral manipulation, circumvention, willful misconduct, misuse of Company Marks, material confidentiality breach, material data breach, or unlawful conduct, all unpaid and future Referral Income related to affected referrals may be forfeited to the maximum extent permitted by law.
19.6 Survival. Sections intended by their nature to survive termination shall survive, including Sections 8.10, 8.11, 10, 11, 12, 13, 14, 15, 17, 18, 19.4, 19.5, 20, and 21.
20-DISPUTE RESOLUTION; GOVERNING LAW.
20.1 Good-Faith Escalation. Before initiating formal proceedings, the Parties shall attempt in good faith to resolve disputes through executive-level discussions. Either Party may initiate escalation by written notice describing the dispute. The Parties shall confer within thirty (30) business days after notice unless a different period is agreed.
20.2 Arbitration. Except for claims seeking injunctive or equitable relief, any dispute, claim, or controversy arising out of or relating to the Agreement shall be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator. The seat of arbitration shall be Maryland. The arbitration shall be conducted in English.
20.3 Injunctive Relief. Either Party may seek temporary, preliminary, or permanent injunctive or equitable relief in a court of competent jurisdiction to prevent or stop misuse of Confidential Information, misuse of intellectual property or marks, non-solicitation breach, non-circumvention breach, data misuse, or other irreparable harm.
20.4 Governing Law. The Agreement is governed by the laws of the State of Maryland, without regard to conflict-of-law rules.
20.5 Venue for Court Proceedings. For any court proceeding permitted under the Agreement, the Parties consent to the exclusive jurisdiction and venue of the state or federal courts located in Maryland.
20.6 Attorneys’ Fees. The prevailing Party in any arbitration or court proceeding arising out of the Agreement shall be entitled to recover reasonable attorneys’ fees and costs to the extent permitted by law or awarded by the arbitrator or court.
21-GENERAL PROVISIONS.
21.1 Notices. All notices under the Agreement must be in writing and delivered by personal delivery, nationally recognized courier, certified or registered mail, or email to the addresses listed in the applicable Enrollment Form or such updated address as a Party may provide by notice. Email notice is effective when sent during the recipient’s normal business hours, or the next business day if sent after hours, provided no bounce-back or delivery failure is received.
21.2 Assignment. Neither Party may assign the Agreement without the other Party’s prior written consent, except to a successor in connection with a merger, acquisition, corporate reorganization, or sale of substantially all assets, provided the assignee assumes the assigning Party’s obligations in writing. Any prohibited assignment is void.
21.3 Force Majeure. Neither Party is liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, government action, labor disruptions, power failure, internet or telecommunications outages, cyber incidents not caused by the affected Party’s failure to maintain reasonable safeguards, or other events beyond reasonable control, provided the affected Party uses commercially reasonable efforts to mitigate the impact.
21.4 Updates to Terms. The Company may update these Terms from time to time by posting an updated version on its website or otherwise providing notice to Partner. Unless otherwise stated in the applicable Enrollment Form, updates will apply prospectively to referrals made after the effective date of the updated Terms. No update will retroactively reduce Referral Income already earned for eligible Covered Engagements before the effective date of the update, except as required by law or as necessary to correct fraud, error, ineligibility, chargebacks, refunds, credits, reversals, or overpayments. Partner’s continued referral of prospects after the effective date of updated Terms constitutes acceptance of the updated Terms for referrals made after that effective date.
21.5 Amendment. The Agreement may be amended only by a written instrument signed by authorized representatives of both Parties, except that the Company may update these Terms in accordance with Section 21.4.
21.6 Waiver. No waiver is effective unless in writing and signed by the Party against whom enforcement is sought. No failure or delay in exercising any right operates as a waiver.
21.7 Severability. If any provision of the Agreement is held invalid or unenforceable, the remaining provisions remain in full force, and the invalid or unenforceable provision shall be modified to the minimum extent necessary to make it enforceable while preserving the Parties’ intent.
21.8 Entire Agreement. The Agreement, consisting of the applicable Enrollment Form, these Terms, any written amendments, and any documents expressly incorporated by reference, constitutes the entire agreement between the Parties regarding the Program and supersedes all prior or contemporaneous proposals, discussions, negotiations, understandings, and communications regarding the subject matter.
21.9 Order of Precedence. In the event of conflict among the documents forming the Agreement, the following order of precedence applies: (a) a written amendment signed by both Parties; (b) the applicable Enrollment Form; (c) these Terms; (d) Referral Tracking Records; and (e) any operational, reporting, or administrative document. The Enrollment Form controls only with respect to the specific commercial terms expressly stated in the Enrollment Form. These Terms control all legal, operational, compliance, confidentiality, data protection, non-solicitation, non-circumvention, termination, indemnity, limitation of liability, and dispute resolution matters unless the Enrollment Form expressly states otherwise.
21.10 Construction. The Parties have had the opportunity to review the Agreement. No provision shall be construed against either Party because that Party drafted it. “Including” means “including without limitation.” Headings are for convenience only.
21.11 Counterparts; Electronic Signatures. Any Enrollment Form or amendment may be executed in counterparts and by electronic signature, each of which is deemed an original and all of which together constitute one instrument.
