Independent Referral Partner Agreement

1. Who this agreement is between

This Independent Referral Partner Agreement (the "Agreement") is between YourLead ("YourLead", "we", "us"), operator of www.yourleadnow.com (the "Platform"), and the person or business that creates a partner account and accepts this Agreement (the "Partner", "you").

You accept this Agreement by ticking the acceptance box and creating a partner account. That electronic acceptance has the same effect as a signature. We keep a record of the version you accepted, the time, and the network address it came from.

You must be at least 18 years old and able to enter into contracts in the United States. If you accept on behalf of a business, you confirm that you are authorized to bind it.

2. What the Partner Program is

The Partner Program (the "Program") pays you a share of the revenue YourLead receives from professional service companies ("Companies") that create their YourLead account through your personal invite link or code (your "Referral Link"). A Company attributed to you this way is a "Referred Company".

The Program is a referral arrangement. It is not employment, a franchise, a partnership in the legal sense, a joint venture or an agency. You have no authority to make commitments, sign documents, collect money or give guarantees on behalf of YourLead, and you must not suggest that you do.

The Program is non-exclusive. You may take part in other programs and we may work with other partners, run our own marketing and sign Companies directly.

3. Attribution: which Companies are yours

A Company becomes your Referred Company when its YourLead account is created through your Referral Link, or when it claims a pre-listed YourLead page while your Referral Link is active in its browser, and no other partner, pro referral code or prior account already applies to that Company.

Attribution is decided once, at account creation, by our records, and is final. A Company that already has a YourLead account, or that was already attributed to another partner or referral, cannot be re-attributed to you.

You may not refer yourself, your own company, or any company you own, control or are employed by, unless we approve it in writing first. Accounts created to game attribution are removed and any commission on them is forfeited.

YourLead may decline or remove any Company from your account where we reasonably believe the attribution was obtained in breach of this Agreement or the Company is fraudulent, duplicate or ineligible.

4. Commission

For each Referred Company, YourLead pays you a percentage (the "Commission Rate") of Net Revenue. "Net Revenue" means the amounts YourLead actually receives from that Referred Company for lead fees (auction wins and Buy now purchases) and Pro membership subscriptions, less refunds, chargebacks, reversals, credits, promotional discounts and any taxes or payment processing fees charged on those amounts.

The Commission Rate depends on the combined lifetime Net Revenue of all your Referred Companies, as published on the Program page (the "Rate Schedule"). At the date of this version the Rate Schedule is: 20% from your first Referred Company; 25% once combined lifetime Net Revenue reaches $10,000; 30% once it reaches $50,000. Your tier is never reduced because of the passage of time or a reset period.

Commission is earned when YourLead receives the payment from the Referred Company, and is credited to your partner balance at that time. If a payment is later refunded or reversed, the commission on it is deducted from your balance, and from future commissions if your balance is insufficient.

Commission continues for as long as the Referred Company remains a paying customer of the Platform and this Agreement is in effect between you and YourLead and you are in good standing. There is no fixed cut-off period.

Nothing is paid for recruiting or referring other partners, for sign-ups that never pay, for homeowner or business project postings, or for any amount YourLead does not actually receive. Free lead credits, promotional credits and referral credits used by a Referred Company are not revenue and earn no commission.

YourLead may change the Rate Schedule for revenue received after the change by giving you at least 30 days notice on the Program page or by email. Changes never apply to commission already earned.

5. Payment

Your partner balance is paid automatically every week, normally on Friday, by transfer to the bank account you link through our payment processor (Stripe Connect). Balances below the minimum shown in the dashboard (at the date of this version, $10) roll over to the following week. You must link a bank account in your name or your business name before any payment can be made; balances accrue until you do.

Bank and identity details are collected and held by Stripe under its own terms, which you accept when you link your account; YourLead does not store your bank account number. Before your payments for a year reach the IRS reporting threshold you must provide tax information (Form W-9, or the applicable W-8 for non-US persons) through the same process. Where the law requires, we or Stripe will issue a Form 1099 and may withhold amounts required by tax authorities.

You are responsible for all taxes on amounts we pay you. We do not withhold income tax, Social Security, Medicare or unemployment contributions, and you are not entitled to benefits of any kind from YourLead.

We may withhold or set off commission that we reasonably believe was earned in breach of this Agreement, or that relates to Companies under investigation for fraud, until the matter is resolved. Balances under the minimum at termination for breach are forfeited; balances at termination for any other reason are paid in the next weekly payout, or within 60 days if no bank account is linked.

6. How you may promote YourLead

You may share your Referral Link in person, by email to people you have a relationship with, on your own website and social media accounts, and through printed material we approve. You must always identify yourself as an independent partner, never as YourLead staff.

You must comply with all applicable laws, including the Telephone Consumer Protection Act, the CAN-SPAM Act, the Florida Telephone Solicitation Act and state and federal consumer protection and privacy laws. In particular you must not send text messages or make automated or prerecorded calls to anyone who has not given prior express consent, and every marketing email you send must identify you, include a working opt-out and honor opt-outs within 10 days.

You must not make any statement about YourLead, its prices, the number or quality of leads, earnings or results that is not published by YourLead on the Platform. You must not offer Companies cash, rebates or other inducements to sign up unless we approve them in writing.

You must not bid on or use the YourLead name, logo, domain or confusingly similar terms in paid search or social advertising, register domains or social handles containing them, or use them in a way that suggests you are YourLead. You may use the YourLead name and logo only as we supply them and only to identify the Platform truthfully.

You must not post the Referral Link in spam, coupon or "deal" sites, use bots, incentivized traffic, cookie stuffing, iframes or any technical means to create attribution without a real Company choosing to sign up through your link.

You must not collect, store or use personal information of Companies or homeowners obtained through the Platform for any purpose other than the Program, and you must keep any non-public information about YourLead, its Companies, users, pricing and plans confidential.

7. Independent contractor

You are an independent contractor. You decide whether, when, where and how much you work; there is no schedule, quota or minimum. You supply your own equipment and pay your own expenses. Nothing in this Agreement creates an employment relationship, and you agree not to claim one.

You are responsible for the people who help you. If anyone acts on your behalf under this Agreement, you remain fully responsible for their compliance with it.

8. Intellectual property and data

YourLead owns the Platform, its content, marks and data. This Agreement gives you a limited, revocable, non-exclusive, non-transferable licence to use the Referral Link and the marketing material we supply, solely to promote the Platform under this Agreement. The licence ends when this Agreement ends.

Any material you create that uses our marks must be approved by us before use and must be taken down when we ask. All rights in our marks, and any goodwill from your use of them, belong to YourLead.

The list of your Referred Companies, their activity and their spend is confidential information of YourLead shown to you only to track your commission.

9. Term and termination

This Agreement starts when you accept it and continues until ended by either side.

You may end it at any time by closing your partner account or by writing to us through the support assistant. We may end it at any time on 30 days written notice, or immediately if you breach this Agreement, act in a way that could harm YourLead or its users, or become the subject of a legal, regulatory or fraud complaint related to the Program.

If YourLead ends this Agreement without your breach, we will pay commission earned up to the end date and, at our option, either continue paying commission on your Referred Companies under this Agreement or make a single final payment equal to twelve times your average monthly commission over the six months before the end date. If we end it for your breach, commission stops on the end date and the payment rules in section 5 apply.

If the Program is discontinued or the Platform is sold, merged or transferred, this Agreement may be assigned to the new operator or ended under the previous paragraph. You may not assign this Agreement without our written consent.

Sections 4 (as to commission already earned), 5, 6 (as to confidentiality), 8, 10, 11 and 12 survive termination.

10. No warranties

The Program, the Platform and the dashboard are provided "as is". We do not promise that any Company will sign up, stay, or spend any amount, or that the Platform will operate without interruption or error. Our records of attribution, revenue and commission are conclusive except for manifest error.

11. Liability and indemnity

You agree to indemnify and hold harmless YourLead, its owners, officers, employees and contractors from any claim, loss, penalty, fine or expense (including reasonable legal fees) arising from your breach of this Agreement, your marketing activity, any statement you make about YourLead, or any violation of law by you or anyone acting for you.

To the maximum extent permitted by law, YourLead is not liable to you for indirect, incidental, special, consequential or punitive damages, or for lost profits or business, and our total liability under this Agreement is limited to the commission paid to you in the twelve months before the claim.

12. Disputes, governing law, general

This Agreement is governed by the laws of the State of Florida, without regard to conflict of law rules. Any dispute that we cannot resolve through the support process will be brought exclusively in the state or federal courts located in Miami-Dade County, Florida, and you consent to their jurisdiction. Each party waives any right to a jury trial and to take part in a class action relating to this Agreement.

This Agreement, the Rate Schedule and the Platform Terms of Use and Privacy Policy (which also apply to your partner account) are the entire agreement about the Program. If any part is unenforceable the rest remains in effect. Our failure to enforce a term is not a waiver of it.

We may update this Agreement. Material changes are announced on the Program page or by email at least 30 days before they take effect; continuing to use your partner account after that is acceptance. The version date at the top of this page identifies the current text.