Affiliate Referral Agreement for "Referrers" from PartnerStack

THIS AFFILIATE REFERRAL AGREEMENT (this “Agreement”) is made as of the e-signature receipt date between

(Hereinafter, collectively called, "Referrer") including its stockholders, partners, and other interested stakeholders, with reference to the following facts. The Referrer acknowledges that it is signing up for the Company’s affiliate referral program through the Company’s platform and use of other 3rd party affiliate marketing partner platform and the Company affiliate portal.  

The Referrer may be completing their electronic signature in the form of accepting the terms and condition by the checkboxes and buttons on Company’s affiliate platform and or TUNE.com or other platform which will be deemed an electronic signature and acceptance of this Agreement. Referrer may also further sign this Agreement in Company’s affiliate portal via embedded e-signature software in “My Affiliate Agreement” button on the left menu or other electronic means. 

This Agreement sets forth the terms and conditions whereby Referrer agrees to provide certain services to IRSpluswith offices located at 980 N. Michigan Ave, 1400, Chicago, Illinois 60611, an Illinois LLC (the “Company”).

RECITALS

WHEREAS , Company is in the business of providing services with respect to obtaining tax credit incentives for businesses and individuals such as the Employee Retention Credit and the Self Employed Tax Credit (“Tax Credit”); and

WHEREAS Referrer has offered introductions to new potential clients (“Potential Clients”) who may have the need for Company’s services for Tax Credits; and

WHEREAS , Company is interested in entering into new business relationships with such Potential Clients and whereas Referrer is interested in attempting to facilitate a business arrangement between Company and the Potential Clients for receipt of Tax Credits, the Parties hereto agree as follows:

1. Service

• 1.1 The Company hereby engages Referrer, and Referrer hereby accept such engagement, as an independent contractor to provide certain sales services to the Company. The Referrer agrees to use the affiliate Referrer portal and accept its privacy policy, terms and conditions, third-party integrations, and technology service providers on COMPANY’s website and Client and affiliate Referrer portal and all third-party integrations set forth in this Agreement.
  Referrer is a 100% commissionable sales referral agent who will be promoting Tax Credit services to businesses and or individuals in the USA. The Referrer acknowledges that potential clients may sign up for Company’s services through Company’s platform within affiliate portal. Referrer may choose to add multiple users to their account as their trusted authorized user with same authority level.

• 1.2 Referrer shall provide to the Company the services set forth below. Referrer making an introduction, and or negotiating and signing up of a Potential Client to the Company by submitting a lead for Company to call or signing up a client “sending onboarding email”, via email or directly in affiliate portal to Company. If a Potential Client is already a client of the Company or subject to another Referrer Agreement, Company shall provide written notice to Referrer that the Potential Client is already a client of Company or has already been introduced to Company (the “Services”). In addition to the Referrer having their marketing links, the Referrer to also have 2 options for their referrals within the affiliate portal: Option “a” or “b.”  The Referrers’ referrals will be tracked and shown within the affiliate portal.  The affiliate portal is for multiple incentives, so the Referrer is to make sure they are currently on the correct incentive page before signing up a client manually. 
• A Option 1
  Within the affiliate portal, the Referrer to “1 – Submit a Lead for US to Call” of potential clients that have shown their interest in ERC or SETC and would like to be contacted by Company, who may then sign up the referred client. 
• B Option 2
  Within the affiliate portal, the Referrer to “2 – Sign Up a Client” to their potential clients that have agreed to start the ERC or SETC process and do not need to speak to the Company.  This is where the Referrers’ client has asked to start the process, agree to ERC or SETC client fee percentage, and to receive the onboarding email. This will send out the onboarding email to the client, which will direct the Client to login to the Company’s client portal to begin their process.
• C The Referrer to also follow up with their Clients on them completing the following steps within the client portal: intake questionnaire form, signing the client agreement, uploading their documents and any other required steps for client.
• D For all intake questionnaire forms that Referrer completes for Client, the Client will need to be on the phone with Referrer when completing it, and thereafter Referrer will submit it to Client for their approval.  Client to approve it within the Company’s client portal or by other acceptable means that are outside of the client portal such as Client e-signature approval. When the referrer is completing the Client intake questionnaire form within the portal, the Referrer is required to input the Client’s email address exactly as it needs to match the same email address the Client has used in the client portal. For the Referrer to be able to submit the client intake questionnaire form to client for their approval, the Referrer is required to have already created the client in the client portal; by sending the client their onboarding email (without this, a Referrer will not be able to help the client with their intake questionnaire form). The Referrer is required to first create the client by “2 – Sign Up a Client” button.
• E All documents Referrer collects from the client and provide to Company, Referrer attests that they have properly and accurately received them from the client. If the Referrer is collecting the client documents, then the Referrer will login to the affiliate portal and then click on “Docs Upload for Clients.” Here the Referrer can upload the clients documents they have collected.  Referrer to properly follow instructions:  The Client email address needs to match the same email address the Client has used in the client portal.  For when the Referrer to upload documents for a client, the Referrer is required to have already created the client in the client portal; by sending the client their onboarding email (without this, a Referrer will not be able to upload their clients’ documents). The Referrer is required to first create the client by “2 – Sign Up a Client” button.
• F eferrer may quote ERC fees to client in the range of 15% to 30% and this can be selected in the affiliate portal button “2 – Sign Up a Client.” 
• G Referrer may quote SETC fees to client with 2 payment options:  ‘Pay AFTER’ of 25% fees or ‘Pay UPFRONT’ of 20% fee option and this can be selected in the affiliate portal button “2 – Sign Up a Client.” If Client signs up from Referrer’s “marketing link” then Client will choose their own fee option.
• 1.3 The Company does not and shall not control or direct the manner or means by which Referrer perform the Services, including but not limited to the time and place Referrer perform the Services. 
• 1.4 The Company may provide Referrer with access to its materials, information, and systems to the extent necessary for the performance of the Services. Unless otherwise specified, Referrer shall furnish, at Referrer own expense, the materials, equipment, and other resources necessary to perform the Services such as a phone and computer.
• 1.5 Referrer shall comply with all rules and procedures communicated to Referrer in writing by the Company, including those related to training, script, safety, security, and confidentiality about our marketing, sales system, and our leads.

2. TERM

The term of this Agreement shall commence on the date signed and shall continue until termination of this Agreement by either party.

3. FEE AND EXPENSES 

• 3.1 In consideration for Referrer introducing a Potential Client (for purposes of this Agreement, a “Potential Client” is a prospective client without a preexisting relationship with Company in any manner) to Company, Company hereby agrees that Referrer shall earn a Referrer’s fee equal to 20% (Twenty Percent) of net revenues for Tax Credit services earned by Company as a result of an introduction made by Referrer to Company (the “Referrer’s Fee”). 
• 3.2 In consideration for Referrer introducing another Referral Agent (hereinafter called “Secondary Agent”) to Company, Company hereby agrees that Referrer shall earn a Referrer’s fee equal to 5% (Five Percent) of net revenues for Tax Credit services earned by Company as a result of an introduction made by Referrer to Company (“Secondary Referrer’s Fee”). This Secondary Referrer’s Fee will only be on those potential clients that the Secondary Agent refers and for whom the Company performs Tax Credit services.
• 3.3 The term “net revenues” as set forth in this Agreement shall mean the money received by Company from the Client less the following expenses of Company directly related to that including, but not limited to the following:  Credit card processing fees, or financial processing fees (ACH or other bank fee’s for receiving client payments and for sending Referrer’s fees), Legal fees related to obtaining or enforcing the Company’s agreement with the Potential Client.
• 3.4 The Referrer’s fees will be payable within ten (10) days after: (i) the Company is paid by the referred client after the referred client has received their tax credit refund check payment from the Internal Revenue Service (“IRS”) for any quarter(s) or year(s); and or (ii) the time when the referred client chooses to pay the Company prior to receiving their tax credit refund check payment from the IRS.
• 3.5 The Referrer’s fees shall only be deemed earned at such time as Company receives undisputed compensation for Tax Credit services provided by Company from Client.
• 3.6 For the Referrer to receive commission fee payments, Referrer is required to use their exact same email address in both Affiliate portal and PayPal to receive commission payments.  Referrer acknowledges that Referrers’ email address is considered their legal name as well.
• 3.7 Referrer agrees that they cannot make any changes to Company’s Client Agreements’.
• 3.8 Referrer agrees that they cannot charge Client anything outside of Company’s Client Agreement.  To clarify, the  Referrer cannot charge anything from a client on top of the fees stated in Company’s Client agreement. 
• 3.9 Referrer agrees that they cannot charge Client any fees in advance.  The Referrer acknowledges and agrees that Client is to pay Company first and only thereafter can Referrer receive their referral commission fees from Company.
• 3.10 In the instance that a Client is entitled to a reimbursement of fees associated with their referral to the Company, Referrer hereby expressly agrees to have their Referrer Fee clawed back proportionally, sharing the expense with the Company. Should Company be required to, or otherwise decide to, provide any type of refund of fees to any Potential Client, then Referrer shall reimburse all such referral fees to Company within seven (7) days of notice from Company to Referrer. This obligation shall survive any termination of this Agreement and is an obligation of each signatory herein.
• 3.11 Referrer acknowledges that if they are aware that their referred client has received advance funding of their Tax Credits prior to the client receiving their Tax Credit refund checks from the IRS, the Referrer is to immediately notify the Company. As the Company’s fee’s are due in full (Client to Pay the Company their fees) at the time of Client receiving advance funding on their Tax Credits that have been applied for by Company.  
• 3.12 Referrer acknowledges that they may receive an IRS Form 1099-NEC from the Company, and that Referrer shall be solely responsible for all federal, state, and local taxes.
• 3.13 Referrer is solely responsible for any travel or other costs or expenses incurred by Referrer in connection with the performance of the Services, and in no event shall the Company reimburse Referrer for any such costs or expenses.

4. RELATIONSHIP OF THE PARTIES

• 4.1 Referrer is an independent contractor of the Company, and this Agreement shall not be construed to create any association, partnership, joint venture, employment, or agency relationship between Referrer and the Company for any purpose. Referrer has no authority (and shall not hold themselves out as having authority) to bind the Company and Referrer shall not make any agreements or representations on the Company’s behalf without the Company’s prior written consent.
• 4.2 Without limiting Section 4.1, Referrer will not be eligible to participate in any vacation, group medical or life insurance, disability, profit sharing or retirement benefits, or any other fringe benefits or benefit plans offered by the Company to its employees, and the Company will not be responsible for withholding or paying any income, payroll, Social Security, or other federal, state, or local taxes, making any insurance contributions, including for unemployment or disability, or obtaining workers’ compensation insurance on Referrer behalf. Referrer shall be responsible for, and shall indemnify the Company against, all such taxes or contributions, including penalties and interest. Any persons employed or engaged by Referrer in connection with the performance of the Services shall be Referrer employees or contractors and Referrer shall be fully responsible for them and indemnify the Company against any claims made by or on behalf of any such employee or contractor.
• 4.3 It is expressly understood and agreed that under no circumstances shall this Agreement be construed by Referrer as a right to require the reopening of the Agreement or any part of it. The terms and conditions of the agreement shall in all events continue to be effective throughout the express term of this Agreement except where amendments are mutually agreed to in writing and appended to this Agreement.

5. PROPRIETARY INFORMATION

• 5.1 Proprietary information, under this Agreement, shall include: The product of all work performed under this Agreement (“Work Product”), including without limitation all notes, reports, documentation, drawings, computer programs, inventions, creations, works, devices, models, work-in-progress and deliverables will be the sole property of the Company, and Referrer hereby assign to the Company all right, title and interest therein, including but not limited to all audiovisual, literary, moral rights and other copyrights, patent rights, trade secret rights and other proprietary rights therein. Referrer retain no right to use the Work Product and agree not to challenge the validity of the Company’s ownership in the Work Product; and the Company will be entitled to use Referrer name and/or likeness in advertising and other materials.
• 5.2 Referrer shall require each of its employees and contractors to execute written agreements containing obligations of confidentiality and non-use and assignment of inventions and other work product consistent with the provisions of this Section prior to such employee or contractor providing any Services under this Agreement.

6. CONFIDENTIALITY

• 6.1 The Referrer hereby agrees that all materials received from the Company and client, if any, including client and customer information shall be deemed to be treated as Confidential Information of the Company and shall be considered the property of the Company and shall be used exclusively for the purposes intended by the Company and shall not be disclosed to, or used by, anyone, directly or indirectly, other than in connection with its intended use for the Company without the prior written permission of the Company in each instance. Referrer acknowledges that it will be necessary for the Company to disclose certain confidential and proprietary information to Referrer in order for Referrer to perform its duties under this Agreement. Referrer acknowledges that disclosure to a third party or misuse of this proprietary or confidential information would irreparably harm the Company. Accordingly, Referrer will not disclose or use, either during or after the term of this Agreement, any proprietary or confidential information of the Company without the Company’s prior written permission except to the extent necessary to perform services on the Company’s behalf. Upon termination of this Agreement, Referrer shall return all the Company’s materials to the Company. The provisions in this paragraph shall survive the termination of this Agreement.
• 6.2 Proprietary or confidential information includes, but is not limited to: The written, printed, graphic, videos, or electronically recorded materials furnished by the Company for Referrer to use; Any written or tangible information stamped “confidential,” “proprietary,” or with a similar legend, or any information that Company makes reasonable efforts to maintain the secrecy of business or marketing plans or strategies, customer lists, operating procedures, trade secrets, design formulas, know-how and processes, computer programs and inventories, discoveries, and improvements of any kind, sales projections, and pricing information; and information belonging to customers and suppliers of the Company about whom Referrer has gained knowledge as a result of the Company’s Services to the Client. Upon termination of the Company’s Services to the Client, or at the Company’s request, Referrer shall deliver to the Company all materials in Referrer’s possession relating to the Company’s business. Referrer acknowledges that any breach or threatened breach of confidentiality that this Agreement will result in irreparable harm to the Company for which damages would be an inadequate remedy. Therefore, the Company shall be entitled to equitable relief, including an injunction, in the event of such breach or threatened breach of confidentiality. Such equitable relief shall be in addition to the Company’s rights and remedies otherwise available at law.

7. REPRESENTATIONS AND WARRANTIES

• 7.1 Referrer represents and warrants to the Company that:
• A Referrer has the right to enter into this Agreement, to grant the rights granted herein, and to perform fully all of its obligations in this Agreement;
• B Referrer entering into this Agreement with the Company and performance of the Services do not and will not conflict with or result in any breach or default under any other agreement to which Referrer is subject; 
• C Referrer has the required skill, experience, and qualifications to perform the Services, Referrer shall perform the Services in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services, and Referrer shall devote sufficient resources to ensure that the Services are performed in a timely and reliable manner; 
• D Referrer shall perform the Services in compliance with all applicable federal, state, and local laws and regulations, including by maintaining all licenses, permits, and registrations required to perform the Services;
• E Referrer acknowledges that based upon their phone interview, intake of Potential Client, client opt in or website form fill that the Potential Client has stated their interest in tax credits such as ERC and or SETC to be contacted.
• F In the collection and delivery to Company of client documentation needed for tax credits, Referrer attests to the accuracy of the manner in which the information is collected and/or completed on behalf of Client.

8. INDEMNIFICATION 

Referrer shall indemnify and hold harmless the Company and its directors, officers, shareholders, affiliates, subsidiaries, heirs, successors, contractors and assigns from all fines, levies, suits, proceedings, claims, actions, or causes of action of any kind and whatsoever nature, including but not limited to all costs, court costs, litigation expenses and reasonable attorney’s fees, directly arising from the inaccuracy of Referrer’s representation, from Referrer’s gross negligence or willful misconduct in performing Referrer’s duties hereunder, or Referrer’s breach of this Agreement.

9. INSURANCE

During the Term, if Referrer is an agency with many sales employees, then Referrer shall maintain in force adequate workers’ compensation, commercial general liability, errors and omissions, and other forms of insurance, in each case with insurers reasonably acceptable to the Company, with policy limits sufficient to protect and indemnify the Company and its affiliates, and each of their officers, directors, agents, employees, subsidiaries, partners, members, controlling persons, and successors and assigns, from any losses resulting from Referrer’s actions and or of Referrer’s agents, contractors, servants, or employees.

10. TERMINATION

• 10.1 The Company or Referrer may terminate this Agreement without cause upon seven (7) days’ written notice to the other party to this Agreement. In the event of termination pursuant to this clause, the Company shall pay Referrer on a pro-rata basis any Fees then due and payable for any Services completed up to and including the date of such termination.
• 10.2 Referrer or the Company may terminate this Agreement, effective immediately upon written notice to the other party to this Agreement, if the other party materially breaches this Agreement. 
• 10.3 Upon termination of this Agreement for any reason, or at any other time upon the Company’s written request, Referrer shall within a reasonable time after such expiration or termination: 
• A deliver to the Company all Deliverables (whether complete or incomplete) and all materials, equipment, and other property provided for Referrer’s use by the Company; deliver to the Company all tangible documents and other media, including any copies, containing, reflecting, incorporating, or based on the Confidential Information; permanently erase all of the Confidential Information from Referrer’s computer systems; and certify in writing to the Company that Referrer has complied with the requirements of this clause.

11. NON-SOLICITATION

Referrer agrees that during the Term of this Agreement and for a period of thirty-six (36) months following the termination or expiration of this Agreement, Referrer shall not make any solicitation to employ the Company’s personnel and contractors without written consent of the Company. 

12. ASSIGNMENT

Referrer shall not assign any rights, or delegate or subcontract any obligations under this Agreement without the Company’s prior written consent. Any assignment in violation of the foregoing shall be deemed null and void. The Company may freely assign its rights and obligations under this Agreement at any time. Subject to the limits on assignment stated above, this Agreement will inure to the benefit of, be binding on, and be enforceable against each of the Parties hereto and their respective successors and assigns.

13. ARBITRATION AND NO CLASS ACTIONS

Any controversy or claim arising from this engagement shall be settled by arbitration in Cook County, Illinois in accordance with the commercial arbitration rules of the American Arbitration Association. The arbitration shall be conducted on a confidential basis pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The parties agree to abide by all awards rendered in such proceedings. Any award can be enforced in a court of competent jurisdiction. The arbitrator shall not have the power to alter this Agreement nor award punitive, treble, consequential, or special damages.  Client and Company expressly agree that (i) class action and collective action procedures shall not be asserted, and will not apply, in any litigation or arbitration under this agreement; (ii) each will not assert class or collective action claims against the other in arbitration, court, or any other forum, either as a class member or as a representative; (iii) each shall only submit their own individual claims in litigation or arbitration and shall not bring claims against the other in any representative capacity on behalf of any other individual; and (iv) any claims by Client will not be joined, consolidated, or heard together with claims of any other current or former Referrer or Client.

14. GOVERNING LAW AND SEVERABILITY

These terms, and the engagement letter to which these terms are appended, including any exhibits, shall be governed by, and construed in accordance with, the laws of the State of Illinois  (without giving effect to the choice of law principles thereof). Furthermore, if any action is brought by either party, the parties agree that such action shall be brought within the jurisdiction of the State of Illinois. Sole venue for disputes herein shall be in the State of Illinois.  If any provision of this Agreement is found by a court of competent jurisdiction to be unenforceable, such provision shall not affect the other provisions, but such unenforceable provision shall be deemed modified to the extent necessary to render it enforceable, preserving to the fullest extent permissible the intent of the parties set forth in this Agreement.

15. MISCELLANEOUS

• 15.1 All notices, claims, demands, and other communications hereunder or in connection herewith shall be in writing and delivered by hand, by nationally recognized delivery service that guarantees overnight delivery, by first-class, registered, or certified mail, return receipt requested, postage prepaid. Except as otherwise provided in this Agreement, a Notice is effective only if: (a) the receiving party has received the Notice; and (b) the party giving the Notice has complied with the requirements of this Section.
• 15.2 This Agreement consists of a single, integrated, written contract expressing the entire agreement of the parties concerning its subject matter. This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same instrument. No covenants, agreements, representations, or warranties of any kind have been made by any party hereto except as expressly set forth herein. All prior discussions and negotiations with respect to the subject matter hereof have been and are merged and integrated into, and superseded by, this Agreement. This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto, and any of the terms thereof may be waived, only by a written document signed by each party to this Agreement or, in the case of waiver, by the party or parties waiving compliance.
• 15.3 If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
• 15.4 This Agreement may not be modified or terminated orally, and no modifications, termination, or waiver shall be valid unless in writing and signed by each party. This Agreement may be executed by means of a scanned, faxed, electronic signature, or other electronic copy and it is agreed that a scanned, faxed or other electronic signature shall be enforceable as if it were an original signature. 

IN WITNESS HEREOF, the Parties intending to be legally bound has executed this Agreement as of the Effective Date set forth in this agreement and or e-signature receipt date.