Affiliate Partner Agreement

OnComply appoints Partner on a non-exclusive basis to introduce prospective business customers to OnComply. Partner is an independent contractor, not an employee, agent, reseller, franchisee, joint venturer, or legal representative of OnComply.

Partner may not bind OnComply, negotiate or alter OnComply pricing or contract terms, collect customer payments, make product or roadmap commitments, or represent that Partner works for OnComply. Partner is responsible for its own expenses, taxes, licenses, personnel, and methods of promotion.

A referral may be recorded through an approved referral link, referral code, registered introduction, or a manual attribution accepted by OnComply. A customer may be attributed to only one partner.

How competing claims are resolved. When a prospect signs up, OnComply applies this order:

1. If the new customer account is already matched to a referral, that attribution stands, whatever method created it.
2. Otherwise, a registered introduction wins if it names the signing email, its protection period is still running, Partner confirmed permission when registering it, and Partner's account is active. Where more than one such introduction exists, the earliest registered one wins.
3. Otherwise, a qualifying visit through an active campaign link wins, using the referral code or signed link record carried through signup.

A manual attribution takes effect when OnComply matches it to the customer account, and is subject to the same one-partner-per-customer rule. If a registered introduction is held for review under the eligibility rules below, the whole attribution waits for that review rather than passing to a link.

Attribution windows. A registered introduction reserves the prospect for Partner for 180 days from registration. A qualifying visit through an active campaign link carries a 90-day attribution window. These are the program defaults; Partner's actual windows are those recorded on Partner's partner record and shown on the Program page of the Partner Hub, and they control if they differ. A referral that is not matched to a paying customer within its window expires, with the reason recorded and visible to Partner.

If a prospect becomes a paying customer within the applicable attribution window, that customer remains attributed to Partner for the full Commission Term, subject to this Agreement.

Registration limit. Registered introductions are subject to a daily limit, by default 25 per day. Registrations beyond the limit are refused for the rest of the day and may be attempted again the next day. Partner may ask OnComply to raise the limit for legitimate volume.

A referral is not eligible if the prospect was already an OnComply customer or trial user, was already in a Substantive Active Sales Process with OnComply, was already attributed to another partner, is a self-referral or affiliated entity, or resulted from prohibited activity.

"Substantive Active Sales Process" means documented, individualized sales communications between OnComply and the prospect concerning a potential purchase or implementation during the preceding ninety (90) days. Automated marketing, an unworked lead record, a content download, or a sales process that OnComply closed as inactive does not by itself qualify.

If attribution is disputed, OnComply will review the available records and resolve the claim in good faith. OnComply's referral records, timestamps, customer records, and commission ledger will control absent clear evidence of error. OnComply may reject duplicate, unsupported, fraudulent, or otherwise ineligible referrals.

Commission Rate. Partner earns a commission equal to twenty percent (20%) of Eligible Revenue actually collected by OnComply from an attributed customer during the Commission Term.

Commission Term. The Commission Term is thirty-six (36) months beginning on the date OnComply first collects a payment from the attributed customer. No commission is earned on amounts collected after that customer's Commission Term ends.

Eligible Revenue. Eligible Revenue is the amount collected for the customer's OnComply subscription, and includes:

• the recurring charge for the customer's base subscription plan, at whatever plan or tier the customer is on when the payment is collected;
• vendor capacity charges, whether billed as the customer's committed minimum or as capacity above that minimum; and
• the add-on packages OnComply designates commissionable, currently the Branding package and the Integrations & Delivery package.

Eligible Revenue includes subscription charges collected under enterprise, custom-priced, and manually invoiced customer agreements, on the same basis as standard plans, so long as the charge is one of the categories listed above. OnComply is responsible for recording those charges in its billing catalog so they are recognized as commissionable; if a qualifying charge is missed, the correction is made as a ledger adjustment under this Section.

If a customer prepays subscription charges, commission accrues when OnComply collects the prepayment, subject to later reversal for any refund, credit, chargeback, or other reduction.

An upgrade raises the commissionable amount from the payment on which it is first collected; a downgrade lowers it the same way. How the customer is billed does not matter: subscription fees collected on an OnComply-issued invoice settled by check, wire, or bank transfer count on the same basis as fees collected by automated card billing.

Excluded Revenue. Commission is not paid on TIN verification or other third-party pass-through charges; on any add-on, feature, or usage charge not listed as commissionable above; on implementation, onboarding, migration, training, integration build work, or other professional services; or on taxes, payment or banking fees, credits, discounts, waived amounts, refunds, chargebacks, or amounts not collected by OnComply.

OnComply may add a commissionable product, or remove one, by a revision under Section 12. A removal applies only to revenue collected after the revision takes effect and never reduces commission already accrued. OnComply will not restructure or reclassify substantially similar subscription charges primarily to avoid commissions otherwise payable under this Agreement.

Partner-specific terms. The rate, Commission Term, and holds above are program defaults. Partner's actual values are those recorded on Partner's partner record and shown on the Program page of the Partner Hub, and they control where they differ. OnComply will tell Partner before a value that differs from the published defaults first applies to a referral. Whatever values apply are locked to each referral when that referral is registered, and OnComply will not afterward reduce them for that referral.

Commission accrues only after customer payment is successfully collected. If a payment is later refunded, reversed, disputed, credited, or charged back, the related commission may be reversed and offset against current or future commissions. OnComply may correct calculation or attribution errors through a visible ledger adjustment.

Unless OnComply and Partner sign a separate written agreement, commissions do not stack with another referral fee, rebate, sales commission, or revenue share for the same customer.

Routine hold. A collected commission becomes available for payout after a routine hold measured from collection: thirty (30) days before Partner's first successfully paid payout, fourteen (14) days after one, and no hold after two or more. Only payouts recorded as successfully paid count toward this progression; requested, approved, in-transit, failed, and canceled payouts do not. The hold that applies is fixed when the customer payment is collected and is shown on the commission in the Partner Hub.

First-accrual review. The first commission on a referral may be held back from payout until an OnComply reviewer releases it, where Partner's recent registration activity shows the patterns of bulk list submission rather than relationship-based referral. The commission is still recorded and still counts toward Partner's balance; only its payout eligibility waits.

A commission joins Partner's available balance when its routine hold has passed and it is not then subject to a known refund, chargeback, fraud concern, legal hold, or unresolved dispute.

Requests. Partner may request payout at any time when the available balance is at least fifty dollars ($50.00), Partner's payout account is ready, and no payout is already processing. Amounts below $50 carry forward.

Scheduled preparation. If Partner does not request payout, OnComply prepares a payout of the available balance whenever it is at least $50 on OnComply's regular thirty (30)-day cycle. Preparation is not payment: every payout, whether requested by Partner or prepared on the cycle, is reviewed by OnComply before funds are released.

Timing. OnComply will ordinarily release an approved payout within ten (10) business days after a valid request, provided Partner has supplied the required tax and payment information and the payout is not in additional review.

Additional review. OnComply may place a payout into a time-limited additional review when documented account, attribution, payment, or referral activity reasonably warrants further verification. Each extension is set by an authorized OnComply reviewer, is recorded with a reason, and may be extended only up to a cumulative total of three hundred sixty-five (365) days for any one payout. Partner is shown the length of the review and the date it ends, in the Partner Hub and by email. A payout in additional review is held in full and released once the review concludes. Questions may be sent to admin@oncomply.biz.

OnComply may withhold disputed or legally restricted amounts, apply required tax withholding, and offset reversals or negative balances. No interest accrues on any balance.

Method. Payouts are made through Stripe Connect or another method OnComply agrees to in writing. Stripe collects and holds Partner's bank and identity information; OnComply stores only the account identifiers, readiness state, and payment references needed for reconciliation. Partner cannot request a payout until Stripe payout setup is complete. Partner is responsible for receiving-bank, intermediary, foreign-exchange, and similar fees.

Incomplete payout setup. Partner must complete payout-account setup within thirty-six (36) months after a commission first becomes payable. OnComply will make reasonable attempts to reach the contact email on Partner's record before that deadline. If setup is still incomplete, the balance leaves ordinary payout processing and moves to unclaimed-property handling. It is not forfeited to OnComply. OnComply may report and remit it to the government authority required by the law applicable to Partner's last known address, after which Partner must claim it from that authority. A shorter or longer statutory dormancy period or reporting rule controls where applicable.

Partner must promote OnComply truthfully, lawfully, and in a manner that does not damage OnComply's reputation. Partner must clearly disclose that Partner may earn a commission wherever that relationship could affect the audience's view of a recommendation.

An approved default disclosure is: "I may receive compensation if you purchase OnComply through my referral." The disclosure must appear with the endorsement or recommendation and be reasonably noticeable and understandable.

Partner may use only current approved OnComply branding, product descriptions, pricing, claims, and campaign materials. Partner may not state or imply that OnComply guarantees a legal, regulatory, insurance, tax, financial, or compliance outcome. OnComply provides workflow software and does not provide legal or compliance advice.

Partner is responsible for compliance with advertising, privacy, email, text-message, telemarketing, endorsement, and other laws applicable to its activities. Partner may not:

• send unlawful or unsolicited bulk email or text messages, use purchased or scraped contact lists, or ignore an opt-out;
• bid on OnComply trademarks or confusing variations in paid search without written approval;
• impersonate OnComply or use confusing domains, accounts, pages, email addresses, or advertising;
• use cookie stuffing, forced clicks, hidden redirects, adware, fabricated leads, self-referrals, reciprocal referrals, or other attribution manipulation, or attempt to circumvent the registration limit in Section 2;
• offer unauthorized rebates, discounts, coupons, cash back, or incentives;
• publish false reviews, misleading comparisons, invented claims, or unauthorized customer names or logos; or
• use sub-affiliates, downstream affiliate networks, or third-party promoters without OnComply's written approval.

OnComply may review Partner's promotional activity, request reasonable supporting records, require correction or removal of noncompliant materials, and suspend links or attribution while investigating suspected violations. Partner must stop using withdrawn campaign materials within five (5) business days of notice.

Partner may share prospect information only when Partner has a lawful basis and any permission or notice required for that referral. Partner must not submit financial account information, government identifiers, health information, special-category information, or other sensitive personal data through the affiliate program or the Partner Hub.

Each party is responsible for the personal data it independently controls. Partner will use referral information only for this program, protect account credentials and data using reasonable safeguards, honor applicable opt-outs and deletion requests, and notify OnComply of a security incident or suspected Partner Hub account compromise without undue delay and in any event within seventy-two (72) hours.

During the Agreement, OnComply grants Partner a limited, non-exclusive, non-transferable, revocable license to use approved OnComply names, logos, links, and marketing materials solely to promote OnComply. All ownership and goodwill remain with OnComply. Partner must stop using withdrawn materials when notified and remove OnComply branding and links within ten (10) business days after termination.

Partner will protect and use only for this program any nonpublic OnComply information, including pricing exceptions, roadmap information, security materials, customer information, and individually negotiated partner terms. This duty continues for three years after termination and indefinitely for trade secrets. Standard exclusions apply to information independently developed, lawfully received without restriction, or public through no breach.

This Agreement begins when OnComply activates Partner and continues until terminated. Either party may terminate it for convenience on thirty (30) days' written notice. OnComply may suspend or terminate immediately for fraud, attribution manipulation, unlawful marketing, a material security threat, or legal or regulatory circumstances requiring immediate action. Other material breaches are subject to the cure provision below.

During a suspension, OnComply may stop new referrals and hold payouts while it investigates. Legitimate commissions from previously attributed customers continue to accrue and remain recorded in Partner's balance, but no payout is released while the suspension is in effect. OnComply will resolve the investigation within a reasonable period and release amounts that survive it.

After termination without cause, properly attributed paying customers continue to generate commission for the remainder of their existing Commission Terms, and payouts continue on the normal cadence. Referrals still in registered status at termination stay protected through the end of their window and then expire; no new referrals may be registered. If a protected referral becomes a paying customer before its attribution window expires, Partner earns commission for the full Commission Term notwithstanding termination. After termination for cause, OnComply may reject affected referrals and reverse or withhold commissions reasonably connected to the conduct giving rise to termination, including previously paid amounts recoverable by offset. Legitimate, unrelated earned commissions remain payable, subject to this Agreement.

Except for fraud, attribution manipulation, unlawful marketing, a material security threat, or a breach that cannot reasonably be cured, OnComply will give Partner written notice of a material breach and ten (10) days to cure it before terminating for cause.

Partner may review available referral, commission, adjustment, and payout information through the Partner Hub or other records OnComply provides. Partner must notify admin@oncomply.biz of a dispute within ninety (90) days after the disputed item first becomes available to Partner. A notice sent instead to a program address published in an earlier version of this Agreement is effective on the date Partner sent it. OnComply will investigate timely disputes in good faith. Items not disputed within that period are final except for fraud or clear computational error.

Before payout, Partner must provide valid tax, identity, payment, sanctions-screening, and other legally required information through a method approved by OnComply, which for Stripe Connect payouts means providing it to Stripe rather than to OnComply. OnComply may make required reports and withholding. Partner is responsible for its own taxes and for compliance with applicable anti-bribery, sanctions, export-control, procurement, and similar laws.

Partner will defend, indemnify, and hold harmless OnComply and its officers, employees, and agents from third-party claims, governmental proceedings, penalties, costs, and reasonable legal fees arising from Partner's marketing, outreach, data handling, unlawful conduct, breach of this Agreement, or misrepresentation of OnComply. OnComply will provide reasonable notice and cooperation, and Partner may not settle a claim in a manner that admits fault by or imposes a nonmonetary obligation on OnComply without written consent.

The affiliate program, Partner Hub, links, and attribution tools are provided "as is" and "as available." OnComply does not guarantee traffic, referrals, conversions, revenue, or earnings.

To the fullest extent permitted by law, neither party is liable for indirect, special, incidental, consequential, exemplary, or punitive damages, or lost profits or business. OnComply's total aggregate liability arising from this Agreement will not exceed the greater of (a) commissions paid or payable to Partner during the twelve months before the event giving rise to the claim or (b) $1,000. This limit does not reduce OnComply's obligation to pay undisputed commissions properly earned under this Agreement, and it does not apply to Partner's obligations under Sections 5, 6, 7, and 11.

OnComply may revise this Agreement by providing notice to Partner. Unless required sooner by law or necessary to address fraud, security, or abuse, a material revision will take effect at least thirty (30) days after notice and will carry a new terms version identifier, which OnComply records on partner records and on referrals registered from that point forward. Changes apply prospectively: the rate, Commission Term, and hold locked to an existing attributed customer are not reduced. Where a revision improves what a referral earns or shortens a hold, OnComply may apply it to referrals already registered. Continuing to participate after the effective date constitutes acceptance; otherwise Partner may terminate.

OnComply may publish a correction under the existing version identifier only where the correction does not reduce either party's rights or obligations: fixing a description that does not match how the program actually runs, adding a disclosure, or repairing a clerical error. OnComply will notify Partner of a correction and keep a dated record of what changed.

This Agreement is governed by the laws of the Commonwealth of Virginia, without regard to conflict-of-law rules. The parties consent to the exclusive jurisdiction of the state and federal courts of competent jurisdiction located in Virginia. Notices to Partner may be sent to the email on Partner's account. Notices to OnComply must be sent to admin@oncomply.biz.

Partner may not assign this Agreement without OnComply's written consent. OnComply may assign it to an affiliate or in connection with a merger, financing, reorganization, sale of assets, or change of control. Neither party is liable for delay caused by events beyond its reasonable control, except for payment obligations already due.

This Agreement, together with the program values recorded on Partner's partner record and any partner schedule the parties sign, is the entire agreement concerning the affiliate program. A signed written amendment controls only to the extent it expressly changes this Agreement. If any provision is unenforceable, it will be limited to the minimum extent necessary and the remainder will continue. A failure to enforce a provision is not a waiver.

Electronic acceptance and records have the same effect as signed paper records. Sections concerning earned commissions, reversals, confidentiality, data protection, disputes, indemnity, liability, and general terms survive termination as necessary to give them effect.

By accepting electronically or using the affiliate program after activation, Partner confirms that it has read, understood, and agreed to this Agreement and that the person accepting has authority to bind Partner. Merely visiting a public webpage or applying to the program does not constitute acceptance.