Referral Partner Agreement
This Referral Partner Agreement (the "Agreement") is between Honey Financials LLC, a Wyoming limited liability company with its registered office at 30 N. Gould St, Ste N, Sheridan, WY 82801 ("Company"), and the Referral Partner ("Referral Partner"). It takes effect when Referral Partner signs it electronically below.
1. Background
Company participates as a registered referrer in a company data partnership referral program (the "Program") operated by an AI training-data company (the "Program Operator"), under which Company may receive a referral fee when a company Company introduces enters into a data partnership with the Program Operator. The identity of the Program Operator is Company's Confidential Information. Company may disclose it to Referral Partner in writing at Company's discretion, and this Agreement binds Referral Partner with respect to the Program Operator whether or not its identity has been disclosed.
2. Referral Partner's role
2.1 Referral Partner will identify candidate businesses ("Prospects") and register each one with Company through Company's partner portal or lead form before any contact about the Program is made with the Prospect.
2.2 Upon Company's written acceptance of a registration, Referral Partner will introduce Company to a senior decision-maker at the Prospect.
2.3 Referral Partner's role ends at introduction. Company handles all further communication with the Prospect and with the Program Operator.
2.4 Referral Partner will not: (a) describe the Program's pricing, terms or process to a Prospect beyond a general statement that the Prospect may be a fit; (b) make any promise, guarantee or representation about outcomes or about any compensation the Prospect or Referral Partner may receive; (c) offer anything of value to a Prospect or its personnel in connection with the Program; (d) contact the Program Operator directly regarding a Registered Prospect; (e) hold itself out as an agent or representative of the Program Operator or of Company; (f) hold or use any Program Operator referral account or referral link in connection with a Registered Prospect, or direct a Prospect to apply to the Program Operator by any route other than through Company; (g) share any non-public information of a Prospect with Company or the Program Operator before the Prospect's authorized representative has consented to the referral; or (h) disclose the identity of the Program Operator to any Prospect or third party.
2.5 Referral Partner represents that it is not, and has never been, an employee or contractor of the Program Operator (other than as a human-data expert), nor a member of the family or household of one, and will notify Company at once if that changes.
3. Lead registration and exclusivity
3.1 A Prospect becomes a "Registered Prospect" of Referral Partner when Company confirms acceptance of the registration in writing (an email or a portal status change suffices). Company will respond to each registration within five (5) business days.
3.2 Company may decline a registration if the Prospect (a) is already known to Company or, to Company's knowledge, to the Program Operator, or has applied to the Program Operator independently; (b) was registered earlier by another party; or (c) does not meet the Program's published criteria.
3.3 A Registered Prospect remains attributed to Referral Partner for 12 months from acceptance (the "Attribution Period"). If the Prospect signs a data partnership with the Program Operator through Company's referral within the Attribution Period, or within six (6) months after it where the process began during the Attribution Period, the Referral Fee Share is earned.
4. Referral Fee Share
4.1 Subject to Section 4.2, Company will pay Referral Partner 50% of the referral fee Company actually receives from the Program Operator in respect of each Registered Prospect (the "Referral Fee Share"). Based on the Program's current terms this is anticipated to be US $25,000 per signed Prospect, but the Referral Fee Share is calculated on what Company actually receives.
4.2 Paid-if-paid. The Referral Fee Share is earned only if, when and to the extent Company receives payment from the Program Operator for that Registered Prospect. Referral Partner acknowledges that the Program's terms allow the Program Operator, in its sole discretion, to reject or disqualify a referral, to determine lead source, to change eligibility requirements, and to withhold or reduce payouts, and that the Program's published payout is "up to" a stated maximum. Company has no obligation to pay if the Program Operator does not pay, pays less, delays, or rejects the Prospect, for any reason. Company will use reasonable efforts to pursue fees owed to it but is not obligated to litigate.
4.3 Company will pay the Referral Fee Share within 10 business days of Company's receipt of the corresponding funds, by ACH to the account Referral Partner designates in writing. Referral Partner acknowledges that, under the Program's current practice as communicated to Company, the Program Operator generally pays referral fees approximately 15 to 30 days after the Prospect signs its data partnership, and that this timing is controlled by the Program Operator and may vary.
4.4 If the Program Operator reverses, claws back or offsets a fee already paid to Company, Referral Partner will repay the corresponding portion of the Referral Fee Share within thirty (30) days of notice, or Company may offset it against future amounts owed.
4.5 Referral Partner must provide a completed IRS Form W-9 before any payment. Company will issue Form 1099-NEC where required. Referral Partner is responsible for all taxes on amounts received.
4.6 No other compensation is owed. Referral Partner has no entitlement to fees from Prospects it did not register, or from any other business of Company.
5. Reporting
Company will keep Referral Partner informed of material stage changes for each Registered Prospect through the partner portal.
6. Independent contractor
Referral Partner is an independent contractor. Nothing here creates an employment, partnership, joint venture or agency relationship. Referral Partner has no authority to bind Company or the Program Operator.
7. Confidentiality and non-circumvention
7.1 Each party will keep the other's non-public information confidential, including the identity of the Program Operator, Program terms, fee amounts, and Prospect pipeline information, and use it only for this Agreement.
7.2 During the term and for twelve (12) months after, Referral Partner will not refer a Registered Prospect to the Program Operator directly or through any party other than Company, and Company will not knowingly accept the same Prospect from another referral partner during that Prospect's Attribution Period.
7.3 Nothing prevents Referral Partner from working with the Program Operator for Prospects that are not Registered Prospects under this Agreement.
8. Compliance
Referral Partner will comply with all applicable laws and with the Program's terms as communicated by Company, and will not engage in any conduct that could cause Company to breach its agreement with the Program Operator.
9. Term and termination
9.1 This Agreement runs until terminated by either party on thirty (30) days' written notice.
9.2 Termination does not affect Referral Fee Shares for Registered Prospects whose Attribution Period began before termination; Section 4 continues to apply to them.
9.3 Company may terminate immediately on written notice if Referral Partner breaches Section 2.4, 7 or 8.
10. Limitation of liability
Neither party is liable to the other for indirect, consequential or punitive damages. Company's total liability under this Agreement is limited to unpaid Referral Fee Shares actually earned.
11. Electronic signature
Referral Partner agrees to sign this Agreement electronically by typing their full legal name and clicking "I agree." Referral Partner consents to doing business electronically and agrees that this electronic signature has the same force as a handwritten signature under the U.S. ESIGN Act and the Wyoming Uniform Electronic Transactions Act. Company records the signer's name, the time, network address and software used, and a cryptographic hash of this text, and provides Referral Partner a copy.
12. General
Governing law: State of Wyoming, without regard to conflict-of-law rules. Venue: state or federal courts sitting in Sheridan County, Wyoming, and each party consents to that jurisdiction. Entire agreement; amendments in writing; no assignment by Referral Partner without consent; notices by email; counterparts and electronic signatures permitted; severability.
Version 2026-10-08.1