Channel Partner Agreement
Version channel-partner-2026-09-06-v1
This Channel Partner Agreement is between The LeaGen LLC and the organization identified in the authenticated application. It governs a direct, single-tier promotional and revenue-sharing relationship. It creates no partnership, franchise, agency, employment, ownership interest, downline, or authority to bind LeaGen.
1. Approval and scope
Application does not guarantee approval. LeaGen may approve, condition, suspend, or end participation based on fit, authority, compliance, security, fraud, sanctions, reputation, or operational risk. Partner may promote LeaGen only through approved representations, links, pages, campaigns, and integration methods.
2. Direct attribution only
A business may have one locked channel partner of record under the applicable attribution rules. Partner earns only from eligible LeaGen platform fees generated by businesses Partner directly introduces during the documented attribution window. Partner receives no compensation for recruiting another partner and no partner-of-partner override, tier, or downline payment.
3. Revenue share
The authenticated revenue-share schedule states the percentage, eligible fee base, effective date, duration, attribution window, payment timing, currency, and any cap. Revenue share is calculated from LeaGen platform fees actually collected and retained, excluding taxes, refunds, credits, chargebacks, disputed amounts, processor reversals, fraud, and amounts LeaGen does not collect. The referring member’s published commission is not reduced unless an applicable offer clearly states otherwise.
4. Clearing payouts and taxes
Amounts remain provisional until the underlying transaction clears applicable review, refund, and dispute periods. LeaGen may offset or reverse related overpayments. Partner must complete identity, tax, and payout onboarding, maintain accurate information, and is responsible for its taxes. No minimum volume or earnings are guaranteed.
5. Marketing and disclosures
Partner will make truthful, supportable statements and will not promise earnings, approval, referral volume, business results, or investment returns. Paid, endorsed, incentivized, employment, family, or other material relationships with LeaGen must be disclosed clearly and conspicuously with the promotion itself, including in audio and visual form when appropriate. Partner will comply with advertising, endorsement, email, text, telemarketing, privacy, and platform rules.
6. Leads data and security
Partner may not buy, scrape, sell, or upload improperly obtained data; submit a person without required permission; retain data beyond operational or legal need; or access information outside its authorized attribution and aggregate reporting. Any API or webhook access requires separate written approval, least-privilege credentials, reasonable safeguards, prompt credential rotation, and incident notice within forty-eight hours after confirmation.
7. Brand intellectual property and publicity
Each party retains its property. LeaGen grants Partner a limited, revocable, nonexclusive, nontransferable license to use approved LeaGen marks and materials solely for authorized promotion. Partner may not alter marks, register confusing names or domains, imply endorsement, sublicense access, reverse engineer the platform, or issue a press release without written approval.
8. Records and audit
Partner will preserve campaign, disclosure, attribution, and payment support for seven years. On reasonable notice, LeaGen may audit information relevant to compliance and payment. Partner will promptly correct inaccurate claims and cooperate with complaints, investigations, security events, and payment disputes.
9. Confidentiality
Each party will protect nonpublic business, technical, security, customer, pricing, and program information with reasonable care and use it only for this relationship. These duties continue for five years; trade secrets remain protected while legally qualifying as trade secrets.
10. Indemnity and responsibility
Partner is responsible for its promotions, personnel, subcontractors, systems, taxes, and legal compliance and will defend and indemnify LeaGen and its personnel from third-party claims, penalties, losses, and reasonable legal fees arising from Partner’s breach, unlawful marketing, misleading claims, data misuse, security failure, intellectual-property infringement, or tax and employment obligations.
11. Disclaimers and liability
To the maximum extent permitted by law, neither party is liable for indirect, special, punitive, incidental, or consequential damages. LeaGen’s aggregate liability will not exceed the greater of revenue share paid to Partner during the preceding twelve months or five hundred dollars. The limits do not reduce payment obligations, indemnity, confidentiality, intellectual-property protections, fraud, willful misconduct, or liability that law does not permit the parties to limit.
12. Term and termination
Either party may end future participation on thirty days’ notice. LeaGen may immediately suspend or terminate for urgent risk, fraud, unlawful conduct, nonpayment, misleading promotion, disclosure failure, security risk, sanctions exposure, or material breach. Termination ends future attribution unless the schedule states otherwise but does not erase properly accrued rights, reversals, audits, confidentiality, indemnity, disputes, or other surviving obligations.
13. Law notices and electronic acceptance
Virginia law governs. The parties will attempt in good faith to resolve disputes for thirty days before filing suit, subject to urgent-relief and preservation exceptions. Exclusive venue lies in courts serving Chesapeake, Virginia, and each party waives jury trial to the maximum lawful extent. Formal notices to LeaGen must be sent to The LeaGen LLC, 316 S. Battlefield Blvd., Suite A, Chesapeake, VA 23322, with a copy through theleagen.com/contact. Authenticated acceptance, agreement version, confirmations, timestamp, account identity, and audit event constitute an electronic signature.