Business Partner Agreement

Virginia | Version business-partner-2026-09-06-v4

This Agreement is between The LeaGen LLC and the legal business identified in the authenticated enrollment application. The signer represents that the signer is authorized to bind that business. “Partner” is a program label only and does not create a legal partnership, joint venture, franchise, fiduciary relationship, employment, agency, or ownership interest.

1. Program and incorporated terms

LeaGen operates a referral platform through which businesses publish versioned offers, receive attributed referrals, report outcomes, and fund commissions and platform fees. This Agreement includes each offer version Partner publishes or accepts, the Privacy Notice, applicable security requirements, and signed addenda. A signed addendum controls, then this Agreement, then an offer version, except the offer controls the commercial fields it is designed to state.

2. Eligibility verification and accounts

Enrollment is an application, not approval. LeaGen may verify identity, formation, signer authority, ownership, licenses, insurance, sanctions status, contact details, payment readiness, and fraud indicators and may approve, condition, suspend, deny, or revoke participation. Partner will keep information current, protect credentials, use individual accounts, and promptly report suspected compromise.

3. Offers attribution and noncircumvention

Each offer must state eligible products or services, territory, qualification and exclusion rules, duplicate and preexisting-customer rules, attribution window, commission formula, recurrence and duration, platform fee, payment trigger and timing, and refund, cancellation, chargeback, partial-payment, and bad-debt treatment. The version locked at referral submission governs that referral. Partner may change future offers but may not retroactively reduce an earned or accrued obligation. Partner will not bypass LeaGen, conceal or misclassify a transaction, move a transaction to another entity or channel, manipulate attribution, or otherwise avoid reporting, fees, commissions, or audit rights.

4. Referral handling and compliance

Partner will promptly accept or decline referrals, meet published response commitments, use prospect information only for the documented introduction and lawful customer relationship, honor opt-outs, and avoid deceptive, abusive, discriminatory, harassing, or unlawful contact. Partner is responsible for its services, claims, pricing, contracts, fulfillment, warranties, refunds, taxes, permits, licenses, insurance, personnel, subcontractors, marketing, and customer support. Partner will comply with privacy, data-security, telemarketing, email, text, advertising, endorsement, licensing, sanctions, anti-bribery, anti-discrimination, and consumer-protection requirements.

5. Reporting records and audit

Partner will accurately and promptly report status, qualification, quotes, contracts, gross and eligible revenue, collections, renewals, billing periods, refunds, credits, cancellations, chargebacks, and other facts needed to calculate obligations. Partner will preserve substantiating records for seven years after the later of the transaction or final payment. On reasonable notice, LeaGen may audit relevant records. If an audit identifies underpayment exceeding five percent for the reviewed period, Partner will pay the reasonable audit cost, shortfall, lawful interest, and collection costs.

6. Commissions fees and payment authorization

Partner will pay commissions and platform fees when due under the locked offer. Recurring commissions continue for the published term for referrals attributed before suspension or termination. Failed collection, account closure, provider dispute, or termination does not extinguish an obligation. Partner authorizes LeaGen and its designated processor to charge or debit the payment method established during secure onboarding for approved itemized amounts and will maintain a valid method until all obligations are paid. LeaGen may withhold, offset, reverse, or adjust amounts for error, duplicate attribution, fraud, refund, chargeback, cancellation, noncollection, or documented exception. Overdue undisputed amounts accrue interest at the lesser of one percent per month or the maximum lawful rate.

7. Recurring commissions

Partner will confirm each eligible billing period and promptly report any reduction, pause, termination, refund, or noncollection. Fixed-term commissions end automatically at the published duration or maximum paid periods. Life-of-agreement commissions continue only while the referred customer relationship and eligible collected revenue continue. A requested ending is recorded with its effective date and reason, notice is provided to the referring member, and a contested ending may be reviewed before final resolution.

8. Taxes disputes and corrections

Each party is responsible for its income and similar taxes; Partner is responsible for taxes on its products and services and will provide accurate tax documentation. A payment or attribution dispute must be submitted through LeaGen within sixty days after the relevant statement or event becomes available, unless law requires longer. The parties will exchange reasonably necessary evidence. LeaGen may correct errors, preserve evidence, restrict access, and hold funds reasonably related to fraud, chargebacks, security incidents, or unlawful conduct, while unrelated undisputed amounts remain payable.

9. Data privacy security and confidentiality

Partner retains its lawfully owned data; LeaGen retains the platform, logs, attribution systems, analytics, and LeaGen-generated data. Partner grants LeaGen the rights needed to host, validate, transmit, analyze, secure, document, improve, and enforce the relationship. Partner may not sell prospect information or use it for unrelated profiling or marketing without a separate lawful basis. Each party will maintain reasonable safeguards. Partner will notify LeaGen within forty-eight hours after confirming an incident affecting LeaGen or prospect data, preserve evidence, mitigate harm, and cooperate. Nonpublic business, pricing, security, software, customer, and prospect information must be protected with reasonable care and used only for this relationship for five years; trade secrets remain protected while qualifying as trade secrets.

10. Intellectual property and publicity

LeaGen and its licensors retain the platform, software, workflows, databases, interfaces, documentation, marks, domains, content, and improvements. Partner receives a limited, revocable, nonexclusive, nontransferable right to use the platform for participation. Partner grants LeaGen a limited license to display Partner materials for accepted offers and the directory. Neither party may publicly imply endorsement or use the other’s marks in advertising, press releases, or case studies without permission, except for operational directory use.

11. Warranties indemnity and insurance

Partner represents that its information and reporting are accurate; it holds required rights, authority, licenses, and insurance; and its offers, services, personnel, and subcontractors comply with law. Partner will defend, indemnify, and hold harmless LeaGen and its personnel from third-party claims, governmental inquiries, losses, penalties, settlements, and reasonable legal fees arising from Partner’s services, customer relationship, breach, unlawful conduct, data use or security, infringement, injury, taxes, personnel, or subcontractors. Partner will maintain commercially reasonable general liability, professional or errors-and-omissions, cyber, workers-compensation, and other insurance appropriate to its activities and provide evidence on request.

12. Disclaimers and limitation

LeaGen does not guarantee referral volume, uniqueness, quality, conversion, revenue, creditworthiness, customer conduct, or uninterrupted operation. To the maximum extent permitted by law, the platform, referrals, and data are provided as is and as available, implied warranties are disclaimed, and neither party is liable for indirect, special, exemplary, punitive, incidental, or consequential damages or lost profits, revenue, goodwill, business, or data. LeaGen’s aggregate liability will not exceed the greater of platform fees Partner paid during the twelve months before the event or five hundred dollars. These limits do not reduce Partner’s payment or indemnity obligations, misuse of confidential information or intellectual property, fraud, willful misconduct, or liability that cannot lawfully be limited.

13. Suspension termination and changes

Either party may terminate future participation on thirty days’ electronic notice. LeaGen may immediately restrict access, referrals, or payment activity for fraud, nonpayment, security risk, unlawful conduct, sanctions exposure, reputational harm, unauthorized data use, or material breach. Termination does not affect accrued rights, pretermination referrals, recurring obligations, records, audit, confidentiality, data restrictions, intellectual property, indemnity, limitations, disputes, or other provisions intended to survive. Material changes apply prospectively after notice and renewed acceptance when required.

14. Virginia law notices and electronic contracting

Virginia law governs without regard to conflict-of-law rules. Before filing suit, a party will give written notice and authorized representatives will attempt resolution for thirty days, except for urgent injunctive relief, fraud, security misuse, collection of undisputed amounts, or preservation of a claim. Exclusive venue lies in state or federal courts serving Chesapeake, Virginia, and each party waives jury trial to the maximum lawful extent. Routine notices may be delivered through the authenticated platform or contact on record. Formal notices to LeaGen must be sent by certified U.S. mail or nationally recognized overnight courier to The LeaGen LLC, 316 S. Battlefield Blvd., Suite A, Chesapeake, VA 23322, with an electronic copy through theleagen.com/contact. Authenticated acceptance, signer identity and title, authority confirmation, version, document fingerprint, timestamp, account identifier, and audit event constitute the electronic signature and evidence of intent to be bound.

15. General terms

Partner may not assign this Agreement or transfer its account without LeaGen’s written consent; a change of control is an assignment. LeaGen may assign it to an affiliate or with a merger, financing, reorganization, or sale. Neither party is liable for delay caused by events beyond reasonable control, excluding payment obligations. Unenforceable provisions will be reformed to the maximum lawful extent. Waiver must be written. This Agreement, locked offers, incorporated policies, and signed addenda are the entire agreement on program participation. There are no third-party beneficiaries except indemnified LeaGen persons. Electronic counterparts form one agreement.