For Online Partner Registration and E-Signature Acceptance
Plain-English Summary (Non-Binding). ITSL wants qualified partners to introduce prospects to secure, practical AI solutions. Partners earn standard commissions on accepted referred customers that sign and pay, while ITSL controls pricing, contracting, security/compliance statements, implementation, and customer support. This summary does not modify the legal terms below.
This Online Referral Partner Agreement (the “Agreement”) is entered into by and between IT Support Leaders, Inc., d/b/a “ITSL” (“Company” or “ITSL”) and the person or entity completing the online partner registration process (“Partner”). By clicking “I Agree,” signing electronically, or submitting a partner registration form, Partner agrees to be bound by this Agreement as of the registration/e-signature date (the “Effective Date”).
ITSL provides SMART AI Agents, agentic AI workflows, custom AI automation, RAG/knowledge-based AI solutions, and related technology services (the “Solutions”). Partner may identify and refer qualified prospective customers to ITSL in exchange for commissions under Addendum A. Partner is appointed on a non-exclusive basis. ITSL may work with other partners, sales agents, internal sales representatives, strategic partners, and direct customers at its discretion.
“Accepted Lead” means a prospect submitted by Partner and affirmatively accepted by ITSL through the partner portal, CRM, or written notice. “Commissionable Gross” has the meaning in Addendum A. “Customer” means an Accepted Lead that signs a paid ITSL order and pays ITSL. “Referral Partner” means Partner’s default status. “Sales Partner” means a Partner that ITSL has approved in writing or through the partner portal to actively present, qualify, and help close opportunities. “Seller of Record” means the partner, sales agent, or inside sales representative designated by ITSL as responsible for a signed customer opportunity.
All partners begin as Referral Partners. ITSL may, in its sole discretion, approve Partner for Sales Partner status after Partner has demonstrated sales readiness, completed enablement, followed ITSL sales process requirements, and generated successful opportunities. Sales Partner status must be confirmed by ITSL in writing or through the partner portal. ITSL may revoke Sales Partner status prospectively if Partner fails to comply with this Agreement, becomes inactive, makes unauthorized statements, or does not follow ITSL process.
Partner must provide accurate registration information, contact details, payment information, and tax documentation requested by ITSL. Individuals/sole proprietors must provide a valid Social Security Number (SSN) and completed W-9 or applicable tax documentation. Business entities must provide a valid Employer Identification Number (EIN)/Tax ID and completed W-9 or applicable tax documentation. Partner must maintain current contact, tax, and payment information. ITSL may withhold or defer commission payments until required documentation is complete. ITSL is not responsible for delayed, rejected, or misdirected payments caused by inaccurate or incomplete Partner information. ITSL may approve, reject, suspend, or terminate partner participation in its sole discretion.
Partner must register leads through the ITSL partner portal or other ITSL-approved process before a quote, proposal, or sales opportunity is created. Lead acceptance is not automatic. ITSL may accept or reject any lead, including where the prospect is already an ITSL customer, already in ITSL pipeline, registered by another partner, not a good fit, or presents a compliance, credit, technical, or business concern. Partner must provide prospect name, contact, industry, use case, timeline, decision-makers, and notes supporting legitimate contact. Unless extended by ITSL, an Accepted Lead remains protected for six (6) months from ITSL acceptance. Partner must have had legitimate contact with the prospect within the prior thirty (30) days, such as a live conversation with a decision-maker/influencer or a two-way written exchange showing interest in ITSL Solutions. Partner may not upload or register contacts from a list, CRM, directory, or book of business without legitimate recent contact and a good-faith opportunity.
For opportunities reasonably expected to exceed $15,000 per month in gross recurring or usage billings, Partner must mark the lead as High-Value and provide additional detail, including known stakeholders, timeline, expected use case, estimated usage, budget, security/procurement requirements, and any known decision process. Partner must be available for a joint discovery call within ten (10) business days of ITSL acceptance. ITSL may require additional validation, credit controls, prepayment/deposit requirements, or custom commission treatment before accepting or quoting the lead.
If a deal is not properly registered and accepted before the customer signs, commission eligibility is determined by ITSL records. For unregistered deals, the Partner, sales agent, or inside sales representative that obtains the signed customer agreement will generally be treated as the Seller of Record. In multi-party or disputed situations, ITSL’s CRM, portal, registration records, communications, and customer documents will control. ITSL has the final decision-making authority to determine Seller of Record, commission eligibility, splits, adjustments, and related disputes, and ITSL’s determination is final and binding.
Partner may introduce prospects, provide context, assist with demo scheduling, and support sales activity consistent with ITSL guidance. Partner has no authority to bind ITSL to any quote, discount, contract term, service commitment, timeline, warranty, regulatory statement, security statement, data-processing term, pricing, or implementation commitment. All pricing, discounts, proposals, order forms, statements of work, service commitments, security/compliance statements, and customer terms must be formally approved by ITSL in writing or through the ITSL-approved quoting process. Unauthorized pricing or promises are non-binding on ITSL and non-commissionable unless ITSL expressly ratifies them in writing.
Partner must submit discount or special pricing requests through the ITSL-approved process before presenting pricing to a prospect. ITSL may approve, deny, or modify any discount request in its sole discretion. Partner may not represent that a discount is approved until ITSL has issued written approval. Pricing and commission eligibility for strategic, high-volume, deeply discounted, bespoke, or custom deals may be governed by a separate written commission addendum.
Commission eligibility, rates, exclusions, examples, commission term, and payment rules are listed in Addendum A. Unless otherwise stated, commissions are calculated on Commissionable Gross collected by ITSL and are paid within thirty (30) days after the end of the month in which ITSL receives the corresponding customer payment, subject to required tax and payment documentation. No commission is payable on setup fees, taxes, regulatory fees, pass-through fees, refunds, credits, chargebacks, write-offs, amounts not collected by ITSL, or non-commissionable products/services. Commissions are subject to adjustment or clawback for refunds, credits, chargebacks, non-payment, customer cancellations, service reductions, or errors. ITSL may offset negative adjustments against future commission payments. Partner is responsible for all taxes on commissions paid to Partner. ITSL may defer payments until accrued unpaid commissions equal at least $100.
Unless ITSL approves otherwise in writing, commissions for an Accepted Lead that becomes a Customer are payable only for the first twelve (12) months of Commissionable Gross actually collected by ITSL from that Customer, beginning with the Customer’s first paid invoice. If this Agreement terminates for convenience and the Customer signed and paid before termination, Partner may continue receiving commissions for the remaining portion of that twelve-month commission term, provided Partner was not terminated for cause and remains in compliance with surviving obligations. If Partner is terminated for cause, misconduct, unlawful marketing, unauthorized representations, confidentiality breach, non-circumvention breach, or other material breach, no further commissions accrue after the effective termination date except amounts ITSL determines were earned before termination and not subject to reversal. Unless ITSL approves otherwise in writing before the applicable order is signed, commissions do not automatically apply to renewals after the commission term, expansions, upsells, cross-sells, additional locations, affiliates, subsidiaries, new departments, new products, or later purchases by the Customer.
This Agreement includes only the standard commission program in Addendum A. It does not include any automatic bonuses, SPIFs, volume bonuses, demo bonuses, new-logo bonuses, or other incentive payments. ITSL may, in its sole discretion, run separate partner campaigns for specific months, quarters, verticals, products, or strategic initiatives. Any such campaign must be published by ITSL in writing or through the partner portal and will apply only to the stated campaign period, eligibility rules, and incentive amounts. Campaign incentives are not part of the standard commission schedule and may be modified or discontinued prospectively.
ITSL may modify customer pricing, discount schedules, partner commission rates, commissionable items, commission terms, eligibility criteria, or partner program rules prospectively in its sole discretion by posting updated terms, updating the partner portal, or providing notice to Partner. Changes do not apply retroactively to invoices already issued or customer payments already received before the effective date of the change, unless required to correct an error, credit, chargeback, refund, non-payment, or other adjustment. Partner’s continued use of the partner portal, submission of leads, or participation in the partner program after updated terms are posted or sent constitutes acceptance of the updated terms.
Partner will comply with all applicable laws and regulations, including anti-spam, telemarketing/TCPA, privacy, unfair competition, anti-bribery, sanctions/export control, advertising, and consumer protection laws. Partner will not send bulk email or SMS campaigns referencing ITSL without ITSL approval and required opt-out mechanisms. Partner is solely responsible for complying with the terms, policies, and acceptable-use rules of any third-party platforms, advertising networks, email tools, SMS tools, CRM systems, AI tools, lead data providers, or social media platforms used by Partner in connection with referral activities.
Partner shall not represent that any ITSL AI Solution is fully autonomous, error-free, legally compliant by default, a substitute for professional judgment, guaranteed to produce specific business outcomes, approved for handling regulated data, HIPAA-compliant, GLBA-compliant, insurance-compliant, or suitable for any regulated workflow unless ITSL expressly authorizes that representation in writing. Partner may not complete, submit, or respond to security questionnaires, compliance questionnaires, data processing addenda, business associate agreements, insurance forms, procurement documents, vendor risk forms, or legal terms on behalf of ITSL. All such materials must be handled or approved by ITSL in writing.
Each party may receive non-public business, technical, customer, pricing, prospect, security, product, financial, roadmap, or strategic information (“Confidential Information”). The receiving party will use Confidential Information only to perform under this Agreement and protect it using reasonable care. Partner must not upload sensitive customer data, PHI, ePHI, financial account data, personal information, confidential customer data, or regulated data into lead forms, partner tools, AI tools, or partner communications unless expressly authorized by ITSL through an approved secure process. Confidential Information excludes information that becomes public without breach, was lawfully known without restriction, is independently developed, or is received from a third party without duty of confidentiality.
During the term of this Agreement and for twelve (12) months thereafter, Partner shall not use ITSL Confidential Information, prospect information, pricing, demonstrations, sales materials, proposals, documentation, customer introductions, solution designs, or partner portal information to circumvent ITSL, interfere with ITSL customer or prospect relationships, or directly or indirectly solicit, divert, or contract with any ITSL customer or Accepted Lead for services that are competitive with or substantially similar to the Solutions, except with ITSL’s prior written consent. This clause does not prohibit Partner from continuing to provide its pre-existing, non-competitive services to its own customers.
ITSL retains all rights in its trademarks, service marks, content, documentation, sales materials, proposals, demos, technology, AI workflows, RAG architectures, automation designs, and Solutions. Partner receives no ownership rights. Partner may use ITSL-approved branding solely to promote authorized referrals during the term of this Agreement and must stop using ITSL branding upon termination or upon ITSL request. Partner may not purchase, bid on, or use ITSL trademarks, trade names, confusingly similar terms, or branded keywords in paid search, social advertising, domain names, usernames, landing pages, or online ads without ITSL’s prior written approval.
Partner may not issue press releases, public announcements, testimonials, case studies, client lists, promotional statements, website copy, social posts, or advertising referring to ITSL, the Solutions, the partner relationship, or any ITSL customer without ITSL’s prior written approval. ITSL may identify Partner as a participant in the partner program unless Partner requests otherwise in writing.
Partner shall maintain reasonable records supporting lead eligibility, legitimate contact, marketing compliance, commission eligibility, payment/tax information, and compliance with this Agreement. Upon ITSL’s request, Partner shall provide records reasonably necessary to verify lead eligibility, legitimate contact, commission eligibility, payment information, and compliance with applicable marketing laws and this Agreement.
Partner shall indemnify, defend, and hold harmless ITSL and its officers, directors, employees, contractors, agents, and affiliates from and against any claims, damages, penalties, losses, liabilities, costs, and expenses, including reasonable attorneys’ fees, arising out of or related to Partner’s breach of this Agreement, unlawful marketing, unauthorized representations, misuse of ITSL materials or Confidential Information, violation of applicable law, negligence, willful misconduct, infringement or misappropriation of third-party rights, or disputes caused by Partner’s acts or omissions.
The parties are independent contractors. This Agreement does not create a franchise, joint venture, partnership, fiduciary relationship, employment relationship, or agency relationship. Partner is not authorized to act as ITSL’s legal agent or to bind ITSL in any way. Partner is responsible for its personnel, subcontractors, taxes, expenses, and business operations.
This Agreement begins on the Effective Date and continues until terminated. Either party may terminate this Agreement for convenience upon written notice. ITSL may terminate or suspend Partner immediately for misconduct, compliance concerns, unauthorized pricing, misuse of ITSL branding, confidentiality breach, non-circumvention breach, unlawful marketing, false statements, inactivity, or other conduct ITSL determines may harm ITSL, its customers, prospects, or brand. Upon termination, Partner must stop representing itself as an ITSL partner and cease use of ITSL materials, marks, portal access, and Confidential Information except as required for surviving obligations.
ITSL makes no representation that Partner will earn any commission, that any lead will be accepted, that any prospect will become a customer, or that Partner will retain any particular partner status. To the maximum extent permitted by law, ITSL will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or lost profits. ITSL’s total liability under this Agreement will not exceed the commissions actually paid to Partner under this Agreement during the twelve (12) months before the claim.
Partner may not assign, transfer, delegate, sublicense, pledge, or encumber this Agreement or any commission rights without ITSL’s prior written consent. Any attempted assignment without consent is void. ITSL may assign this Agreement in connection with a merger, acquisition, corporate reorganization, sale of assets, or transfer of its business.
Notices may be provided by email, partner portal posting, electronic notification, dashboard message, or other contact information provided during registration. Notices to Partner are effective when sent or posted. Partner is responsible for maintaining current contact information in the partner portal. ITSL may also provide operational or program notices through the partner portal.
This Agreement is governed by the laws of the State of Florida, without regard to conflict-of-law rules. The parties consent to exclusive jurisdiction and venue in the state and federal courts located in Miami-Dade County, Florida.
Any provisions that by their nature should survive termination shall survive, including payment adjustments, clawbacks, offsets, confidentiality, data protection, intellectual property, non-circumvention, marketing restrictions, audit/records, indemnification, limitation of liability, assignment restrictions, dispute resolution, governing law, and venue.
This Agreement, including Addendum A and any ITSL-published partner portal rules incorporated by reference, is the entire agreement concerning the partner relationship and supersedes prior discussions. Partner agrees that online acceptance, checkbox acceptance, typed signature, electronic signature, or portal registration constitutes a valid and binding signature. If any provision is unenforceable, the remaining provisions remain in effect to the maximum extent permitted by law.
Version: v2026.06.17Â Â Â Effective Date: [E-Signature / Portal Acceptance Date]
“Commissionable Gross” means the gross amount actually collected by ITSL from a referred Customer for eligible monthly subscription/MRR and eligible per-minute usage charges during the applicable commission term, excluding setup fees, taxes, regulatory fees, pass-through charges, professional services, custom development, implementation labor, training, refunds, credits, chargebacks, write-offs, amounts not collected by ITSL, and other items ITSL designates as non-commissionable.
Referral Partner: 10% of Commissionable Gross. Sales Partner: 15% of Commissionable Gross. Sales Partner status requires ITSL approval and sales enablement. Setup fees are not commissionable. Professional services, custom development, training, implementation labor, and third-party pass-through items are not commissionable unless ITSL expressly designates them as commissionable in writing.
Unless ITSL approves otherwise in writing, commissions for each Accepted Lead that becomes a Customer are payable only for the first twelve (12) months of Commissionable Gross actually collected by ITSL from that Customer, beginning with the Customer’s first paid invoice. No lifetime commissions are implied.
Unless ITSL approves otherwise in writing before the applicable order is signed, commissions do not automatically apply to renewals after the commission term, expansions, upsells, cross-sells, additional locations, affiliates, subsidiaries, new departments, new products, or later purchases by the Customer. ITSL may approve commission eligibility for an expansion where Partner materially assists with that expansion and ITSL confirms eligibility in writing.
There are no automatic bonuses, SPIFs, volume bonuses, demo bonuses, new-logo bonuses, or other incentive payments under the standard commission schedule. ITSL may run separate partner campaigns from time to time. Such campaigns must be published by ITSL in writing or through the partner portal and will apply only to the specific campaign period, eligibility rules, and incentive amounts stated by ITSL.
| Partner Status | Subscription/MRR | Usage Charges | Notes |
|---|---|---|---|
| Referral Partner | 10% of Commissionable Gross | 10% of Commissionable Gross | Default status for all new partners. |
| Sales Partner | 15% of Commissionable Gross | 15% of Commissionable Gross | Requires ITSL approval and sales enablement. |
Customer pricing is controlled by ITSL and may change prospectively. Current standard AI Agent pricing may include a base monthly subscription, included minutes, and usage priced using a base per-minute rate with volume discounts. Partner may not quote or promise pricing unless approved by ITSL.
| Monthly Overage Minutes | Standard Discount vs Base Per-Minute Rate | Example Effective Rate if Base = $0.25/min |
|---|---|---|
| 0-1,999 | 0% | $0.2500 |
| 2,000-4,999 | 4% | $0.2400 |
| 5,000-9,999 | 8% | $0.2300 |
| 10,000-24,999 | 12% | $0.2200 |
| 25,000-49,999 | 16% | $0.2100 |
| 50,000+ | 20% | $0.2000 |
Light usage: $500 MRR + 1,000 overage minutes at $0.25 = $750 Commissionable Gross. Referral Partner commission = $75.00; Sales Partner commission = $112.50. Setup fee excluded.
Mid-market usage: $500 MRR + 8,000 overage minutes at $0.23 = $2,340 Commissionable Gross. Referral Partner commission = $234.00; Sales Partner commission = $351.00. Setup fee excluded.
High-volume usage: $500 MRR + 60,000 overage minutes at $0.20 = $12,500 Commissionable Gross. Referral Partner commission = $1,250.00; Sales Partner commission = $1,875.00. Setup fee excluded.
Commissions are earned only after ITSL receives the corresponding Customer payment and are paid within thirty (30) days after month-end, subject to required documentation and the $100 minimum payout threshold. If a Customer payment is refunded, credited, charged back, written off, not collected, materially reduced, or cancelled within the first ninety (90) days after initial activation, the related commission may be reversed, withheld, or adjusted and may be offset against future commissions.
For strategic, high-volume, bespoke, deeply discounted, or custom opportunities, ITSL may issue a separate commission addendum or designate a custom commission rate before the customer quote is issued. If no separate addendum is issued, the standard commission schedule applies only to Commissionable Gross actually collected and approved by ITSL.
If Partner is terminated for convenience and a Customer signed and paid before termination, Partner may receive commissions for the remaining portion of the applicable twelve-month commission term, provided Partner was not terminated for cause and remains in compliance with surviving obligations. If Partner is terminated for cause or breach, no further commissions accrue after termination except amounts ITSL determines were earned before termination and not subject to reversal.
By submitting the online partner registration form, checking the acceptance box, or signing electronically, Partner confirms that Partner has read, understands, and agrees to this Agreement and Addendum A.
Partner Legal Name: [Auto-filled from registration]
Authorized Signer: [Auto-filled / typed name]
E-Signature Date: [Timestamp]
IP / Portal Record: [System record]
