Legal

Referral Agreement

The terms of the referral program. Referrers accept this at enrollment.

NECESSITYWORKS, INC. — REFERRAL AGREEMENT

Version: 1.0 Published at: https://necessityworks.com/legal/referral Applies to: NecessityWorks, Inc. (Delaware) Governing law: Delaware Program type: Non-exclusive, performance-based, paid only on actual collected customer payments

How this Agreement is accepted

This Referral Agreement (“Agreement”) governs participation in the NecessityWorks Referral Program (the “Program”). The Program is open to individuals and entities (“Referrer”) who wish to refer prospective customers to NecessityWorks, Inc. (“NW”) in exchange for the Referral Fees set forth below.

Referrer is bound by this Agreement when Referrer (a) submits a complete Program enrollment through the NW Referrer enrollment portal at https://necessityworks.com/referrer, including (i) Referrer’s identification and contact information, (ii) a completed and signed IRS Form W-9 (for U.S. persons) or Form W-8BEN / W-8BEN-E (for non-U.S. persons), and (iii) valid U.S. bank account details for ACH commission payments, and (b) clicks “I accept” against this Agreement at the conclusion of the enrollment flow. Upon successful enrollment, NW issues Referrer a unique Promo Code that Referrer may share with prospective customers.

Eligibility. Referrer must be at least 18 years old (if an individual) or duly organized and in good standing (if an entity), and must not be a current NW employee, contractor, officer, director, or immediate family member of the foregoing, except where NW has expressly approved participation in writing.

No signature required. Acceptance is by click-through and electronic enrollment. NW logs the acceptance event with timestamp, IP address, and the version hash of this Agreement.

THE AGREEMENT

This Agreement is entered into between:

NecessityWorks, Inc., a Delaware corporation with its principal place of business at 2810 N Church St #550982, Wilmington, DE 19802-4447 (“NW”), and

Referrer, meaning the individual or entity that completes enrollment and accepts this Agreement.

The “Effective Date” is the date Referrer’s enrollment is approved and the Promo Code is issued.

1. Definitions

1.1 “Promo Code” means the unique alphanumeric code issued by NW to Referrer upon enrollment that, when applied by a prospective customer at NW’s Stripe checkout or equivalent online order flow, attributes the resulting Referred Customer to Referrer.

1.2 “Referred Customer” means a person or entity that (a) was not, at the time the Promo Code was applied, an existing NW customer or in active sales discussions with NW (determined by NW in good faith based on its CRM records), and (b) applies Referrer’s Promo Code at the time of initial Platform signup or first purchase through NW’s online checkout.

1.3 “Referral Fee” has the meaning given in §5.

1.4 “First-Year TCV” means the actual U.S. dollar amounts paid by a Referred Customer to NW and successfully received and retained by NW (i.e., not refunded, charged back, or otherwise returned) for subscription fees to the NW Platform during the twelve (12) consecutive calendar months following the Referred Customer’s Effective Date (as defined in the Customer’s Master Subscription Agreement). First-Year TCV expressly excludes: (a) taxes, (b) one-time setup or implementation fees, (c) Professional Services fees, (d) fees for any module Customer purchases more than twelve (12) months after its initial Effective Date, (e) amounts NW refunds, credits, or returns to Customer for any reason (including under the Material Non-Use Release in MSA §13.1(c)), and (f) amounts collected but reversed by chargeback, ACH return, or successful dispute.

1.5 “Qualifying Payment” means a payment received by NW from a Referred Customer that (a) is attributable to First-Year TCV, (b) has cleared and been retained by NW for at least thirty (30) days without reversal, chargeback, refund, or dispute, and (c) has not been subject to a Material Non-Use Release or other credit that retroactively reduces the amount payable.

1.6 “Program” means the NW Referral Program as established and modified by NW from time to time.

1.7 “Platform” / “Services” / “MSA” have the meanings given in the NW Master Subscription Agreement at https://necessityworks.com/legal/msa.

2. Appointment as Non-Exclusive Referrer

2.1 Appointment. NW appoints Referrer as a non-exclusive referrer for the Platform, on the terms of this Agreement. The appointment is non-territorial — Referrer may refer prospective customers in any geography subject to applicable law.

2.2 Independent Contractor. Referrer is an independent contractor. Referrer is not an employee, agent, partner, joint venturer, franchisee, reseller, fiduciary, or legal representative of NW. Referrer has no authority to bind NW or to make any representation, warranty, commitment, or agreement on NW’s behalf. Referrer will not represent itself as having such authority.

2.3 No Exclusivity. NW retains the right to (a) appoint other referrers, distributors, or sales channels in any market, (b) sell directly to any customer, including customers Referrer has referred, (c) terminate the Program in whole or in part, or modify its terms (prospectively only), at any time, (d) refuse any prospective customer for any lawful reason, and (e) determine all pricing, packaging, and contractual terms with Referred Customers in NW’s sole discretion.

3.1 Issuance. Upon successful enrollment, NW issues Referrer a unique Promo Code that identifies Referrer in NW’s Stripe billing system and CRM. Referrer may share the Promo Code with prospective customers via Referrer’s lawful marketing efforts.

3.2 Application by Customer. Attribution to Referrer occurs only when a prospective customer applies the Promo Code at NW’s Stripe checkout (or other online order flow designated by NW) at the time of initial signup or first purchase. Promo Codes applied after initial signup, after first purchase, on renewal, on expansion of an existing subscription, or by a customer who is already in NW’s CRM as a prospect or customer do not result in attribution and do not give rise to a Referral Fee.

3.3 Single-Attribution. Each Referred Customer is attributable to one Referrer — the Referrer whose Promo Code is applied at the time of initial signup. NW does not stack, split, or otherwise apportion Referral Fees between multiple referrers.

3.4 Customer-Facing Discount. The Promo Code may optionally include a customer-facing discount as part of the Program from time to time. Any such customer-facing discount is a separate commercial decision by NW and does not reduce the Referral Fee base (which remains the actual amount paid and retained by NW after application of the discount, taxes, and other deductions per §1.4).

3.5 No Misuse of Promo Code. Referrer will not (a) apply the Promo Code to Referrer’s own purchase, to the purchase of any entity Referrer controls or is controlled by, or to a transaction in which Referrer is the buyer or the buyer’s authorized purchaser; (b) post the Promo Code in violation of NW’s published Program rules (e.g., on coupon-aggregator sites, in spam, on adult-content sites, or in violation of search-engine bidding restrictions NW may publish); or (c) use the Promo Code in a manner that violates applicable law, including the FTC Endorsement Guides (16 C.F.R. Part 255), the CAN-SPAM Act, the TCPA, the GDPR/UK GDPR (where applicable), or any anti-corruption law (FCPA, UK Bribery Act, or equivalent).

3.6 NW Marketing Materials (Optional). NW may make available optional marketing materials (e.g., logos, one-pagers, demo links) for Referrer’s use, subject to NW’s then-current usage guidelines. Use of such materials is at Referrer’s option; NW grants Referrer a limited, revocable, non-exclusive license to use them solely for promoting the Platform under this Agreement.

4. Qualifying Referral and Attribution

4.1 Qualifying Referral. A referral becomes a “Qualifying Referral” when (a) the Promo Code is applied at initial signup or first purchase, (b) the prospective customer becomes a Referred Customer under §1.2, and (c) NW receives and retains at least one Qualifying Payment from that Referred Customer under §1.5.

4.2 Attribution Window. Attribution is based on the applied Promo Code at the moment of initial signup or first purchase. There is no separate cookie window, intent window, or post-signup attribution. If a prospective customer interacts with NW’s website but does not apply the Promo Code at the moment of signup or first purchase, the referral is not Qualifying — even if Referrer can demonstrate Referrer was the source of the customer’s interest.

4.3 NW’s Final Determination. NW determines, in good faith and based on its CRM and billing records, whether a referral is Qualifying. NW’s determination is final absent manifest error. Referrer may request a written explanation of any non-attribution determination within sixty (60) days of the relevant signup event.

5. Referral Fee

5.1 Fee Amount. For each Referred Customer, NW will pay Referrer a Referral Fee equal to ten percent (10%) of the First-Year TCV, calculated and paid as Qualifying Payments are received and retained by NW under §1.5.

5.2 Earning Trigger. The Referral Fee is earned only as NW actually receives and retains Qualifying Payments. There is no pre-payment, no guarantee of payment based on contracted TCV, and no payment for committed-but-uncollected amounts. If the Referred Customer pays NW $X over the First-Year TCV window, Referrer earns 10% of $X — no more, no less.

5.3 First-Year Only. Referral Fees apply only to Qualifying Payments attributable to the First-Year TCV window (the first twelve (12) consecutive calendar months following the Referred Customer’s Effective Date). NW does not pay Referral Fees on renewals, expansion sales, upgrades occurring after month twelve, or any other payments outside the First-Year TCV window.

5.4 No Stacking with Other NW Compensation. Referral Fees are the sole and exclusive compensation Referrer is entitled to in connection with the Program. Referrer is not entitled to any commission, override, bonus, equity, expense reimbursement, benefits, or other compensation from NW.

6. Payment Mechanics

6.1 Payment Method — ACH Only. NW pays Referral Fees exclusively by ACH (Automated Clearing House) push to Referrer’s designated U.S. bank account, which Referrer must enroll and maintain through NW’s Referrer portal. Enrollment of valid U.S. bank ACH details is a condition of participation in the Program. NW does not pay Referral Fees by check, wire, credit card, PayPal, Venmo, Zelle, cryptocurrency, or other method. Referrer is responsible for maintaining accurate bank details.

6.2 Payment Cycle. NW will calculate accrued Referral Fees on a monthly basis and pay them via ACH within thirty (30) days (Net 30) after the close of each calendar month in which Qualifying Payments are received from Referred Customers. NW reserves the right to set a minimum payout threshold (e.g., $50.00 per cycle); amounts below the threshold are carried forward to subsequent cycles until the threshold is met or until the Agreement terminates.

6.3 No Payment on Unqualified Amounts. If a Customer payment does not become a Qualifying Payment — for example, because the payment bounces, is reversed by ACH return, is charged back, is refunded by NW (whether voluntarily or under the Material Non-Use Release at MSA §13.1(c)), is the subject of a successful dispute, or is otherwise reversed — NW does not owe a Referral Fee on that payment. If NW has already paid a Referral Fee on a payment that later becomes unqualified, the previously-paid Referral Fee is recoverable from Referrer per §7.

6.4 Statements. NW will make available to Referrer, through the Referrer portal, a monthly statement showing (a) attributed Referred Customers and their status, (b) Qualifying Payments received in the cycle, (c) Referral Fees accrued in the cycle, (d) any clawbacks under §7, and (e) the net ACH payout amount.

7. Clawback / Recoupment

7.1 Clawback Events. A “Clawback Event” occurs when a Referral Fee was paid on a Customer payment that subsequently becomes unqualified per §6.3 (bounce, ACH return, chargeback, refund, Material Non-Use Release, dispute, or other reversal).

7.2 Recoupment. NW will recoup the affected Referral Fee by (a) first, netting it against Referrer’s next monthly payout; and (b) if Referrer’s accrued balance is insufficient to cover the clawback within ninety (90) days, by invoicing Referrer for the residual amount, payable Net 30 by ACH from Referrer’s enrolled bank account. Referrer authorizes NW to debit Referrer’s enrolled bank account for clawback amounts up to the lesser of (i) the residual clawback owed, or (ii) the cumulative Referral Fees paid to Referrer in the preceding twelve (12) months.

7.3 No Interest, No Late Fee. NW does not charge Referrer interest or late fees on clawback amounts collected within the 90-day netting window. Amounts NW must invoice and that remain unpaid more than 30 days past the invoice date accrue interest at the lesser of 1.0% per month or the maximum rate permitted by law.

8. Tax

8.1 Independent Tax Status. Referrer is responsible for all federal, state, local, foreign, and self-employment taxes on Referral Fees. NW will not withhold income tax from Referral Fees paid to a U.S. person, and Referrer will not be eligible for any employee benefit, workers’ compensation, unemployment insurance, or similar protection.

8.2 W-9 / W-8 Required. Before NW issues any Referral Fee, Referrer must provide a current and valid IRS Form W-9 (for U.S. persons) or Form W-8BEN / W-8BEN-E (for non-U.S. persons). NW may withhold Referral Fee payments pending receipt of a complete, signed tax form.

8.3 IRS Reporting. NW will issue an IRS Form 1099-NEC (or successor form) to U.S. Referrers who receive aggregate Referral Fees meeting the IRS reporting threshold for the calendar year. NW may make corresponding state reports as required by law.

8.4 Non-U.S. Referrers and Withholding. For non-U.S. Referrers, NW may be required to withhold U.S. federal income tax from Referral Fees under the Internal Revenue Code. Referrer is responsible for understanding and addressing any withholding obligations, treaty positions, or local tax obligations applicable to Referrer’s jurisdiction. NW may decline to enroll, or may terminate, any Referrer in a jurisdiction where compliance is impractical or prohibited.

9. Referrer’s Conduct Obligations

9.1 FTC Endorsement Disclosure. Referrer will clearly and conspicuously disclose, in every public communication promoting NW, that Referrer has a material connection to NW (i.e., that Referrer is paid for referrals), in compliance with the FTC Endorsement Guides (16 C.F.R. Part 255) and analogous laws of other jurisdictions. Permissible disclosures include “#ad,” “#referral,” “I receive a commission if you sign up using my link,” or equivalents that meet the FTC’s clear-and-conspicuous standard.

9.2 No Misrepresentation. Referrer will not make any representation, warranty, guarantee, or commitment about the Platform, NW, or NW’s pricing, performance, security, compliance posture, roadmap, or terms that is inconsistent with NW’s published materials. Referrer will not state or imply that Referrer is authorized to negotiate or modify NW’s contracts on behalf of NW.

9.3 No Spam, No Deceptive Practices. Referrer will comply with all applicable anti-spam and consumer-protection laws (CAN-SPAM, TCPA, GDPR ePrivacy, CASL, etc.). Referrer will not (a) send unsolicited bulk email or text messages promoting NW, (b) make robocalls or auto-dialed calls, (c) impersonate NW or use confusingly similar domain names, social handles, or advertising, (d) bid on NW’s trademarks or branded keywords in search-engine advertising in violation of NW’s published Program rules, or (e) engage in any deceptive, misleading, or fraudulent practice.

9.4 Anti-Corruption. Referrer will not offer, pay, give, or promise to give any money, gift, or other thing of value to any government official or any individual involved in the procurement decision at a prospective Referred Customer in order to influence that decision. Referrer will comply with the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act 2010, and all other applicable anti-corruption laws.

9.5 No Conflict of Interest. Referrer will not refer a prospective customer in violation of any duty Referrer owes to that prospective customer (e.g., a fiduciary duty, a non-compete, or a procurement-conflict-of-interest policy). Referrer represents that participation in the Program does not violate any agreement, policy, or law applicable to Referrer.

9.6 Data Privacy. Referrer will not share any personal data of a prospective Referred Customer with NW except as necessary to make a warm introduction and only with the prospective customer’s knowledge. Referrer is solely responsible for compliance with applicable data-protection laws in connection with Referrer’s marketing activities.

10. NW’s Reservations and Right to Refuse

NW reserves the right, in its sole discretion and without liability to Referrer, to:

refuse to sell to any prospective Referred Customer for any lawful reason (e.g., sanctions, security risk, conflict, AUP violation, prior-relationship determination);
invalidate a Promo Code application that NW determines was made in violation of §3.5 or §9;
set, modify, or eliminate Promo Code customer-facing discounts;
modify the Program terms, the Referral Fee percentage, or other commercial terms prospectively only by updating this Agreement at the published URL with thirty (30) days’ notice to enrolled Referrers; modifications do not affect Referral Fees already accrued on Qualifying Payments;
suspend or terminate Referrer’s participation for breach of this Agreement, misuse of the Promo Code, violation of applicable law, or NW’s good-faith determination that continued participation poses reputational or compliance risk to NW; and
terminate the Program in whole at any time on thirty (30) days’ notice; Referrer’s right to Referral Fees on Qualifying Payments received prior to and during the wind-down period survives such termination per §16.

11. No Warranties; No Fiduciary Duty

11.1 No Warranties to Referrer. NW provides the Program “AS IS” and “AS AVAILABLE.” NW disclaims all warranties to Referrer, express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranty that the Program, the Promo Code, the Stripe checkout, or NW’s CRM will be uninterrupted, error-free, or will produce any particular volume or value of Referrals.

11.2 No Fiduciary Duty. NW owes Referrer no fiduciary duty, no duty of best efforts, no duty to market the Platform, and no duty to maintain any particular pricing, packaging, or product roadmap. Referrer assumes the risk of changes in NW’s pricing, product, or strategy that may affect Referrer’s economic outcomes under this Agreement.

11.3 Customer Relationship Belongs to NW. All customer relationships — including the Referred Customer relationships — belong to NW. Referrer has no right, title, or interest in any Referred Customer or in the data, communications, or contracts between NW and any Referred Customer.

12. Limitation of Liability

12.1 Cap. NW’s total cumulative liability to Referrer arising out of or relating to this Agreement and the Program is limited to the aggregate Referral Fees actually paid to Referrer in the twelve (12) months immediately preceding the event giving rise to the claim. Where Referrer has not yet received any Referral Fees, NW’s total cumulative liability is capped at U.S. $500.

12.2 Excluded Damages. In no event will either Party be liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost business opportunities, or loss of goodwill, arising out of or relating to this Agreement.

12.3 Essential Basis. The limitations in this §12 are an essential element of the bargain and apply notwithstanding the failure of any limited remedy.

13. Confidentiality

Referrer will treat as Confidential Information any non-public information NW provides to Referrer in connection with the Program, including the Promo Code, NW’s pricing, the identity and status of prospective and Referred Customers, NW’s CRM data made visible to Referrer, NW’s roadmap, and any Program-performance statistics specific to Referrer. Referrer will (a) use NW’s Confidential Information solely to perform under this Agreement, (b) protect it with at least reasonable care, and (c) not disclose it to any third party. The confidentiality obligation survives termination of this Agreement for three (3) years; obligations regarding trade secrets survive for as long as the information remains a trade secret.

14. Term and Termination

14.1 Term. This Agreement commences on the Effective Date and continues until terminated under this §14.

14.2 Termination for Convenience. Either Party may terminate this Agreement at any time, with or without cause, on thirty (30) days’ written notice to the other Party (or by Referrer through the Referrer portal “withdraw” control).

14.3 Termination for Cause / Suspension. NW may suspend or terminate this Agreement immediately and without prior notice if (a) Referrer materially breaches this Agreement (including §§3.5, 9, or 13); (b) Referrer becomes insolvent or is the subject of a bankruptcy petition; (c) Referrer is a sanctioned person or located in a sanctioned jurisdiction; or (d) NW determines in good faith that Referrer’s continued participation poses material reputational, regulatory, or compliance risk to NW.

14.4 Termination of Program. NW may terminate the Program in whole on thirty (30) days’ notice to enrolled Referrers, which terminates this Agreement on the effective date stated in the notice.

15. Effect of Termination on Accrued Fees

15.1 Accrued Earned Fees Survive. Referral Fees that have been earned through Qualifying Payments received and retained by NW prior to the effective date of termination remain payable to Referrer per §6, subject to clawback per §7.

15.2 Wind-Down for Already-Attributed Referred Customers. For Referred Customers attributed to Referrer before the effective date of termination, NW will continue to pay Referral Fees on Qualifying Payments received during the remainder of the First-Year TCV window for each such Referred Customer, even after termination, subject to the same clawback rules. This continued-payment obligation does not apply if termination is for Referrer’s material breach under §14.3(a), §14.3(c), or §14.3(d), in which case NW may, in its sole discretion, terminate accrual of future Referral Fees on Qualifying Payments received after the termination date.

15.3 No New Attribution After Termination. After the effective date of termination, no new Promo Code applications by prospective customers will be attributed to Referrer. Promo Codes issued to Referrer are deactivated.

15.4 Survival. The following survive termination: §§5 (as to fees earned before termination per §15.1–15.2), 6, 7, 8, 11, 12, 13, 15, 16, 17.

16. Disputes and Governing Law

16.1 Governing Law. This Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-laws rules.

16.2 Venue. The state and federal courts located in New Castle County, Delaware have exclusive jurisdiction over any dispute arising out of or relating to this Agreement, and the Parties consent to personal jurisdiction and venue in those courts.

16.3 Pre-Suit Notice. Before initiating any litigation (other than for equitable relief), the claiming Party will give the other Party written notice describing the claim and will negotiate in good faith for at least thirty (30) days to resolve it.

16.4 Jury Trial Waiver. To the extent permitted by law, each Party waives the right to a trial by jury in any proceeding arising out of or relating to this Agreement.

17. General

(a) Independent Contractor. Restated for clarity: Referrer is an independent contractor; this Agreement does not create an employment, partnership, joint venture, agency, franchise, or fiduciary relationship.

(b) No Authority to Bind. Referrer has no authority to bind NW or to make any representation, warranty, commitment, or agreement on NW’s behalf.

(c) Assignment. Referrer may not assign this Agreement (including by change of control if Referrer is an entity) without NW’s prior written consent. NW may assign this Agreement without consent in connection with a merger, acquisition, financing, or sale of substantially all of NW’s assets.

(d) Notices. Notices to NW for legal purposes must be sent to: NecessityWorks, Inc., 2810 N Church St #550982, Wilmington, DE 19802-4447, Attn: Legal, with a copy to [email protected]. Notices to Referrer may be sent to the email address on file in the Referrer portal; Referrer is responsible for maintaining current contact information.

(e) Amendment. NW may amend this Agreement prospectively per §10(d). Amendments do not affect Referral Fees already accrued on Qualifying Payments received before the amendment effective date.

(f) Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable while preserving its intent; if modification is not possible, it will be severed and the remainder will continue in effect.

(g) No Waiver. No failure or delay in exercising any right constitutes a waiver of that right. Any waiver must be in writing and signed by the waiving Party.

(h) Entire Agreement. This Agreement is the entire agreement between the Parties regarding the Program and supersedes all prior or contemporaneous communications regarding its subject matter.

(i) Electronic Acceptance; Counterparts. Acceptance is by click-through at the Referrer portal per the “How this Agreement is accepted” section. To the extent the Parties execute a separate counterpart (e.g., for an entity that requires a signed document for its records), the counterpart is evidentiary only and does not modify the substantive terms of this Agreement.

(j) Force Majeure. Neither Party is liable for delay or failure of performance (other than payment obligations) caused by events beyond its reasonable control.

(k) Compliance with Law. Each Party will comply with all laws and regulations applicable to its performance.

(l) Anti-Sanctions. Referrer represents that Referrer is not a sanctioned person, is not located in a sanctioned jurisdiction, and will not refer prospective customers that are sanctioned persons or located in sanctioned jurisdictions.

ACCEPTANCE

This Agreement is accepted electronically at the conclusion of Referrer’s enrollment in the Referrer portal. NW logs the acceptance event with Referrer’s identifying information, timestamp, IP address, and the version hash of this Agreement.

For NW: NecessityWorks, Inc., a Delaware corporation. NW’s published acceptance is evidenced by publication of this Agreement at the URL identified at the top of this document and by NW’s issuance of a Promo Code to Referrer upon successful enrollment.

For Referrer: Acceptance is evidenced by Referrer’s enrollment submission (including W-9/W-8 and U.S. bank ACH details) and by Referrer’s click-through against this Agreement.

Signed counterpart (optional). A Referrer that requires a signed counterpart of this Agreement (e.g., to satisfy an internal recordkeeping policy) may request one in writing to [email protected]. A signed counterpart will recite the version of this Agreement that Referrer is accepting and will be evidentiary only; it does not modify the substantive terms of this Agreement.