1. Agreement Overview

These Partner Terms & Conditions ("Agreement") govern your participation in the CPA Partner Program ("Program") operated by the Company. By submitting an application to become a Partner, you agree to be bound by these terms.

This Agreement constitutes a legally binding contract between you (the "Partner" or "you") and the Company. If you do not agree to these terms, you may not participate in the Program.

2. Partner Eligibility

To qualify as a Partner, you must:

• Be a licensed CPA, broker, financial advisor, or other qualified financial professional in good standing
• Work with clients who have a minimum allocation capacity of $2,000,000 or greater
• Maintain all required professional licenses and certifications in your jurisdiction
• Comply with all applicable federal, state, and local laws and regulations
• Not be subject to any regulatory sanctions, suspensions, or disciplinary actions
• Provide accurate and truthful information in your Partner application

The Company reserves the right to verify your credentials and may request additional documentation at any time. Failure to meet eligibility requirements may result in immediate termination from the Program.

3. Commission Structure

3.1 Commission Rates

Partners earn commissions based on their annual deal volume tier:

3.2 Commission Calculation

Commissions are calculated as a percentage of the total investment amount paid by the referred client. The investment amount is determined by the client's target allocation multiplied by the cost per dollar loss factor (currently $0.20 per $1.00 of loss allocation).

Example: For a client with a $2,500,000 target allocation at an 8% commission rate:

• Investment Required: $2,500,000 × 0.20 = $500,000
• Partner Commission: $500,000 × 8% = $40,000

3.3 Qualified Referrals

To earn a commission, a referral must meet the following criteria:

• Client must access the calculator through your unique referral link
• Client must complete the qualification form and provide valid contact information
• Client must have a minimum target allocation of $1,000,000
• Client must execute a binding agreement and complete payment
• Client must not have been previously referred by another Partner

3.4 Commission Payment Terms

Commissions are paid according to the following schedule:

• Commissions are earned upon client payment completion
• Payments are processed monthly, typically within 30 days of the end of each calendar month
• Minimum payout threshold: $500 (commissions below this amount roll over to the next payment cycle)
• Payment method: ACH direct deposit or wire transfer to your designated bank account
• Partners are responsible for all applicable taxes on commission income

4. Partner Responsibilities

4.1 Professional Conduct

Partners must:

• Maintain the highest standards of professional ethics and integrity
• Accurately represent the Partner Special Allocation (PSA) framework and its benefits
• Not make false, misleading, or exaggerated claims about tax savings or investment returns
• Comply with all securities laws, tax regulations, and professional codes of conduct
• Disclose your financial interest in referrals to clients when required by law or professional standards
• Protect client confidentiality and handle all personal information in accordance with applicable privacy laws

4.2 Marketing and Promotion

Partners may promote the Program using Company-provided marketing materials. Partners must:

• Use only approved marketing materials provided by the Company
• Not create custom marketing materials without prior written approval
• Include all required disclosures and disclaimers in promotional communications
• Not engage in spam, unsolicited communications, or deceptive marketing practices
• Clearly identify themselves as independent Partners, not employees or agents of the Company

4.3 Compliance and Reporting

Partners agree to:

• Maintain accurate records of all referral activities
• Promptly notify the Company of any material changes to their professional status or licensing
• Cooperate with Company audits and compliance reviews
• Report any suspected fraud, misconduct, or regulatory violations
• Provide updated contact and banking information within 10 business days of any changes

5. Intellectual Property

All intellectual property rights in the Program, including but not limited to trademarks, logos, marketing materials, software, and content, remain the exclusive property of the Company. Partners receive a limited, non-exclusive, non-transferable license to use Company intellectual property solely for the purpose of promoting the Program in accordance with these terms.

Partners may not modify, reproduce, distribute, or create derivative works based on Company intellectual property without express written permission.

6. Confidentiality

Partners may receive access to confidential information about the Company, the Program, pricing structures, and business strategies. Partners agree to:

• Maintain strict confidentiality of all non-public Company information
• Not disclose confidential information to third parties without prior written consent
• Use confidential information solely for the purpose of participating in the Program
• Return or destroy all confidential information upon termination of this Agreement

This confidentiality obligation survives termination of this Agreement for a period of three (3) years.

7. Independent Contractor Relationship

Partners are independent contractors, not employees, agents, or representatives of the Company. This Agreement does not create a partnership, joint venture, or employment relationship. Partners are solely responsible for:

• All federal, state, and local taxes on commission income
• Their own business expenses, insurance, and professional liability coverage
• Maintaining their own professional licenses and continuing education requirements
• Compliance with all applicable laws and regulations in their jurisdiction

Partners have no authority to bind the Company or make commitments on its behalf.

8. Term and Termination

8.1 Term

This Agreement begins on the date of your Partner application approval and continues until terminated by either party.

8.2 Termination by Partner

Partners may terminate this Agreement at any time by providing 30 days' written notice to the Company. Upon termination, Partners must immediately cease all promotional activities and use of Company intellectual property.

8.3 Termination by Company

The Company may terminate this Agreement immediately, with or without cause, at its sole discretion. Grounds for immediate termination include, but are not limited to:

• Breach of any provision of this Agreement
• Fraudulent or deceptive conduct
• Loss of professional license or regulatory sanctions
• Violation of applicable laws or regulations
• Damage to the Company's reputation or business interests
• Failure to generate qualified referrals for 12 consecutive months

8.4 Effect of Termination

Upon termination:

• Partner's access to the referral dashboard and marketing materials will be revoked
• Partner must immediately cease all promotional activities
• Commissions earned prior to termination will be paid according to normal payment terms
• Pending referrals in the pipeline will be honored if they convert within 90 days of termination
• All confidentiality and intellectual property obligations remain in effect

9. Representations and Warranties

Partner represents and warrants that:

• All information provided in the Partner application is accurate, complete, and truthful
• Partner has the legal authority to enter into this Agreement
• Partner holds all necessary licenses and certifications to perform their professional duties
• Partner is not subject to any legal or regulatory restrictions that would prevent participation in the Program
• Partner's participation in the Program does not violate any other agreements or obligations

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST REVENUE, OR LOST BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PROGRAM.

THE COMPANY'S TOTAL LIABILITY TO PARTNER SHALL NOT EXCEED THE TOTAL COMMISSIONS PAID TO PARTNER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Partners acknowledge that they are solely responsible for their own professional advice and services to clients. The Company provides referral tracking and commission payment services only and does not provide tax, legal, or investment advice.

11. Indemnification

Partner agrees to indemnify, defend, and hold harmless the Company, its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Partner's breach of this Agreement
• Partner's violation of any applicable laws or regulations
• Partner's professional services or advice to clients
• Partner's unauthorized use of Company intellectual property
• Partner's fraudulent, negligent, or willful misconduct

12. Modifications to Agreement

The Company reserves the right to modify these Terms & Conditions at any time. Partners will be notified of material changes via email to their registered address. Continued participation in the Program after notification constitutes acceptance of the modified terms.

If Partner does not agree to the modified terms, Partner must terminate participation in the Program within 30 days of notification.

13. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of [Your State], without regard to its conflict of laws principles.

Any disputes arising out of or related to this Agreement shall be resolved through binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall take place in [Your City, State], and judgment on the arbitration award may be entered in any court having jurisdiction.

Notwithstanding the foregoing, either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property rights or confidential information.

14. General Provisions

14.1 Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements, understandings, or representations, whether written or oral.

14.2 Severability

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

14.3 Waiver

The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision.

14.4 Assignment

Partner may not assign or transfer this Agreement or any rights hereunder without the prior written consent of the Company. The Company may assign this Agreement at its sole discretion.

14.5 Notices

All notices under this Agreement shall be sent to the email address provided in the Partner application or to such other address as either party may designate in writing.

15. Contact Information

For questions about these Terms & Conditions or the Partner Program, please contact:

16. Acknowledgment

By submitting a Partner application, you acknowledge that you have read, understood, and agree to be bound by these Terms & Conditions. You further acknowledge that you have had the opportunity to seek independent legal advice regarding this Agreement.