Read every section carefully. This is a legally binding agreement. You must acknowledge and accept all terms before your registration can be submitted.
MASTER INDEPENDENT SALES PARTNER AGREEMENT
Effective Date: Upon electronic acceptance · Company: Wallvestment Capital LLC, 3000 Wilcrest Dr., Houston, TX 77042
1. Parties; Effective Date; Agreement Structure
This Master Independent Sales Partner Agreement (this "Agreement") is entered into as of the date of electronic acceptance by and between Wallvestment Capital LLC, a Texas limited liability company, with its principal business address at 3000 Wilcrest Dr., Houston, TX 77042 ("Wallvestment" or the "Company"), and the individual or entity completing the registration and acceptance process ("Partner").
This Agreement includes and incorporates by reference: (a) the Compensation Schedule and Rank / Override Rules attached as Exhibit A; (b) the Product and Marketing Rules attached as Exhibit B; (c) the Activity, Inactivity, and Team Management Rules attached as Exhibit C; and (d) any Company policy, portal notice, or schedule amendment validly adopted under Section 24. In the event of conflict, this Agreement controls unless the later document expressly states that it supersedes a specific provision.
2. Definitions
"Active Status" means the status required to remain eligible for management spreads, team overrides, parity benefits, organizational rights, and any leadership-based compensation, as more fully defined in Exhibit C.
"Business Funding Solutions" means Wallvestment-approved commercial capital solutions, including commercial receivable purchase products, closed-end or open-end commercial financing products, and other lawful business financing products offered or brokered through Wallvestment-approved funding sources.
"Bounty" means the one-time flat commission payable, if any, for a successfully boarded merchant services / payment processing referral, as set by the Company from time to time.
"Chargeback / Clawback Event" means any event described in Section 8 that causes a funded transaction or boarded merchant-processing account to be treated as reversed, rescinded, invalid, unearned, fraudulent, non-boarded, or otherwise subject to recovery or offset.
"Commercial Capital Solutions" means the Company's approved description of its core business and product set; it includes Business Funding Solutions and approved add-on products, but excludes any unapproved label or description.
"Company Systems" means all Wallvestment websites, portals, CRMs, communications systems, phone systems, training platforms, email domains, lead-routing tools, scoring tools, forms, templates, APIs, datasets, and any Company-provided or Company-authorized software, login, or workspace.
"Confidential Information" has the meaning given in Section 12 and includes all Company-originated non-public business, client, compensation, technology, and operational information.
"Direct Referral" means a person or entity first introduced into Wallvestment's sales organization through a Partner's approved onboarding activity, subject always to the Company's ownership and reassignment rights.
"Funded Deal" means a transaction for which a merchant applicant or business client has actually closed and funded through a Company-approved provider and for which all Company conditions to treat the transaction as funded have been satisfied.
"Good Standing" means that Partner is not suspended, under compliance investigation, in material breach, inactive under Exhibit C, or otherwise disqualified from leadership-based compensation.
"Hierarchy" means the Company-owned organizational structure, including all placements, leg relationships, roll-up positions, compression decisions, and reporting relationships in the sales organization.
"Management Spread" means the differential compensation or override, if any, payable under the Compensation Schedule based on rank, active status, and other conditions set by the Company.
"Merchant Services" means payment processing services or related merchant account services approved by the Company, compensated on a one-time non-residual bounty basis unless the Company expressly states otherwise in writing.
"Specific Offer" means a provider-issued or Company-approved offer containing actual transaction terms, whether for purposes of disclosure law, platform workflow, or commission recognition.
3. Independent Contractor Relationship
Partner is and shall remain an independent contractor, not an employee, franchisee, legal representative with authority to bind the Company, fiduciary, statutory agent, joint venturer, or partner of the Company in the legal sense.
Partner controls the manner, means, and method of Partner's own lawful prospecting and referral activities, subject always to Company policies, branding standards, product restrictions, compliance rules, and workflow rules.
Partner is solely responsible for all federal, state, and local taxes, self-employment taxes, estimated tax payments, insurance, licensing, registrations, expenses, equipment, and recordkeeping relating to Partner's activities.
No wage, salary, employee benefits, workers' compensation, paid time off, unemployment compensation, or retirement benefits are provided by the Company.
Nothing in this Agreement shall be construed to create any exclusive territory or guarantee of leads, opportunities, funding volume, rank progression, income level, or continued participation in the sales organization.
4. No Authority; No Unauthorized Statements
Partner has no authority to bind the Company, any lender, any financing provider, any processor, or any affiliate to any contract, liability, guarantee, quote, approval, promise, or operational commitment unless the Company has expressly authorized it in a signed writing.
Partner shall not quote, promise, or represent approval, funding certainty, pricing certainty, total payback, payment amount, annualized cost, specific timing, underwriting decision, lender appetite, or merchant-services approval unless the Company or approved provider has issued a Specific Offer or expressly approved the exact statement.
Partner shall not execute contracts, disclosure forms, commitment letters, or merchant-processing documents on behalf of the Company or any provider.
5. Scope of Services
Partner may identify and refer prospective small-business clients seeking Commercial Capital Solutions, collect and submit documentation through Company Systems, communicate approved next steps, and help keep files moving through Company-approved workflows.
Partner shall represent Company products accurately, professionally, and only using approved terminology and materials.
Partner shall comply with all Company policies, portal rules, and lawful provider requirements, including any required disclosures, signature workflows, and data-handling rules.
Partner shall not charge merchants any fee, cost, consulting charge, success fee, or side fee unless the Company has expressly authorized the exact fee in writing.
6. Approved Products, Approved Terminology, and Product Rules
The Company's approved umbrella terminology is "Commercial Capital Solutions." The Company's approved core product terminology includes "Business Funding Solutions," "Commercial Receivable Purchase Solutions" if the Company chooses to use that label in a specific workflow, and any other Company-approved business financing label.
Unless the Company has expressly approved a different wording for a particular state, product, or disclosure context, Partner shall not describe Company products using unapproved product labels or any statement likely to create regulatory confusion or mismatch with Company disclosures.
Partner acknowledges that the Company may carry multiple lawful product categories through approved channels. The Company may add, remove, pause, or revise products at any time.
Merchant Services compensation is a one-time non-residual bounty unless the Company expressly publishes a different program in writing. The amount, conditions, boarded-account rules, and disqualification rules for Merchant Services may be changed prospectively by the Company under Section 24.
7. Compensation; Rank; Management Spreads; Merchant Services Bounty
Partner is paid only under the compensation plan, rank rules, and conditions in effect at the time a transaction becomes commissionable under this Agreement.
Personal commissions for Business Funding Solutions are determined by the Compensation Schedule then in effect. The rank ladder includes: Funding Officer, Senior Funding Officer, Managing Director, Principal Partner, and Executive Board Member. Commission rates for each level are set forth in the Company's internal Compensation Schedule, which may be revised prospectively under Section 24. Specific rates are confidential and provided to Partners through secured Company Systems.
Management Spreads and team overrides are conditional service-based compensation. They are not vested property rights, not passive residual rights, and not earned merely because a Partner once introduced or onboarded another person. They remain payable only while the receiving Partner is in Good Standing, maintains Active Status as required, and otherwise qualifies under the Compensation Schedule and Exhibit C.
No compensation is payable for the mere act of onboarding, introducing, or placing a person in the sales organization without qualifying external business activity and satisfaction of the Company's rules.
8. Mandatory 30-Day Clawback; Unearned Compensation; Right of Offset
All commissions, overrides, management spreads, and Merchant Services Bounties are conditional when initially credited and are not deemed fully earned until the applicable 30-day performance window has expired without a Clawback Event.
For Business Funding Solutions, if a merchant defaults, rescinds, materially breaches, is charged back, reversed, determined fraudulent, or was funded on falsified information within the initial 30 calendar days, 100% of all related personal commission and all related override / management compensation shall be deemed unearned and must be returned to the Company.
For Merchant Services, if a referred merchant does not actually board, reverses, closes, is rejected after provisional approval, or otherwise fails the Company's then-current payable conditions within the initial 30 calendar days after activation, all related bounty compensation shall be deemed unearned and must be clawed back.
The Company may offset any unearned amounts, reserves, debit balances, split adjustments, compliance penalties, provider reversals, or other obligations against any present or future amounts otherwise payable to Partner. If future payouts are insufficient, Partner shall repay the balance within five (5) business days after written demand.
9. Mandatory Certification Requirement; 30-Day Deadline; Deactivation Upon Non-Compliance
As a condition of maintaining an active Partner account, Partner must complete and pass the official Wallvestment Capital Certification Exam within thirty (30) calendar days of their registration date (the "Certification Deadline"). The certification exam requires a perfect score of 100% and is accessible at no cost through the Partner portal, along with all required study materials and training content.
This requirement exists because the Company invests substantial resources in every Partner from the day of registration — including access to the AI-powered leads platform, live deal training, scripts, onboarding support, and manager coaching. These resources are extended in good faith based on each Partner's commitment to actively participate and develop into a productive, professional representative of the Company and its clients.
Certification demonstrates that Partner has studied the material, understands the Company's compensation structure and compliance obligations, and is prepared to represent merchants and clients professionally. The 30-day window is intentionally generous — all study materials are self-paced and provided at no cost.
Consequences of Non-Compliance: If Partner fails to obtain certification within the Certification Deadline, the Company shall permanently deactivate Partner's account, immediately revoke all portal access and referral link functionality, and forfeit all accumulated earnings, team placements, and future compensation rights — with no extensions, no appeals, and no second chances. The Company makes no exceptions to this requirement, as doing so would undermine the professional standards that high-performing Partners on the same team rely upon. Partner acknowledges that this standard is a core condition of this Agreement and that they have had a full and fair opportunity to complete the certification before any consequences apply.
10. Active Status; Dual 30-Day Production Standard; 90-Day Inactivity Termination
Active Status is a continuing eligibility condition for all leadership-based compensation. To maintain Active Status, Partner must satisfy both of the following requirements during each rolling 30-calendar-day period (the "Dual Activity Standard"): (a) close and fund at least one (1) personally funded deal through Company Systems; and (b) onboard at least one (1) new team member through the Company's approved registration process.
Failure to meet either component of the Dual Activity Standard in any given 30-day period will result in automatic suspension of management spreads, parity benefits, and all team-based compensation for that period, without requiring full termination of this Agreement.
If Partner fails to close at least one (1) personally funded deal for ninety (90) consecutive calendar days, this Agreement terminates automatically for inactivity. Upon inactivity termination, the Company has no further obligation to preserve Partner's organizational placement, team-management rights, or future team-based compensation, and all pending management compensation is forfeited.
10. Hierarchy Ownership; Reassignment; Compression; Roll-Up; No Property Right
The Hierarchy is a Company-owned business system and operational asset. Partner does not own, purchase, inherit, sell, pledge, encumber, transfer, or otherwise hold a property interest in any team, leg, layer, placement, or reporting relationship within the Hierarchy.
Any right to earn management spreads or override compensation from organizational structure is conditional, revocable, and subject to Good Standing, Active Status, compliance, and Company business judgment.
The Company may, in its sole and good-faith business judgment, move, reassign, compress, roll up, freeze, merge, split, or otherwise restructure any partner, team, or leg in order to maintain compliance; enforce inactivity rules; correct placement errors; resolve disputes; protect merchants or Company reputation; address fraud, collusion, ghost leadership, or inactivity; support production stability; or implement compensation-plan rules.
Upon inactivity termination, termination for cause, or any other event stated in Exhibit C or the Compensation Schedule, the Company may roll up or reassign Partner's directly sponsored team members or direct referrals to the next active, qualified, and compliant leader or to any other placement the Company deems appropriate.
11. Leads, Data, CRM Records, AI/UCC Outputs, and Non-Circumvention
All leads, prospect records, UCC-derived records, AI-scored leads, routing logic, CRM records, communication logs, notes, scripts, portal records, uploaded files, lead-status fields, and any derivative data created through Company Systems or Company-funded processes are and remain the exclusive property of the Company.
Partner shall not copy, export, scrape, bulk download, forward, mirror, retain, resell, disclose, or use Company-originated leads or data outside Company Systems except as expressly authorized by the Company in writing.
Partner shall not directly or indirectly submit, refer, sell, or route any Company-originated merchant, lead, prospect, or opportunity to any outside broker, ISO, processor, lender, or competing platform without the Company's prior written consent.
For twelve (12) months after Partner's last material contact with a Company-originated lead or merchant, Partner shall not attempt to divert, compete for, or circumvent that opportunity outside the Company.
12. Confidentiality and Trade Secrets
Confidential Information includes all non-public information relating to the Company's clients, merchants, leads, lenders, processors, pricing, underwriting criteria, scripts, training content, rank rules, override rules, activity rules, compensation schedules, team structures, portals, datasets, technology, APIs, business methods, product strategy, legal strategy, and operational processes.
Partner shall hold all Confidential Information in strict confidence, use it solely for authorized Company business, and not disclose it to any third party except as expressly authorized in writing by the Company or legally required after prompt notice to the Company where lawful.
These obligations survive termination for five (5) years, and trade-secret obligations survive as long as the information remains a trade secret under applicable law.
13. Intellectual Property; Branding; Marketing Materials
All Company marks, trade names, logos, templates, training content, scripts, forms, presentations, portal screens, marketing copy, referral tools, videos, decks, and other materials are and remain the exclusive intellectual property of the Company or its licensors.
Partner may use Company-approved marks and materials only in the exact form and manner authorized by the Company and only during the term of this Agreement while in Good Standing.
Partner shall not create derivative works, alter approved materials, launch unapproved websites, run unapproved ads, or use Company branding in a way likely to create regulatory, reputational, or legal risk.
14. Compliance; Prohibited Communications; Earnings Claims; Call / Text / Email Rules
Partner shall comply with all applicable federal, state, and local laws, regulations, and Company compliance policies, including laws relating to unfair or deceptive practices, anti-fraud, marketing, privacy, and commercial-financing disclosures.
Partner shall not make funding guarantees, approval guarantees, timing guarantees, pricing guarantees, or underwriting representations not expressly authorized in writing by the Company.
Partner shall not make unapproved earnings claims, lifestyle claims, passive-income claims, "financial freedom" claims, "quit your job" claims, or any other representation likely to imply expected or typical earnings unless the Company has approved the exact statement and any required disclosure.
Partner shall comply with Company rules and applicable law for phone calls, SMS, email, prerecorded messages, social-media outreach, and all other marketing communications, including any consent, opt-out, do-not-call, anti-spam, or platform requirements.
15. Merchant Protections; Anti-Fraud; Anti-Stacking; No Unauthorized Fees
Partner shall not submit falsified applications, altered documents, fabricated statements, forged signatures, fake bank information, or any other inaccurate or deceptive submission.
Partner shall promptly report suspected fraud, identity issues, forged or altered documents, duplicate submissions, suspicious merchant behavior, or suspected compliance violations.
Partner shall not knowingly facilitate impermissible stacking, covenant breaches, or serial placements that violate provider rules, merchant obligations, or Company policies.
Partner shall not collect or attempt to collect unauthorized fees from merchants, nor represent that any Company fee is required unless the Company has expressly approved the fee and disclosure.
16. Partner Representations and Warranties
Partner represents and warrants that: (a) Partner has full legal authority to enter into and perform this Agreement; (b) all registration information is true, complete, and current; (c) no existing agreement prohibits or materially restricts Partner's lawful performance hereunder; (d) Partner will maintain any licenses or registrations legally required in Partner's jurisdiction; (e) Partner will use only lawful and truthful communications; and (f) Partner will not misuse Company Systems or Company data.
Partner further represents that Partner is not relying on any promise of employment, guaranteed income, guaranteed territory, or guaranteed hierarchy position.
17. Audit, Records, and Cooperation
Partner shall maintain accurate records reasonably sufficient to demonstrate compliance with this Agreement and applicable law, including marketing records, consents where required, merchant communications, and any materials used to promote Company products.
Upon reasonable request, Partner shall cooperate with Company investigations, provider audits, commission reconciliations, merchant complaints, fraud reviews, compliance reviews, and litigation or arbitration defense needs.
18. Term; Suspension; Termination
This Agreement begins upon electronic acceptance and continues until terminated under this Section.
Either party may terminate this Agreement for convenience upon written notice, unless a longer or shorter notice rule is stated in an incorporated schedule.
The Company may suspend Partner immediately and without prior notice while investigating suspected fraud, compliance risk, data misuse, merchant harm, earnings-claim issues, poaching, non-circumvention issues, or any other material issue.
The Company may terminate immediately for cause, including material breach, falsified submissions, fraud, unlawful marketing, unauthorized fee collection, data misuse, poaching, non-circumvention, unapproved product statements, or any conduct that materially damages the Company's business, brand, provider relationships, or legal position.
19. Effect of Termination; Access; Final Compensation; Survival
Upon suspension or termination, the Company may immediately revoke all access to Company Systems, deactivate portals, freeze account visibility, disable referral links, and retrieve or disable Company-owned data or materials.
Pending unfunded commissions are forfeited automatically. Personal commissions on already-funded deals remain subject to clawback, reserve, reconciliation, offset, and all other Company rights under this Agreement.
Future management spreads, overrides, parity benefits, roll-up rights, generation floors, Merchant Services Bounties on future activity, and all future team-based economics cease immediately upon termination unless the Company expressly states otherwise in writing.
Sections relating to confidentiality, trade secrets, intellectual property, non-solicitation, non-circumvention, indemnity, arbitration, limitation of liability, records, data ownership, and any accrued payment or clawback obligations survive termination.
20. Non-Solicitation; Non-Raiding; Non-Interference; Limited Restrictive Covenants
During the term of this Agreement and for twelve (12) months after termination, Partner shall not directly or indirectly solicit, induce, encourage, or attempt to move any Company employee, contractor, partner, sales agent, direct referral, or other sales-organization participant away from the Company or into a competing business funding, merchant-services, direct-sales, referral, or network-marketing platform.
During the term and for twelve (12) months after termination, Partner shall not solicit any Company client, merchant, prospect, or lead with whom Partner had material contact through the Company for competing financing, referral, or processing services, except with the Company's prior written consent.
The parties agree these covenants are intended to protect legitimate business interests including trade secrets, confidential information, substantial relationships with customers and prospective customers, goodwill associated with the Company's business, and the stability and integrity of the Company's sales organization.
21. Non-Disparagement
During the term of this Agreement and after termination, Partner shall not knowingly make false or misleading statements, or recklessly make damaging statements, about the Company, its owners, leadership, products, providers, processors, staff, or sales organization in a manner likely to cause material reputational or business harm.
This section does not prohibit truthful testimony compelled by law, truthful statements to regulators as required by law, or protected rights that cannot lawfully be waived.
22. Indemnification
Partner shall indemnify, defend, and hold harmless the Company, its affiliates, owners, officers, directors, managers, employees, agents, and approved providers against any claims, losses, liabilities, damages, fines, penalties, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Partner's breach of this Agreement; (b) Partner's negligence, fraud, willful misconduct, or unlawful acts; (c) any unapproved or inaccurate representation to a merchant, prospect, or team member; (d) Partner's marketing, privacy, call/text/email, or disclosure-law violations; (e) data misuse, non-circumvention, or misappropriation of Confidential Information; or (f) tax or worker-classification claims based on Partner's conduct.
23. Limitation of Liability
To the maximum extent permitted by law, the Company shall not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for lost profits, anticipated overrides, lost team economics, lost opportunities, provider decisions, portal downtime, withdrawn offers, changes in market conditions, or rank-related expectations.
Except for amounts indisputably earned and unpaid after proper reconciliation, the Company's aggregate liability under this Agreement shall not exceed the amount of personal commissions actually paid to Partner in the three (3) calendar months immediately preceding the event giving rise to the claim.
24. Amendments; Policy Changes; Portal Notices
The Company may revise compensation schedules, product rules, rank titles, rank percentages, activity standards, marketing rules, portal terms, and other operational policies prospectively upon at least thirty (30) days' written or portal notice, unless a shorter emergency compliance update is reasonably required by law, provider mandate, or immediate business risk.
Continued participation in Company Systems or continued submission of Company business after the effective date of a validly issued policy update constitutes acceptance of the revised policy to the extent permitted by law.
No oral statement alters this Agreement. Any individualized exception must be in a writing signed by an authorized Company representative.
25. Electronic Signature; Evidence Vault; Digital Records
Partner acknowledges and agrees that checking acceptance boxes, clicking "I Agree," "Submit," or similar assent mechanisms, and completing the registration flow constitutes a legally binding electronic signature and record under the federal E-SIGN Act and applicable UETA principles as adopted in Texas.
The Company may record and retain IP address, timestamp, user agent, device information, agreement version, required affirmation checkboxes, portal activity, emails, and related digital records as evidence of acceptance, assent, and compliance.
Partner consents to electronic delivery of notices, schedules, policy updates, statements, and disclosures through email, portal posting, or other Company-designated electronic means. Unless the Company designates a different notice address in writing, the Company's mailing and notice address for formal written notices is 3000 Wilcrest Dr., Houston, TX 77042.
26. Dispute Resolution; Arbitration; Class Action Waiver
Before filing arbitration, the parties shall attempt good-faith negotiation for at least thirty (30) days after written notice of dispute, unless injunctive relief is reasonably necessary sooner.
Except for requests for temporary, preliminary, or permanent injunctive or equitable relief relating to confidentiality, trade secrets, intellectual property, non-solicitation, non-circumvention, or misuse of Company Systems, any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration administered under the AAA Commercial Rules in Harris County, Texas.
Partner and the Company agree to bring claims only in their individual capacities and not as plaintiffs or class members in any purported class, collective, coordinated, representative, or private-attorney-general-style proceeding to the extent such waiver is enforceable.
27. Governing Law; Venue; Miscellaneous
This Agreement is governed by the laws of the State of Texas, without regard to conflict-of-laws principles, except where federal law preempts or controls.
For any matter properly brought in court, exclusive venue shall lie in the state or federal courts located in Harris County, Texas, and each party consents to personal jurisdiction there.
If any provision is held unenforceable, it shall be reformed if legally permissible to the minimum extent necessary to make it enforceable, or otherwise severed without affecting the remainder.
This Agreement, including all incorporated exhibits and validly adopted future policy updates under Section 24, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes prior discussions, portal summaries, offer letters, or understandings on the same subject.
Exhibit A — Rank Ladder and Compensation Schedule
The Company maintains five (5) career levels: Funding Officer, Senior Funding Officer, Managing Director, Principal Partner, and Executive Board Member. Each level carries a corresponding personal commission rate and, for qualifying levels, a management spread entitlement. Specific commission rates, management spread percentages, and level-qualification criteria are confidential business information, communicated to Partners exclusively through secured Company Systems and subject to revision under Section 24. Nothing in this Exhibit creates a vested right to any particular rate, spread, or override structure.
Merchant Services compensation is a one-time non-residual bounty. Amount, boarded-account conditions, and disqualification rules are set by the Company and may be revised prospectively under Section 24.
Exhibit B — Product, Marketing, and Communication Rules
Use only Company-approved product names, scripts, disclosures, forms, and marketing content. Do not describe products using unapproved labels, and do not make any statement inconsistent with Company disclosures or applicable law. Do not make funding guarantees, pricing guarantees, approval guarantees, or unapproved timelines. Do not make earnings claims, passive-income claims, or lifestyle claims unless expressly authorized with required disclosures. Do not charge unauthorized fees or collect side payments from merchants. Do not use Company-branded social media, websites, or messaging channels to promote unrelated competing opportunities.
Exhibit C — Activity, Inactivity, and Team-Management Rules
Dual Activity Standard (Effective Immediately): To maintain Active Status, Partner must meet both of the following during each rolling 30-calendar-day period: (1) close and fund at least one (1) personally funded deal through Company Systems; and (2) onboard and register at least one (1) new team member through the Company's approved registration process. Failure to meet either requirement for any 30-day period automatically suspends management spreads, parity benefits, and all team-based compensation for that period.
90-Day Inactivity Termination: If Partner fails to close at least one (1) personally funded deal for ninety (90) consecutive calendar days, this Agreement terminates automatically. Intervention checkpoints may be issued at 30, 60, and 75 days as a courtesy, but are not required before enforcement of the 90-day standard.
Upon inactivity termination or termination for cause, team placement, roll-up, compression, and reassignment of directly sponsored team members occur in the Company's sole and good-faith business judgment.