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., Suite 300, Houston, TX 77042
Company contact and notice details:
Legal name: Wallvestment Capital LLC
Houston office and formal notice address: 3000 Wilcrest Dr., Suite 300, Houston, TX 77042
New York office: 30 Wall Street, New York, NY 10005
Phone: (855) 677-8585
Email for general inquiries and written partner notices: info@wallvestmentcapital.com
Website: wallvestmentcapital.com
1. Parties Effective Date and Agreement Structure
This Master Independent Sales Partner Agreement (Agreement) is between Wallvestment Capital LLC, a limited liability company at 3000 Wilcrest Dr., Suite 300, Houston, TX 77042 (Company), and the individual or entity identified in the electronic acceptance record (Partner). Partner represents that the accepting individual is at least eighteen, has capacity to contract and, if acting for an entity, has authority to bind that entity. An entity signature does not create a separate personal guaranty. Application and acceptance do not themselves confer admission, a license, product authority or entitlement to payment. Authorization begins only after recorded Company approval and satisfaction of applicable conditions.
This Agreement includes Exhibits A through H and the exact approved product or compensation addenda delivered and accepted under Section 24. Mandatory law controls. An expressly identified, signed product or state rider controls a specific conflict within its scope; the remainder of this Agreement controls over general portal summaries and informal communications. An addendum cannot silently reduce compensation already earned, authorize prohibited activity or waive a right that cannot lawfully be waived. The Company will retain the accepted text, exhibits, version, assent evidence and effective date. Prior accepted versions and accrued rights remain preserved.
2. Definitions
"Active Status" means the status required to remain eligible for management spreads, team overrides, 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 follow the standard career-tier schedule in Exhibit A, the approved earning tier effective for the funding event, and any documented contract-specific commission terms. Qualification volume, commissionable basis, and payment eligibility are separate concepts. Schedule amendments apply prospectively under Section 24; a later promotion does not reprice earlier funded transactions.
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. Conditional Compensation Clawbacks Reserves and Offsets
Initial commission credits are conditional. The standard merchant-performance window is thirty calendar days from actual disbursement for Business Funding Solutions, or actual activation for Merchant Services. During that period, default, rescission, reversal, fraudulent or falsified funding, material merchant breach or failure of applicable boarding conditions makes the related personal and management compensation unearned and recoverable. A funded label, projected payment date or dashboard credit alone is not evidence of payment or completion of the earning conditions. The applicable transaction must be identified in the commission ledger.
An otherwise earned amount becomes payable under the governing accepted schedule after the performance window, required reconciliation and any documented applicable provider-receipt or release conditions. Any condition beyond the standard thirty-day window, including provider-payment dependency, a longer product-specific chargeback period or reserve methodology, must be stated in the applicable accepted schedule or addendum; it cannot be imposed retroactively by an informal portal message. Fraud, duplicate payment, calculation error and legally recoverable actual loss remain subject to correction and the remedies otherwise available under this Agreement and law. These are not an unlimited new right to claw back a valid commission for an unrelated merchant event after the agreed window.
The Company may hold a reasonable, documented reserve connected to an identified probable reversal, unresolved compliance concern or provider hold, and may offset established unearned credits, duplicate payments, documented provider reversals, agreed split corrections and other legally due obligations. The Company will provide an itemized reason, amount and affected transaction, review a continuing hold at least monthly, and release amounts when the basis ends. No arbitrary penalty, blanket forfeiture, double recovery or unrelated speculative loss may be deducted. Undisputed earned amounts remain payable under the governing schedule. Partner may dispute an adjustment under Exhibit F.
If a properly supported repayment obligation exceeds available lawful offsets, Partner must repay the undisputed balance within five business days after written demand identifying its basis; a timely good-faith dispute will be reviewed without extinguishing either party’s legal remedies. This Agreement does not itself authorize a debit to Partner’s or any merchant’s bank account. Any debit requires a separate valid authorization and compliance with applicable banking, payment-network and other legal requirements. Disbursement to a verified payment account and a completed payment reference, rather than an administrator’s intention or a pending transfer, establish payment.
9. Mandatory Certification Within Thirty Days of Approval
Partner must complete the required training and pass the official Wallvestment Capital Certification Exam within thirty calendar days of the Company’s recorded admission approval date (Certification Deadline). The passing score is 100%. Waiting for admission review does not consume that period. Company-provided training, study materials and certification are sponsored without a training or certification fee for qualified, admitted candidates. A referral does not replace required verification, applicable screening authorization, final admission approval or exam standards.
Certification confirms completion of the Company’s required assessment for the authorized role. It does not confer an accredited degree, external professional qualification, government license, employment relationship or entitlement to earnings. It has the stated current validity and may require renewal or updated product training under the documented program. The Company may restrict an uncertified person’s authority and access to protect clients and program standards.
Failure to obtain certification by the deadline results in permanent account deactivation and revocation of portal access and referral-link authority under the certification policy, while previously earned compensation remains preserved. No discretionary extension or new attempt after deactivation is promised. Before applying this consequence, the Company must verify the approval date, required notices, exam availability and recorded result, correct a demonstrable administrative or system error, and honor any legally required accommodation or non-waivable right. These safeguards do not waive the certification standard. Certification action is separate from the production review and recovery process in Section 9A.
9A. Combined Production; Career Advancement; Review and Recovery
Combined 90-day production policy (V3.0): Advancement is based on verified personal funding plus unique verified funding across the Partner's entire actively managed organization during the most recent 90 days. Senior Funding Officer requires $500,000; Managing Director $1,500,000; Principal Partner $3,000,000; Executive Partner $5,000,000. Funding Officer requires admission and certification. There are no recruiting, direct-report, ranked-leg, or fixed personal-deal-count requirements.
Leadership production review targets are 70% of the corresponding promotion thresholds. Below-target production prompts a documented review with thirty (30) days to recover. Any tier change requires administrator approval and a prospective effective date. Production shortfalls alone do not automatically terminate this Agreement, transfer an organization, or forfeit already-earned commissions. The same standards apply to Executive Partner.
Certification, verification, professional conduct, and accurate records remain required. Commissions use the approved earning tier and eligible deal basis; new rates do not reprice earlier funding. New recruiting/rank-based bonuses are retired. Other payment, reversal, and compliance conditions remain subject to the applicable agreement. Historical agreements and accrued rights are preserved; this version applies to new acceptances and documented prospective transitions.
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. Production below a review target alone is governed by Section 9A and Exhibit C; it does not itself cause automatic termination or team transfer.
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.
Confidential Information excludes information Partner can demonstrate was lawfully known without restriction before disclosure, becomes public without breach, is independently developed without use of protected information, or is lawfully received from a source permitted to disclose it. A legally required disclosure must be limited to what is required and, where lawful and not a protected report, preceded by reasonable notice to allow protective relief. Section 39 controls protected disclosures and statutory immunity. Publicly published standard rates do not become secret merely because the definition refers generally to compensation schedules.
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.
Partner retains documented pre-existing materials and general know-how created independently of Company Confidential Information. Any commissioned work-product assignment, incorporation of Partner-owned materials or software development requires an appropriate signed scope or rider, including any license needed for Company use. No use of Company marks grants ownership, permits confusing domains or social handles, or authorizes trademark keyword bidding, fabricated staff identities or endorsement beyond the approved relationship. Company-approved professional display names must remain linked to the verified individual in internal records.
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 Suspension or Termination and Final Compensation
The Company may revoke credentials and referral links, stop marketing authority, secure Company records and transfer client service when suspension or termination requires it. Partner must stop presenting as authorized, preserve evidence and complete Exhibit H. Account suspension does not by itself reverse a valid completed payment, erase a ledger balance or forfeit previously earned compensation.
A pending unfunded opportunity does not itself create an earned commission. Its treatment follows the accepted schedule and any documented transition or product-specific tail arrangement, subject to mandatory law. Future conditional management compensation ceases when the applicable eligibility condition ends, without repricing prior funding events or forfeiting earned amounts. Documented earning, release, reserve and reversal conditions continue for transactions funded before termination. The Company will provide an itemized closing reconciliation and a way to receive statements and raise payment issues after portal access ends. No perpetual residual, renewal ownership, transferable team asset or compensation for later transactions is implied.
Confidentiality, lawful limited restrictive covenants, intellectual property, records, data return, investigation cooperation, indemnification, dispute provisions and accrued payment or repayment obligations survive only to the extent their nature or stated duration requires and applicable law permits. Production review safeguards in Section 9A and Exhibit C are not displaced by administrative restructuring or termination language.
20. Limited Protection of Business Relationships
To the extent permitted by the mandatory law applicable to Partner, during the relationship and for twelve months after it ends Partner shall not misuse Company Confidential Information or deliberately solicit a Company merchant or active prospect with whom Partner had material business contact through the Company in the preceding twelve months, for the purpose of diverting the particular competing financing or processing relationship. The restriction applies only to relationships actually developed or serviced through Company access and to the competitive activities in which Partner participated; it is not a prohibition on working in the industry, using general skill or serving the public.
During the same period, and only where enforceable, Partner shall not use Company Confidential Information to target a Company employee or independent partner with whom Partner materially worked in the preceding twelve months for the purpose of causing a breach of an existing obligation or coordinated diversion of Company business. General advertisements, unsolicited approaches, protected collective activity, lawful hiring without misuse of confidential information, and relationships independently established and documented before Company access are excluded. No restriction binds someone who has not accepted it or permits an unlawful no-poach arrangement.
A mandatory jurisdiction-specific rider may narrow or disapply these restrictions. The parties intend only the minimum restriction reasonably necessary to protect legitimate confidential information and goodwill. Company-originated opportunity protections in Section 11 are subject to these same mandatory-law and scope limits. No automatic extension, fixed damages penalty or forfeiture of earned commissions follows an allegation. The Company may seek relief supported by evidence and available under applicable law.
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 and Claim Procedure
To the extent permitted by law, Partner shall indemnify and defend the Company, its affiliates, managers, officers, employees and approved providers against third-party claims and reasonable documented losses to the extent caused by Partner’s breach, negligent or unlawful conduct, fraud, willful misconduct, unauthorized representations, infringement, improper fees, unlawful marketing, data misuse or conduct of an authorized subcontractor for whom Partner is responsible. Reasonable investigation, remediation, defense and settlement costs may be included; fines or penalties are included only where legally indemnifiable. A disputed allegation alone is not an established debt or automatic offset.
Indemnity does not shift a protected party’s own fraud, willful misconduct, gross negligence, non-waivable statutory duty or loss to the extent caused by that party rather than Partner. Contractor classification, tax withholding and statutory employment rights are determined by applicable law and actual conduct; this clause does not make Partner guarantee the Company’s own classification decisions.
The protected party must give prompt claim notice, preserve relevant evidence and reasonably cooperate. A notice delay reduces the duty only to the extent it materially prejudices the defense. Defense counsel must be qualified and reasonably acceptable. The Company may control a regulatory matter, material conflict or claim directly affecting its authorization, security or ongoing operations, with reasonable recoverable costs allocated according to responsibility. Neither party may settle for the other’s admission, nonmonetary obligation, unreleased liability or payment without that party’s written consent, which must not be unreasonably withheld. If Partner fails promptly to undertake a required defense, the Company may reasonably defend and seek recoverable costs. No provision prevents either party from consulting counsel or communicating with regulators.
23. Disclaimers and Limits of Liability
Subject to mandatory law, Company platforms, leads, training and third-party integrations are supplied as available without a warranty of uninterrupted operation, a particular conversion rate, perfect data accuracy or fitness for Partner’s separate business purpose. Providers control their own underwriting and contractual decisions. Partner must verify actual approved offers and material automated outputs. This does not excuse the Company’s express payment obligations, reasonable security commitments or duties that law does not allow it to disclaim.
To the maximum extent permitted by law, the Company is not liable for indirect, consequential, special, exemplary or punitive damages, or speculative lost future profits, anticipated team economics or opportunities. Except for the carve-outs below, aggregate Company liability arising from this Agreement shall not exceed personal commissions actually paid to Partner in the three calendar months immediately before the event giving rise to the claim.
Neither the cap nor the damage exclusion limits earned unpaid compensation, a required refund or reconciliation, fraud, willful misconduct, gross negligence or liability that applicable law prohibits limiting. An accrued payment is not converted into excluded lost profit by relabeling it. Courts and arbitrators retain authority to apply non-waivable remedies. Nothing makes the Company an insurer of Partner’s unrelated operations or guarantees third-party performance.
24. Prospective Changes and Documented Acceptance
The Company may prospectively change approved products, providers, compensation schedules, operational rules and training standards on at least thirty days’ written notice delivered to Partner’s designated email and made available in the portal. The notice must identify the changed terms, effective date and accessible text. Existing contracts, earned compensation and prior funding-event snapshots are not repriced. A new product requires Exhibit E approval regardless of a general program notice.
A shorter restriction, suspension or compliance instruction may take immediate effect where reasonably necessary for law, a provider mandate, active security risk or material fraud. The Company will record its reason and notify affected partners promptly where lawful. An emergency notice cannot create an undisclosed fee, backdated commission reduction or waiver of a mandatory right.
Material changes to arbitration, restrictive covenants, indemnity, payment earning conditions, liability caps or other substantive legal rights require a new affirmative electronic acceptance or signed amendment and any legally required notice. Continued use alone is insufficient for those changes under this Agreement. Other operational updates may be accepted through continued authorized participation after adequate notice only where lawful. No oral promise changes these terms. Individual exceptions require an authorized signed writing.
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, statements and disclosures to Partner’s verified email and through Company Systems, subject to Section 24 and applicable law. Partner must keep current contact details and promptly report delivery problems. Formal notices to the Company may be sent to info@wallvestmentcapital.com and to Wallvestment Capital LLC, Attention Partner Administration, 3000 Wilcrest Dr., Suite 300, Houston, TX 77042. Urgent incidents may also be reported at (855) 677-8585. A telephone call does not replace required written notice. A contractual notice does not substitute for formal service of legal process, and protected regulator reports do not require Company notice or permission. The Company will provide an accepted agreement copy through authenticated access; Partner may save or print the current terms before acceptance. Mandatory delivery, assent, retention and other non-waivable rights remain controlling.
26. Disputes Arbitration and Preserved Rights
The parties will first attempt good-faith resolution for thirty days after a written dispute notice identifying the issue and requested relief. This period does not prevent a timely filing needed to preserve a claim, emergency relief, a regulator report or legally protected activity. A complaint or commission inquiry may be submitted without first starting arbitration.
Except for claims that mandatory law excludes, either party’s eligible small-claims action, and temporary court relief needed to protect confidential information, intellectual property, data or relationships pending a merits decision, disputes arising from this Agreement will be resolved by a single neutral arbitrator administered by the American Arbitration Association. The Federal Arbitration Act governs arbitration where applicable. The AAA Commercial Rules apply unless law or AAA’s mandatory classification requires employment or consumer rules and their protections. Harris County, Texas is the default hearing location, subject to mandatory local rights, applicable administrator rules, or an agreed remote hearing. The Company shall bear any administrator or arbitrator costs it must bear under applicable law or required administrator rules; no contractual charge may prevent a non-waivable claim.
The parties intend individual proceedings and waive class or collective proceedings only to the extent enforceable. No waiver covers protected government enforcement, legally non-waivable representative rights, or a claim that applicable federal or state law allows a claimant to elect to bring in court. A court decides enforceability of this arbitration agreement and any class waiver. An unenforceable class waiver does not authorize class arbitration without both parties’ express written agreement. An arbitrator may award the remedies the governing law permits and must issue a reasoned written award. This clause does not waive mandatory substantive rights, prohibit counsel or restrict lawful regulator communications.
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.
No omission or delay in enforcement waives another breach. A waiver must identify its scope in an authorized writing. Force majeure excuses only the affected performance while a cause beyond reasonable control continues, requires prompt notice and reasonable mitigation, and does not cancel accrued payment, confidentiality, security or legal duties that can still be performed. The Company may use lawful successors and approved service providers; no other person becomes a beneficiary merely by being mentioned, except an expressly protected indemnified party to the extent lawful. Required Company or provider approvals cannot be inferred from silence.
28. Continuing Eligibility Licensing and Disclosures
Partner shall provide accurate identity, entity, tax, location and payment information; disclose actual authority, conflicts, applicable licensing or registration restrictions and material disciplinary matters relevant to the authorized role; and promptly report changes. The Company may verify relevant information lawfully and require a role-appropriate approval or renewal. Third-party background or consumer reports require the separate notices, authorizations and decision procedures that apply to the actual relationship. This Agreement is not a standalone background-report authorization. A referral may streamline preliminary qualification but cannot waive required screening, legal eligibility, final admission or certification.
Before marketing into a jurisdiction or participating in a regulated product, Partner must obtain the Company’s recorded authorization and any license, registration, sponsorship or provider approval required for that role. Company certification and titles such as Funding Officer do not confer a government credential or authority to call oneself a licensed mortgage loan originator, investment adviser, securities broker, insurer or lender. Product names and contractor labels do not determine regulatory treatment. The Company may suspend an affected activity while eligibility is verified without recharacterizing past lawful earnings.
29. Client Authority Fair Dealing and Conflicts
Partner must confirm that a submitting individual is authorized to act for the business and to provide the information involved. Obtain and retain required permission to collect, disclose, verify or submit information and to request any permitted credit report, through the approved workflow. Do not sign for a client, fabricate an electronic assent, conceal material liabilities, coach a false business purpose, encourage a covenant breach or portray an application as a completed approval.
Communicate the actual provider, product, net proceeds, charges, repayment or purchased-receivable obligations, reconciliation rights and material conditions accurately using approved disclosures. Do not substitute a factor for an APR, describe every transaction as a loan or non-loan regardless of its substance, or suppress required disclosures to protect a commission. Apply lawful, consistent service standards; do not discriminate or steer on a prohibited basis. Underwriting, adverse-action notices and legal classification remain assigned to the legally responsible party through the approved workflow.
Disclose to the Company any ownership, family, employment, financial or other material interest in an applicant, provider, competing broker or proposed transaction. No self-dealing, concealed duplicate claim, split commission, client rebate, gift, public-official payment or referral incentive is permitted without approval and legal review where required. Partner shall not act as the client’s fiduciary or give legal, tax or investment advice under Company authority. A disclaimer does not authorize conduct that requires a license or creates a duty under applicable law.
30. Marketing Consent and Communication Evidence
Only approved campaigns, scripts, sender identities, domains, calling numbers, channels and lead sources may be used for Company business. Before outreach, Partner must satisfy the consent, do-not-call, suppression, calling-hour, disclosure and recording requirements applicable to the method, recipient and jurisdiction. A UCC filing, public listing, purchased lead or business phone number does not itself prove permission for every call, text, recording or email. Purchased consent must be traceable to the actual disclosure, recipient, channel, purpose, date and source and must cover the contemplated activity under current law.
Use approved tools to preserve the consent text as presented, affirmative assent where required, source, timestamp, relevant technical evidence, campaign and sender identification, transmission and opt-out events. Honor withdrawal and suppression under Company policy and applicable deadlines, and route an opt-out received outside the normal tool to the approved suppression process immediately. Company policy may apply a broader stop-contact rule than a legal minimum. Do not resell a suppression record, evade it with a new account, disguise caller identity or assume B2B outreach is exempt from deception or anti-spam rules.
Robocalls, prerecorded or artificial voices, mass texts, ringless voicemail, call recording, AI voice cloning and automated outreach need separate prior written campaign approval. All required disclosures and lawful consent must precede use. The Company may stop a campaign immediately. An agent’s promise to indemnify the Company does not replace Company oversight or eliminate responsibility that law assigns to the Company.
31. Testimonials Recruiting and Company Certification
Do not publish invented reviews, misleading before-and-after claims, fabricated client results, undisclosed paid endorsements, false engagement or fake personas presented as real clients or staff. Use a client’s identity, image, voice or transaction story only with the approved release and necessary privacy permission. Disclose material compensation or affiliation clearly where required. A permitted professional display name must remain traceable to a verified person and cannot be used to invent a credential or testimonial.
Partner may invite suitable applicants through approved recruitment material but has no authority to admit, certify, waive legal checks, promise promotion or collect an admission, training or recruiting fee. Company-provided training and certification are sponsored without a training or certification charge for qualified admitted candidates. They are Company credentials, not an accredited finance degree, government license, job placement promise or earnings guarantee. External costs, if any, must be disclosed and separately approved; no purchase or recruitment headcount is a condition of the approved combined-production tier policy.
Do not claim that other training programs normally cost $25,000 to $100,000, that this opportunity will replace a salary, or that a calculator demonstrates typical results without current substantiation and written approval. Team compensation arises from qualifying external funded business and actual eligible services, never from buying a position or enrolling a participant. Training examples must be clearly hypothetical and accompanied by approved context; disclaimers do not cure a misleading overall impression.
32. Information Security and Limited Data Use
Process client and Company information only for the authorized transaction and documented purpose, with minimum necessary access. Follow applicable privacy law, notices, consent, Company instructions and any required data-processing rider. Neither ownership of a CRM record nor a confidentiality clause eliminates an individual’s legal rights. Do not sell, independently monetize, reuse for competing prospecting or disclose data to an unapproved provider. Use only approved secure upload and communication channels; do not request bank login passwords, one-time access codes or unnecessary sensitive identifiers.
Use unique credentials, multifactor authentication where available or required, current supported software, device locking, encryption and reasonable malware protection. Do not share accounts, disable logs, bypass access controls or store sensitive records in personal email, uncontrolled messaging, removable media or an unapproved cloud. No full payment-card data or prohibited authentication data may be collected unless a separately approved, properly scoped payment workflow authorizes it and applicable standards are met. Do not create a new card-data or funds-custody environment through informal sales activity.
Before permitting a tool or third party to receive data, obtain documented Company approval, appropriate confidentiality and data terms, access limits and applicable security review. A privacy request, regulator inquiry, subpoena or correction request must be escalated promptly; Partner may not promise deletion or disclosure that conflicts with a legal hold. The Company will assign lawful retention and response responsibilities. Security requirements apply to authorized personnel and devices without granting unrestricted access to unrelated personal records.
33. Security Incidents Complaints and Escalation
Report suspected unauthorized access, credential compromise, lost device, fraudulent payment instruction, misdirected disclosure or other material data incident immediately after discovery and in all events within twenty-four hours. Report a complaint, threatened claim, regulator contact, suspected unauthorized fee or serious conduct issue within one business day, and sooner if immediate harm is possible. These are contractual internal reporting limits, not substitutes for any shorter legal or provider deadline. Do not wait for full confirmation or conceal an incident because no loss is yet known.
Stop the affected activity safely, secure access, preserve logs and original records, and cooperate with the Company’s incident lead, counsel and providers. Supply available facts, affected records, time of discovery, containment steps and updates without speculation or destruction of evidence. Do not admit liability, promise reimbursement or notify third parties on the Company’s behalf without authorization, except where an independent legal duty requires it or a protected regulator communication is involved. Each party remains responsible for notices and duties legally assigned to it; coordination cannot unlawfully delay them.
Do not retaliate against a good-faith report or pressure a merchant to withdraw a complaint, leave a positive review or waive a right as a condition of ordinary service. The Company may impose a targeted protective hold, remedial training or access suspension while reviewing facts. A complaint is not itself proof of misconduct or an automatic commission forfeiture.
34. Approved Technology Artificial Intelligence and APIs
AI lead scores, document summaries, assistant messages and calculator scenarios are aids requiring verification, not approvals, legal conclusions, binding offers, certifications or promises of payment. Partner remains responsible for checking material facts against approved records and escalating uncertainty. Do not upload confidential information to a public AI tool, allow model training on Company or client data, clone a person’s identity or voice, or deploy an autonomous decision or outreach agent without specific written authorization and applicable disclosure, consent and risk review.
API, webhook, embedded finance, white-label, reseller, payment initiation, open-banking or data-aggregation access requires its own approved scope and addendum. Use separate credentials, least privilege, approved endpoints, rate limits, logs and tested duplicate controls. Do not scrape, probe, reverse engineer, circumvent controls, introduce malware or run unapproved scripts against Company systems. Access may be suspended for security or provider restrictions. No API output confers authority to move money or make a credit decision.
The Company may update or withdraw technology and correct genuine errors. A service outage does not excuse prompt incident reporting, data preservation or undisputed accrued payment duties. Partner must use approved continuity procedures and must not create an insecure workaround. New AI laws or provider conditions are assessed for the actual use case; no general AI disclosure statement substitutes for a required product-specific process.
35. Authorized Personnel and Team Accountability
Partner may not appoint a sub-ISO, reseller, co-broker, offshore operator or other person to use Company authority, receive confidential data or earn a share of Company compensation without prior recorded approval and any separate onboarding or agreement required. Approved persons receive individual access and role-appropriate training and remain subject to required licensing and provider rules. Partner is responsible for its own authorized personnel and subcontractors; a higher career tier alone does not make a leader automatically liable for every independent team member’s acts beyond the leader’s own duties or conduct.
An eligible leader must perform the management and compliance services actually required for authorized team compensation, including accurate instruction, escalation of known issues and cooperation with review. No invented recruit, ghost account, artificial split, duplicate transaction, circular placement or payment for a rank is permitted. Team restructuring decisions require an identifiable business or compliance basis and preserve the production recovery and accrued-compensation protections. The Company may require a separate organization agreement for a corporate ISO with its own personnel.
36. No Custody Financial Crime and Payment Instructions
Partner shall not receive, hold, pool, transmit, endorse, withdraw or redirect client, provider or Company funds, accept cash or cryptocurrency for Company business, or initiate a debit or lien unless a separate approved arrangement expressly authorizes the activity and all legal and provider requirements are met. Do not use a personal account, third-party wallet or altered settlement instruction. Independently verify a change in payment details through an approved trusted channel; email alone is insufficient. No Company access permits a personal guarantee or security interest to be created for a client.
Partner must comply with applicable sanctions, anti-bribery and financial-crime requirements and Company screening instructions. Do not conceal a beneficial owner, prohibited party, source of funds, prohibited business, transaction purpose or material conflict. Report suspicious facts through the approved channel; Partner is not authorized to make a suspicious-activity filing on another entity’s behalf or disclose a confidential filing. The Company and providers determine their own statutory program and reporting obligations. This clause does not assume every referral agent is independently subject to a bank’s AML program.
37. Records Verification and Proportionate Audit
Keep complete and accurate transaction, disclosure delivery, consent, campaign, training, subcontractor and compensation records in the approved system under Exhibit D. Preserve the exact offer, transmission time, signature and applicable schedule rather than a later reconstructed summary. Do not backdate a funding event, alter a signed document or delete material evidence. Legal holds suspend ordinary destruction. Retention must satisfy the applicable legal and provider period without creating unnecessary indefinite copies of sensitive data.
On reasonable notice the Company may review records and systems relevant to authorized activities, subject to confidentiality, privacy, access security and reasonable business-hour limits. Immediate targeted access may be required for active fraud, security events or a regulator or provider deadline. The review does not authorize inspection of unrelated personal content. Partner must cooperate and remedy supported deficiencies promptly. Audit costs may be recovered only as a reasonable documented loss for which this Agreement or an accepted addendum provides liability, not an automatic fine for exercising a right.
38. Insurance Business Continuity and Changes in Control
Partner bears ordinary business expenses and must maintain any insurance required by applicable law. The Company may require professional liability, cyber, crime or general liability coverage appropriate to an approved role, data access and product risk through an accepted addendum specifying limits, evidence and notice duties. No undisclosed insurance purchase, Company-affiliated vendor purchase or training charge is imposed by this general clause. Insurance does not replace compliance or increase liability beyond lawful agreed obligations.
Partner must promptly disclose a material ownership or control change, insolvency event, loss of required authorization or inability to continue servicing assigned files, to the extent lawful. No transfer of credentials, client data, contract or compensation entitlement is effective without required Company consent and provider approval. The Company may assign this Agreement to a successor acquiring the relevant business subject to existing accrued obligations and applicable privacy and notice duties. Death, incapacity or lawful dissolution does not sell a team or erase valid accrued compensation payable to a legally verified estate or successor. The parties will cooperate on an orderly service transition.
39. Protected Disclosures and Trade Secret Immunity Notice
Nothing in this Agreement restricts lawful communications with a regulator, law enforcement, a government agency or an attorney about suspected wrongdoing; participation in an investigation; protected collective activity; truthful testimony; pursuit of statutory rights; or eligibility for a legally protected whistleblower award. Prior Company approval or notice is not required for a protected report. These protections do not authorize unlawful access or an unrelated public disclosure of confidential client records.
Notice under 18 U.S.C. 1833(b): An individual, including a contractor or consultant, is immune from criminal or civil liability under federal or state trade-secret law for a trade-secret disclosure made in confidence to a federal, state or local government official, directly or indirectly, or to an attorney, solely to report or investigate a suspected violation of law; or made in a complaint or other document filed under seal in a lawsuit or proceeding. An individual bringing a retaliation claim for reporting a suspected legal violation may disclose the trade secret to the individual’s attorney and use it in the proceeding if documents containing it are filed under seal and it is not otherwise disclosed except by court order. This notice preserves the statutory conditions and does not authorize unlawful acquisition of information.
40. Future Products and Separate Regulatory Approval
The master relationship may support future approved commercial financing, equipment, receivables, merchant processing or related business services, but no product is authorized merely because a category appears here, in training or on a roadmap. Before activity begins, Exhibit E must identify the actual provider, legal product, customer type, permitted jurisdictions, Partner role, licensing, required disclosures and consent, data handling, compensation, reversals, complaints, insurance and exit arrangements. No completed approval means no marketing, submissions, promises or compensation representations for that product.
Consumer-purpose credit, residential mortgage or settlement services, securities or investor introductions, investment advice, insurance, deposit-taking, money transmission, digital assets, collections, debt settlement, credit repair, legal or tax services and government-guaranteed financing require separate legal and provider approval and any applicable license, registration, disclosure or agreement. No general referral clause authorizes a regulated fee, securities transaction-based compensation or payment for a prohibited settlement-service referral. SBA-related compensation requires the applicable current program process and disclosures. A new product’s classification, permitted activities and compensation must be evaluated independently.
The Company may pause a product or jurisdiction as laws, providers and risk change and may require renewed training and affirmative acceptance of a product rider. Product withdrawal is prospective except where law or an identified invalid transaction requires correction. No Partner is guaranteed access to every new product, a permanent rate, exclusive territory or vested right to future renewal or processing revenue.
Exhibit A — Rank Ladder and Compensation Schedule
The standard production plan has five career tiers. Higher-tier production thresholds use verified personal funding plus unique verified funding across the actively managed organization during the most recent 90 days. No recruiting quota, direct-report count, ranked-leg count, or fixed personal-deal count is required.
| Career tier | Combined verified funding over 90 days | Standard personal rate | Production review target |
|---|
| Funding Officer | Admission and certification | 3% | Certification and good standing |
| Senior Funding Officer | $500,000 | 4% | $350,000 |
| Managing Director | $1,500,000 | 6% | $1,050,000 |
| Principal Partner | $3,000,000 | 7% | $2,100,000 |
| Executive Partner | $5,000,000 | 8% | $3,500,000 |
The $500,000 Senior Funding Officer goal is a combined personal-and-team effort, not a requirement to fund $500,000 personally. A solo producer may qualify through personal verified production. Certification, required verification, good standing, documented administrator approval, and a prospective effective date remain required. Leadership production review targets are 70% of promotion thresholds; a documented review provides 30 days to recover. Executive Partner follows the same review process.
Each eligible verified funding event counts once within the relevant organization. Requested amounts, approved but unfunded offers, cancelled or defaulted funding, duplicate events, and merchant-processing turnover do not qualify. Production shortfalls alone do not automatically terminate this Agreement, transfer an organization, or forfeit earned commissions.
For a new Business Funding Solutions contract, the standard commission basis is the confirmed contract amount; for a renewal it is eligible net funding, subject to the governing agreement and documented deal-specific terms. The closer receives the approved applicable rate. An eligible upline receives only the positive additional entitlement above the highest rate already allocated below that upline, using cent-accurate cumulative rounding. Equal or lower rates create no additional spread. No compensation is payable solely for recruiting or introducing a person.
Rates and recipients are recorded for the funding event. Later tier changes do not reprice previously funded deals. Credits, earned compensation, release timing, completed payments, and clawbacks remain subject to this Agreement and the applicable documented conditions. A displayed calculator scenario or a threshold crossing is not itself promotion approval or a payment guarantee. Any approved contract-specific departure from the standard schedule must be documented and applied prospectively.
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 — Production and Team Management Policy (V3.0)
Combined 90-day production policy (V3.0): Advancement is based on verified personal funding plus unique verified funding across the Partner's entire actively managed organization during the most recent 90 days. Senior Funding Officer requires $500,000; Managing Director $1,500,000; Principal Partner $3,000,000; Executive Partner $5,000,000. Funding Officer requires admission and certification. There are no recruiting, direct-report, ranked-leg, or fixed personal-deal-count requirements.
Leadership production review targets are 70% of the corresponding promotion thresholds. Below-target production prompts a documented review with thirty (30) days to recover. Any tier change requires administrator approval and a prospective effective date. Production shortfalls alone do not automatically terminate this Agreement, transfer an organization, or forfeit already-earned commissions. The same standards apply to Executive Partner.
Certification, verification, professional conduct, and accurate records remain required. Commissions use the approved earning tier and eligible deal basis; new rates do not reprice earlier funding. New recruiting/rank-based bonuses are retired. Other payment, reversal, and compliance conditions remain subject to the applicable agreement. Historical agreements and accrued rights are preserved; this version applies to new acceptances and documented prospective transitions.
Exhibit D Operational Security Marketing and Records Schedule
Before access: Verify identity and authorized role; record admission and any required report permission separately; preserve the accepted agreement and compensation exhibit; assign individual credentials and required training. The certification clock begins at recorded admission approval. Do not treat preliminary referral screening as final clearance.
Before outreach or submission: Use an approved source, campaign, recipient and jurisdiction; verify required consent and suppression; preserve the disclosure and offer version and proof of delivery; confirm client authority and current provider checklist. Client and payment data must travel through approved secure channels. The responsible Company workflow owner must identify which party delivers legally required notices.
Retention and holds: Unless a longer legal, provider or litigation-hold period applies, retain contract and compensation audit evidence for seven years after the final transaction or relationship event; retain marketing and consent evidence for at least five years after the relevant campaign or consent is last relied upon, or longer where required. These are Company retention standards; they do not state that one statute governs every record. Suppression evidence must be maintained as needed to prevent renewed prohibited contact. Apply minimization, access restriction and lawful deletion to sensitive source documents; do not retain all raw identity documents indefinitely merely because audit metadata is retained. The Company must maintain an approved category-specific retention map.
Escalation: Suspected security or payment-instruction incident immediately and within twenty-four hours; complaint or regulatory contact within one business day, sooner where required. Use info@wallvestmentcapital.com and, for urgent incidents, call (855) 677-8585; if these channels are unavailable, notify the known authorized manager by a verified channel and preserve proof of the attempt. A protected regulator report needs no advance approval.
Exit: Immediately disable personal use of credentials and advertising; within five business days return Company records, remove unauthorized copies and deliver a deletion or limited-retention certification. Preserve legally required records and holds under restricted access; state what remains and why. The Company retains its own audit copy and supplies an appropriate final compensation record.
Exhibit E Product and Territory Authorization Addendum Form
Status: This form is a prerequisite and template, not approval of a product. Complete and approve every applicable field; mark a field not applicable with a reason. No blank field authorizes activity. Retain the approved signed version with the master agreement.
Identity and scope: Product name and legal classification; provider legal entity and Company relationship; effective date and version; customer and business-purpose restrictions; permitted states and excluded territories; authorized Partner role and named personnel; required licenses, registrations, sponsorship and provider or payment-network approval.
Client and compliance process: Approved marketing and prohibited claims; required statutory and provider disclosures; delivery and acceptance evidence; credit and data permissions; sanctions and fraud responsibilities; underwriting and notice owner; reconciliation or servicing rights; complaints and incident contacts; required training and examination.
Money and data: Commission basis, rates and eligible recipients; attribution and duplicate rules; funding or boarding definition; earning window, provider-receipt conditions if any, payout cycle, reserve methodology, reversal period, renewal or residual treatment and termination tail; client fee authority; funds-custody prohibition or separately approved authority; data roles, approved tools and subprocessors; security and retention map; insurance requirements.
Approval: Company authorized signatory, product/compliance reviewer and date; Partner affirmative acceptance and date; provider approval if required; superseded addendum and prospective transition rules; expiry or review trigger. Company review must occur before the applicable legal or provider deadline and before a material change in activity, not only at an arbitrary annual renewal.
Exhibit F Commission Administration and Dispute Schedule
Attribution: The approved CRM submission, client authorization, actual work and any pre-existing Company relationship determine attribution under the applicable schedule. A referral link is evidence, not conclusive ownership. Report duplicates and proposed co-broker splits before funding. No undisclosed split, double counting, related-party manipulation or post-funding reassignment may inflate compensation. A written determination must explain a contested attribution; a genuine system error may be corrected with evidence.
Ledger: Preserve the verified funding event, gross contract amount, eligible renewal net amount, governing schedule and contract version, approved earning tier and rates, recipients, high-water differential calculation, cent rounding, earning date, any hold and its basis, due date under the accepted payout schedule, completed payment reference and later adjustments. New contracts use the confirmed contract amount and renewals use eligible net funding under Exhibit A and documented deal-specific terms. Qualification volume is recorded separately from commission basis.
Payment cycle: For standard Business Funding Solutions transactions, the scheduled release date is thirty calendar days after verified funding, unless the governing accepted product or transaction terms specify a different lawful schedule. The applicable commission statement must identify the due date, any bank-holiday handling and an itemized reason for a permitted hold. Payment remains subject to the earning and release conditions in Section 8, required payee verification and valid payment instructions; bank settlement time is distinct from a release date. Any later provider-receipt or product-specific condition must be disclosed in the applicable accepted schedule before it is relied upon. The Company will pay undisputed earned amounts under that schedule and any mandatory deadline, review holds as required by Section 8 and avoid indefinite delay once the stated basis ends. Failed transfers require correction and retry, do not count as completed payment and do not forfeit the underlying earned amount.
Reconciliation: Partner should identify a statement error within sixty days after a statement is made available, with deal identifiers and supporting facts. The Company should acknowledge within five business days and provide a reasoned response or status within thirty days. These administrative response targets do not extend an existing payment due date. The review period does not shorten a mandatory limitation period, extinguish a valid earned commission, excuse fraud or prohibit a later evidenced correction. Pay undisputed portions when due and maintain adjustment history.
No payment promise from examples: At a $100,000 eligible basis, a 3% closer receives $3,000, a qualified 4% upline receives $1,000 additional entitlement, a 6% upline $2,000, a 7% upline $1,000 and an 8% upline $1,000, totaling $8,000 before applicable conditions. If an intervening rate is lower than the highest rate already allocated, its additional spread is zero; the high-water baseline does not reset. This illustrates the standard ladder, not typical income or the Company’s margin on a provider contract. A deal-specific approved schedule and actual earning conditions remain controlling.
Exhibit G Mandatory Law and Jurisdiction Riders
The Company must maintain an approved jurisdiction matrix before onboarding or assigning activity in a state. A Texas choice-of-law or venue clause does not eliminate another jurisdiction’s non-waivable requirements. A rider must address any required commercial-financing provider or broker registration, disclosures, fee limits or restrictions, local sales-representative payment rules, privacy, marketing, screening, contractor status, restrictive covenants, dispute rights and recordkeeping.
No clause requires unlawful discrimination, bars a protected report, waives an unwaivable payment or employment right, authorizes an unlawful referral fee or imposes a restrictive covenant where mandatory law prohibits it. Apply a narrower lawful construction where permitted; otherwise sever only the invalid provision. If a regulator, court or provider requires a change, suspend the affected activity and use the documented amendment process. Partner must not assume that an online disclosure or a different product label cures a licensing defect.
Exhibit H Offboarding and Continuity Record
Record the reason and effective date; separate a production recovery review from a compliance or certification action; identify funded transactions, conditional credits, holds, earned unpaid balances and any specifically agreed pipeline tail. Preserve prior acceptance and funding-event evidence. Termination does not by itself rewrite a historical commission allocation.
Transfer pending client service and complaints to an authorized person without disclosing unnecessary data. Revoke credentials, tokens, phone access, links, domains and branding authority; return property and preserve legal holds. Record any authorized retained data, its legal reason, access limits and deletion date. Provide a verified channel for final statements and disputes after account access ends.
Obtain Partner’s return or deletion confirmation, list unresolved matters, identify responsible owners and retain the final reconciliation and completed payment references. Where Partner is unavailable, document reasonable protective steps. A signed offboarding checklist is evidence of the actions listed and is not a release of unknown rights unless a separate lawful release is knowingly executed.