Partner Program Terms of Service

1. Agreement to Terms

These Partner Program Terms of Service ("Partner Terms") constitute a legally binding agreement between you, whether personally or on behalf of an entity ("Partner", "you", or "your"), and Lead Magic Corporation ("LeadMagic", "Company", "we", "us", or "our"), a company registered in Massachusetts, United States, concerning your participation in the LeadMagic Partner Program ("Program") and your use of the Partner Portal.

These Partner Terms are supplemental to and incorporate by reference LeadMagic's general Terms of Service and Privacy Policy. In the event of a conflict between these Partner Terms and the general Terms of Service, these Partner Terms shall control with respect to your participation in the Program.

BY SUBMITTING A PARTNER APPLICATION OR ACCESSING THE PARTNER PORTAL, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE PARTNER TERMS IN THEIR ENTIRETY. IF YOU DO NOT AGREE, DO NOT SUBMIT AN APPLICATION OR USE THE PARTNER PORTAL.

2. Program Overview

The LeadMagic Partner Program enables approved agencies, consultancies, and service providers to refer clients to LeadMagic and recommend LeadMagic data enrichment services as part of their client engagements. The Program provides access to partner-specific resources, co-marketing materials, dedicated support, and commission-based compensation for qualified referrals. Participation is subject to application, approval, and ongoing compliance with these Partner Terms, all at LeadMagic's sole discretion.

The Partner Program does not grant Partners the right to resell, redistribute, sublicense, or white-label LeadMagic data or services. Reselling of LeadMagic data or services requires a separate, written reseller agreement with LeadMagic. Contact legal@leadmagic.io for reseller inquiries.

3. Eligibility and Application

To be eligible for the Program, you must:

• Be a legally established business entity or sole proprietor with the authority to enter binding agreements.
• Have a valid, professional website and online presence.
• Submit a complete and accurate partner application through the Partner Portal.
• Be at least 18 years of age.
• Be approved by LeadMagic.

We reserve the right to reject any application, revoke partnership status, or modify eligibility criteria at any time without prior notice. Approval of your application does not guarantee any minimum level of support, resources, or revenue.

4. Partner Tiers and Benefits

The Program includes multiple partnership tiers, each with different benefits, commission rates, and requirements. Your tier is assigned at our discretion and may be modified based on your performance, activity level, and compliance. Tier benefits, including commission rates, resource access, and support levels, are as described in the Partner Portal and may be updated from time to time.

5. Relationship of the Parties

You and LeadMagic are independent contractors. Nothing in these Partner Terms creates a partnership, joint venture, agency, franchise, or employment relationship between the parties. You have no authority to bind LeadMagic to any contract, obligation, or commitment, or to create any liability on behalf of LeadMagic. You shall not represent yourself as an employee, agent, or legal representative of LeadMagic.

The Program is non-exclusive. LeadMagic may engage other partners, affiliates, or referral sources, and you are free to promote or work with other products and services, subject to your obligations under these Partner Terms.

6. Partner Obligations

As a Partner, you agree to:

• Represent LeadMagic products and services accurately, professionally, and in accordance with our brand guidelines.
• Comply with all applicable laws, regulations, and industry standards, including data protection and privacy laws, anti-spam regulations, and consumer protection requirements.
• Not make any unauthorized representations, warranties, or commitments on behalf of LeadMagic, and not hold yourself out as having the authority to bind LeadMagic to any agreement or obligation.
• Maintain the confidentiality of all proprietary information, including partner pricing, internal materials, API access credentials, and customer data.
• Not engage in any activity that could damage LeadMagic's reputation, brand, or relationships with its customers.
• Promptly notify LeadMagic of any changes to your business that may affect your eligibility or participation in the Program.
• Use the Partner Portal and any provided resources solely for their intended purpose.
• Not resell, redistribute, sublicense, or white-label LeadMagic data or services unless authorized under a separate written reseller agreement.

7. Commissions and Payments

Commission rates and payment terms are determined by your partnership tier and are outlined in the Partner Portal. Key terms include:

• Commissions are earned only on qualified, verified, and paid transactions attributed to your referrals or client accounts. Referral attribution rules, including tracking methods and attribution windows, are defined in the Partner Portal.
• Commission rates are subject to change with reasonable notice. Updated rates will be posted in the Partner Portal.
• LeadMagic reserves the right to withhold, adjust, or claw back commissions in cases of fraud, chargebacks, refunds, or violations of these Partner Terms.
• Payment schedules, minimum thresholds, and methods are as described in the Partner Portal.
• You are solely responsible for all taxes owed on commission income.

8. Intellectual Property

"LeadMagic," the LeadMagic logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Lead Magic Corporation or its affiliates. Partners are granted a limited, non-exclusive, non-transferable, revocable license to use LeadMagic branding materials solely for the purposes of participating in the Program, subject to our brand guidelines. This license terminates immediately upon termination of your partnership.

You may not modify, alter, or create derivative works from LeadMagic's trademarks or branding materials. All goodwill generated from the use of LeadMagic's marks inures solely to LeadMagic.

Nothing in these Partner Terms grants you any right, title, or interest in LeadMagic's data, databases, software, or services beyond what is expressly provided in LeadMagic's general Terms of Service. Your use of LeadMagic data remains subject to the internal business use license set forth in those Terms. Any resale, redistribution, or sublicensing of LeadMagic data requires a separate written reseller agreement.

9. Confidentiality

Both parties agree to keep confidential any proprietary, non-public, or sensitive information disclosed during the course of the partnership ("Confidential Information"), including but not limited to business strategies, customer data, pricing structures, technical specifications, and partner materials. This obligation survives termination of the partnership for a period of two (2) years.

Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, was already known to the receiving party, or is independently developed without reference to the disclosing party's Confidential Information.

10. Data Protection and Compliance

You acknowledge and agree that your use of LeadMagic data and services must comply with all applicable data protection and privacy laws, including the GDPR, CCPA/CPRA, CAN-SPAM, and any other relevant regulations in your jurisdiction. You are solely responsible for obtaining any necessary consents and providing appropriate notices to individuals whose data you process using LeadMagic services.

For details on how LeadMagic processes personal data, please refer to our Partner Program Privacy Policy and LeadMagic's general Privacy Policy.

11. Disclaimer of Warranties

THE PARTNER PROGRAM, PARTNER PORTAL, AND ALL RELATED SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. LEADMAGIC DOES NOT WARRANT THAT THE PROGRAM WILL GENERATE ANY SPECIFIC REVENUE, LEADS, OR BUSINESS OUTCOMES FOR PARTNERS.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LEADMAGIC, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM YOUR PARTICIPATION IN THE PROGRAM OR USE OF THE PARTNER PORTAL.

IN NO EVENT SHALL LEADMAGIC'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE PARTNER TERMS OR THE PROGRAM EXCEED THE TOTAL COMMISSIONS PAID TO YOU BY LEADMAGIC IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

13. Indemnification

You agree to defend, indemnify, and hold harmless Lead Magic Corporation and its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from: (a) your participation in the Program; (b) your violation of these Partner Terms; (c) your violation of any third-party rights; or (d) your misuse of LeadMagic branding, data, or services.

14. Termination

Either party may terminate the partnership at any time with written notice to the other party. LeadMagic reserves the right to immediately terminate or suspend your partnership without prior notice if you: (a) violate these Partner Terms; (b) engage in fraudulent, unlawful, or deceptive activity; (c) act in a manner that may harm LeadMagic's reputation or business interests; or (d) become insolvent or cease business operations.

Upon termination: (i) your access to the Partner Portal will be revoked; (ii) all licenses granted under these Partner Terms will immediately cease; (iii) you must promptly cease using all LeadMagic branding materials; and (iv) any unpaid commissions that have been earned and verified prior to termination will be paid in accordance with the standard payment schedule.

15. Modifications to Terms

We reserve the right to modify these Partner Terms at any time at our sole discretion. We will provide notice of material changes by posting the updated terms on this page, sending an email to the address associated with your partner account, or displaying a notice within the Partner Portal. Your continued participation in the Program after changes are posted constitutes acceptance of the updated Partner Terms.

16. Governing Law and Dispute Resolution

These Partner Terms shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflict of law principles. Any dispute arising out of or relating to these Partner Terms or the Program shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall be conducted in Boston, Massachusetts, and judgment on the arbitration award may be entered in any court having jurisdiction.

17. Survival

The following sections shall survive termination or expiration of these Partner Terms: Section 5 (Relationship of the Parties), Section 8 (Intellectual Property), Section 9 (Confidentiality), Section 10 (Data Protection and Compliance), Section 11 (Disclaimer of Warranties), Section 12 (Limitation of Liability), Section 13 (Indemnification), Section 16 (Governing Law and Dispute Resolution), and this Section 17 (Survival).

18. General Provisions

If any provision of these Partner Terms is held to be unenforceable, the remaining provisions will remain in full force and effect. Our failure to enforce any right or provision of these Partner Terms will not be considered a waiver of those rights. These Partner Terms, together with LeadMagic's general Terms of Service and Privacy Policy, constitute the entire agreement between you and LeadMagic regarding the Program and supersede any prior agreements or understandings. These Partner Terms may not be assigned or transferred by you without LeadMagic's prior written consent.

19. Contact Information

If you have any questions about these Partner Terms, please contact us at: