Partner Program Terms

1.1 “OfferReady” means OfferReady, a Florida limited liability company (“OfferReady”), operator of the OfferReady software platform (the “Platform”).

1.2 “Partner” means a person or entity accepted into the Program under Section 2.

1.3 “Program” means the OfferReady Partner Program described in these Terms.

1.4 “Qualified Software Referral” means a new, bona fide Platform subscriber who (a) registers using Partner’s unique referral link or code, (b) completes payment of one (1) full paid subscription billing cycle following the end of any free trial or promotional period, (c) is not a Prohibited Referral under Section 3, and (d) is not an existing or previously registered Platform account holder.

1.5 “Commission” means the amount payable to Partner for a Qualified Software Referral under Section 4.

1.6 “Settlement Service” has the meaning given in the Real Estate Settlement Procedures Act, 12 U.S.C. § 2601 et seq. (“RESPA”), and its implementing Regulation X, 12 C.F.R. Part 1024, including without limitation services provided in connection with a real estate settlement by real estate brokers or agents, mortgage lenders or brokers, title companies, escrow agents, attorneys, inspectors, appraisers, and insurance providers.

2.1 The Program’s standard customer-referral partner track is open to individuals and entities who (a) are at least 18 years of age, (b) maintain an active OfferReady subscription and a Platform account in good standing, and (c) complete the Program application and are accepted by OfferReady in its sole discretion. Persons or entities that do not maintain an active OfferReady subscription may participate only with OfferReady’s separate prior written approval.

2.2 OfferReady may decline, suspend, or remove any Partner at any time, with or without cause. Enrollment creates no employment, agency, partnership, joint venture, or franchise relationship. Partner is an independent contractor and has no authority to bind OfferReady.

2.3 Partner shall not represent itself as an employee, agent, or representative of OfferReady and shall not make any representation, warranty, or guarantee regarding the Platform beyond OfferReady’s published materials.

3.1 Software-Only Compensation. The Program compensates Partners solely for referring new subscribers to the OfferReady software product. Commissions are paid exclusively for Qualified Software Referrals — that is, for a new customer’s purchase of a software subscription — and for nothing else.

3.2 Absolute Prohibition on Settlement-Service Referral Compensation. No Commission, fee, credit, discount, thing of value, or other compensation of any kind is or will ever be paid, given, or received under the Program:

3.2.1 for the referral of any buyer, seller, borrower, or other party to a real estate transaction;

3.2.2 for the referral of, or in exchange for, business incident to or part of any Settlement Service, including referrals to or from any real estate broker or agent, mortgage lender or broker, title or escrow company, attorney, inspector, appraiser, or insurance provider;

3.2.3 for the referral, origination, closing, or facilitation of any real estate transaction; or

3.2.4 as a fee split, kickback, or unearned fee prohibited by RESPA Section 8, 12 U.S.C. § 2607, and 12 C.F.R. § 1024.14.

3.3 Prohibited Referrals. Any referral described in Section 3.2 is a “Prohibited Referral.” Prohibited Referrals earn no Commission under any circumstance, are not Qualified Software Referrals, and are grounds for immediate termination and Commission forfeiture under Section 6.

3.4 No Volume or Transaction Linkage. Commissions are not conditioned on, calculated by reference to, or adjusted based on (a) the volume or value of any real estate transactions, (b) whether any referred subscriber closes any transaction, or (c) any Settlement Service activity. Commission amounts relate solely to the software subscription purchased.

3.5 Partner Representation. Partner represents and covenants that Partner will not use the Program, the Platform, or any Commission structure to pay, receive, offer, or solicit any thing of value for a Settlement-Service referral, and will not structure any arrangement to evade this Section 3.

3.6 Precedence. This Section 3 controls over any conflicting provision of these Terms or any marketing material.

4.1 Rate/Structure. For each Qualified Software Referral, OfferReady will pay Partner a one-time flat Commission of fifty U.S. dollars ($50.00) per qualified paid subscriber. No recurring or renewal Commission is payable. Brokerage, enterprise, agency, or custom partner arrangements are not covered by these Terms and require a separate written agreement signed by OfferReady.

4.2 Attribution. Referrals are attributed via Partner’s unique link or code using last-click attribution with a thirty (30)-day attribution window. OfferReady’s tracking records are the sole and conclusive basis for attribution absent manifest error.

4.3 Exclusions. No Commission accrues for: (a) self-referrals; (b) employee referrals; (c) referrals of accounts owned or controlled by Partner or Partner’s affiliates; (d) duplicate accounts; (e) related-party referrals; (f) fraudulent referrals; (g) referrals obtained through Prohibited Conduct (Section 6); (h) trial-only signups that never convert to paid; or (i) subscriptions refunded, charged back, or cancelled before the Commission clears the holdback period under Section 5.3 — in the case of clauses (a) through (e), unless OfferReady approves an exception in writing in its sole discretion.

5.1 Threshold. Commissions are payable only when Partner’s accrued, unpaid Commission balance reaches at least $25.00. Balances below the threshold roll forward.

5.2 Cadence. OfferReady pays eligible balances monthly, on or about the fifteenth (15th) day of the month following the month in which the Commission’s payout eligibility is confirmed (that is, the Commission has cleared the holdback period under Section 5.3).

5.3 Holdback. Commissions are held for sixty (60) days after the referred subscriber’s payment, and are not eligible for payout until that period has elapsed, to allow for refunds and chargebacks.

5.4 Payment Rail. Payouts are made electronically via the payment method and payment processor designated by OfferReady from time to time. Partner must maintain accurate, verified payout details; OfferReady is not responsible for payments misdirected due to Partner’s inaccurate information.

5.5 Payout Gating. Notwithstanding anything to the contrary, no payouts will commence until Partner has completed tax documentation under Section 7 and identity and payout-detail verification, and OfferReady has activated the Program payout rail. Commissions accrued before that date remain recorded and become payable per this Section 5 once those conditions are satisfied.

5.6 Dormancy. Accrued balances of terminated Partners below the threshold, and balances unclaimed for twelve (12) months due to Partner’s failure to maintain payout details after notice, are forfeited to the extent permitted by law, subject to any applicable unclaimed-property obligations under Fla. Stat. Ch. 717.

6.1 Prohibited Conduct includes: self-referral or referral of accounts Partner controls; incentivizing signups with unauthorized rebates or payments; cookie stuffing, forced clicks, or attribution manipulation; spam or unsolicited communications in violation of law (including CAN-SPAM and TCPA); bidding on “OfferReady,” misspellings of “OfferReady,” OfferReady-branded keywords, or confusingly similar terms in paid search, paid social, or other advertising platforms without OfferReady’s prior written permission; false or misleading advertising of the Platform; any Prohibited Referral under Section 3; and any fraudulent, deceptive, or unlawful act.

6.2 Clawback. OfferReady may reverse, offset against future payouts, or demand repayment of any Commission that (a) arose from Prohibited Conduct, (b) relates to a refunded or charged-back subscription, or (c) was paid in error. OfferReady may withhold pending payouts during a good-faith fraud investigation not to exceed ninety (90) days.

6.3 Remedies Cumulative. Clawback rights are in addition to termination and any other remedy at law or equity.

7.1 Partner is solely responsible for all taxes on Commissions. OfferReady will issue IRS Form 1099-NEC (or successor form) where required for U.S. Partners paid $600 or more in a calendar year, or such other threshold as applicable law prescribes. Partner must submit a completed Form W-9 (or W-8 series for non-U.S. persons) before any payout; failure to do so suspends payouts without extending accrual rights.

8.1 These Terms apply from Partner’s acceptance until terminated. Either party may terminate at any time on notice; OfferReady may terminate immediately for breach, including any violation of Section 3 or Section 6.

8.2 On termination without breach, Commissions properly accrued through the termination date remain payable per Section 5. On termination for breach of Section 3 or Section 6, all unpaid Commissions are forfeited.

8.3 Sections 3, 6.2, 7, 8.2, 9, 10, and 11 survive termination.

9.1 OfferReady may modify these Terms, Commission rates, or Program structure on thirty (30) days’ notice via email or Partner dashboard. Modifications apply prospectively only; they do not reduce Commissions already accrued. Continued participation after the notice period constitutes acceptance. If Partner objects, Partner’s sole remedy is to terminate participation before the modification takes effect.

10.1 THE PROGRAM AND PLATFORM ARE PROVIDED “AS IS.” OFFERREADY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

10.2 OFFERREADY’S TOTAL LIABILITY ARISING FROM THE PROGRAM SHALL NOT EXCEED THE COMMISSIONS PAID OR PAYABLE TO PARTNER IN THE SIX (6) MONTHS PRECEDING THE CLAIM. NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES.

10.3 Partner shall indemnify and hold harmless OfferReady from claims arising out of Partner’s Prohibited Conduct, marketing activities, violation of law (including RESPA, CAN-SPAM, and TCPA), or breach of these Terms.

11.1 These Terms are governed by the laws of the State of Florida, without regard to conflict-of-laws principles. Exclusive venue for any dispute lies in the state and federal courts located in Miami-Dade County, Florida, unless applicable law requires otherwise, and the parties consent to personal jurisdiction there.

11.2 These Terms, together with the OfferReady Terms of Service (which govern Partner’s use of the Platform), are the entire agreement regarding the Program. If these Terms conflict with the Terms of Service on a Program matter, these Terms control.

11.3 No waiver is effective unless in writing. If any provision is unenforceable, it is modified to the minimum extent necessary and the remainder stands. Partner may not assign these Terms without OfferReady’s written consent; OfferReady may assign to a successor.

11.4 Notices to OfferReady: albert@arbicgroup.com. Notices to Partner: the email on Partner’s account.