Effective Date: 08/18/2026
Company: Lexul LLC
Primary Website: www.lexul.com
Address: 400 Quincy St., Suite 802, Hancock, Michigan 49930
Contact: support@lexul.com
This Partner Program Agreement (“Agreement”) is entered into between Lexul LLC, a Michigan limited liability company (“Company,” “Lexul,” “we,” “us,” or “our”), and the person or entity accepted into the Lexul Partner Program (“Partner,” “you,” or “your”). Company and Partner may each be called a “Party” and collectively the “Parties.”
By submitting a Partner Application and affirmatively accepting this Agreement, you agree to be bound by its terms. Participation in the Partner Program is subject to Company approval.
“Affiliate Site” means each website, application, social-media account, video channel, email list, publication, or other marketing channel identified in the Partner Application or subsequently approved by Company in writing.
“Approved Materials” means trademarks, logos, links, copy, images, product information, and other marketing materials supplied or expressly approved by Company.
“Company IP” means Company’s names, trademarks, service marks, logos, copyrights, software, documentation, trade secrets, patents, content, designs, data, and other intellectual-property rights.
“Confidential Information” means nonpublic information disclosed or made available by Company, including product roadmaps, pricing plans, customer information, sales information, security information, software, technical information, commission reports, Partner portal information, marketing plans, and business strategies.
Confidential Information does not include information that Partner can document:
“Net Subscription Revenue” means software subscription fees actually received and retained by Company from a Qualified Customer, less:
Net Subscription Revenue includes recurring fees paid for access to or use of Company’s software subscription products.
Net Subscription Revenue excludes all amounts attributable to:
If a customer purchases a bundle containing both software subscription products and excluded items, Company will allocate the purchase price among the items in good faith using its standard pricing or reasonable standalone selling values. Commissions apply only to the portion allocated to eligible software subscription revenue.
“Partner Application” means the application and associated information submitted by Partner for admission to the Partner Program.
“Partner Link” means a unique tracking link, code, or other attribution mechanism issued or approved by Company for Partner.
“Qualified Customer” means a customer that:
Company will make attribution determinations reasonably and in good faith based on its books, payment records, customer-relationship records, and tracking systems.
“Referral Window” means the 90-day period beginning when a prospective customer first clicks or uses Partner’s valid Partner Link.
A later eligible referral may supersede Partner’s attribution if Company’s tracking system records a different approved partner or marketing source as the last eligible referral before purchase.
“United States Person” means a person or entity treated as a United States person for U.S. federal tax purposes and eligible to provide Company with a properly completed and valid IRS Form W-9.
The Partner Program is available only to United States Persons.
To participate, Partner must:
A person or entity required to submit an IRS Form W-8 is not eligible for the Partner Program.
Partner must immediately notify Company if Partner’s tax residency, entity classification, ownership, address, or eligibility changes. Company may suspend or terminate Partner if Partner ceases to satisfy these requirements.
Submission of a Partner Application does not guarantee acceptance. Company may accept or reject an application in its discretion and is not required to explain its decision.
Partner may not promote itself as an authorized Lexul partner until Company has confirmed acceptance.
This Agreement becomes binding when:
Company may retain electronic records identifying the individual accepting this Agreement, the date and time of acceptance, and the version accepted.
Partner represents that all application, payment, tax, identity, and contact information supplied to Company is complete and accurate. Partner must promptly update that information when it changes.
The Partner Program is non-exclusive.
Partner may participate in other referral or affiliate programs, including programs involving competing businesses, provided Partner does not:
Company may work with other partners, affiliates, resellers, consultants, sales representatives, or referral sources without restriction.
Nothing in this Agreement gives Partner an exclusive territory, customer group, market, industry, or marketing channel.
Company may provide Partner with one or more Partner Links. Partner may use only Partner Links issued or approved by Company.
Partner must not alter, obscure, redirect, manipulate, or interfere with a Partner Link or its tracking functionality without Company’s prior written approval.
Partner may display Partner Links only through approved Affiliate Sites. Partner must obtain Company’s written approval before using a materially different website, account, advertising channel, application, or distribution method.
Partner acknowledges that tracking technologies may be affected by cookie settings, privacy tools, device changes, browser restrictions, deleted cookies, technical failures, or customer conduct.
Company is not required to pay a commission when a transaction cannot reasonably be attributed to Partner through Company’s records, except where Company determines that a documented tracking error caused the failure and other reliable evidence establishes Partner’s attribution.
Partner must not:
Subject to this Agreement, Partner is eligible to receive a commission equal to 20% of Net Subscription Revenue received from each Qualified Customer during that customer’s Commission Term.
No commission is payable on implementation services, custom development, hardware, or any other amount excluded from Net Subscription Revenue.
The “Commission Term” for a Qualified Customer begins on the date Company first receives payment of Net Subscription Revenue from that Qualified Customer and continues for 24 consecutive calendar months.
The Commission Term continues to run during any pause, suspension, delinquency, free period, or interruption in the customer’s subscription and is not extended by such an event.
No commission accrues on payments received after the applicable 24-month Commission Term expires.
An “Accrued Commission” is a provisional commission calculated when Company receives Net Subscription Revenue from a Qualified Customer.
An Accrued Commission is subject to the 30-day waiting period, customer qualification, fraud review, refunds, credits, chargebacks, payment disputes, payout holds, and the other conditions in this Agreement.
An Accrued Commission is not earned, vested, or payable.
An Accrued Commission becomes an “Earned Commission” after 30 consecutive days have elapsed from Company’s receipt of the applicable Net Subscription Revenue, provided that:
An Earned Commission remains subject to Company’s withholding, investigation, offset, reversal, and recoupment rights. Designation of a commission as Earned does not require Company to pay it while a payout hold is in effect.
Except for amounts subject to a good-faith dispute, investigation, withholding right, offset, or payout hold, Company’s obligation to pay an undisputed Earned Commission is not subject to the limitation of liability in Section 21.
Subject to Company’s withholding and payout-hold rights, Company will process Earned Commissions during the monthly payout cycle occurring in the calendar month after the applicable 30-day waiting period expires.
For example, if Company receives eligible subscription revenue on January 15, the related commission ordinarily becomes earned on February 14 and is included in the March payout cycle, subject to the minimum payout requirement, any applicable payout hold, and the other terms of this Agreement.
Payment dates may vary due to weekends, holidays, processing delays, incomplete tax information, returned payments, investigations, payout holds, or circumstances beyond Company’s reasonable control.
Company will issue a payout only when Partner’s aggregate unpaid Earned Commissions equal or exceed $100.
If unpaid Earned Commissions are below $100, the balance will roll forward to later payout cycles until the threshold is reached.
Following termination, Company will process any final undisputed Earned Commissions after completion of the applicable waiting, withholding, investigation, and reconciliation periods, even if the final amount is less than $100.
If Company refunds, credits, reverses, or charges back revenue after a related commission has been earned or paid, Company may:
Company will not reverse a commission more than 12 months after it was paid unless the underlying transaction involved fraud, Partner misconduct, a customer payment dispute, or a material reporting error.
No commission will accrue or be paid for:
Commissions on upgrades, downgrades, and subscription changes during the Commission Term will be based on the Net Subscription Revenue actually received by Company.
A customer’s purchase of a new or different Company product does not restart or extend the Commission Term unless Company expressly agrees otherwise in writing.
Notwithstanding anything else in this Agreement, Company may, in its sole discretion, suspend or withhold any accrued, earned, pending, or otherwise payable commission if Company suspects that Partner, a referred customer, a transaction, or any person acting for or through Partner may be associated with:
Company may place a hold on all unpaid commissions, including commissions not directly associated with the suspected conduct, when Company determines that a broader hold is appropriate to protect against potential refunds, chargebacks, damages, penalties, investigation costs, overpayments, or other exposure.
A payout hold:
Company is not required to disclose confidential, privileged, security-sensitive, or legally restricted information concerning an investigation. Company may delay notice of a payout hold when it believes notice could compromise an investigation, expose Company or another person to risk, or violate law.
Partner must cooperate with an investigation and provide requested records, identification, consent records, traffic-source information, advertising materials, customer communications, and other relevant information within 10 days after Company’s request, or sooner when reasonably required by an urgent legal or security matter.
Failure to cooperate is an independent basis for continuing the hold and may constitute Cause for termination.
After reviewing the available information, Company may:
Company will make its determination in good faith based on the information reasonably available to it. Company’s determination will be final absent manifest error, subject to Partner’s rights under the dispute-resolution provisions of this Agreement.
Suspicion alone permits temporary withholding. Permanent denial or forfeiture will be based on Company’s good-faith determination that the affected commissions resulted from prohibited conduct, were not properly earned, are subject to offset, or may lawfully be retained under this Agreement.
Company may provide Partner with access to reports showing clicks, referrals, transactions, accrued commissions, earned commissions, payout holds, and payments.
Real-time and preliminary reports are estimates and may be corrected before or after payout. Company’s final books and payment records control in the event of a discrepancy, subject to Company’s duty to make determinations reasonably and in good faith.
Partner must notify Company of a claimed reporting or payout error within 30 days after the applicable statement, decision, or payout is made available.
The notice must identify the disputed transaction and explain the alleged error. Company will reasonably investigate timely disputes.
Failure to submit a dispute within 30 days waives the dispute to the extent permitted by law, except in the case of a material error Partner could not reasonably have discovered during that period.
Submitting a dispute does not require Company to release a payout hold while the underlying investigation or exposure remains unresolved.
Company may review Partner’s Affiliate Sites and request records reasonably necessary to verify compliance, including advertisements, disclosures, campaign records, consent records, email templates, customer communications, and traffic-source information.
Partner must retain relevant marketing and compliance records for at least three years after the applicable activity.
Company may make payouts by ACH, check, or another method Company makes available.
Partner is responsible for providing and maintaining accurate payment instructions. Company is not responsible for delays or losses caused by inaccurate information supplied by Partner.
Partner must provide a valid Form W-9 before participating in the Partner Program and before receiving a payout.
Company may suspend access or withhold payouts if Partner does not provide required tax documentation. Properly earned amounts withheld solely because of missing documentation will remain subject to applicable law and Company’s reasonable payment procedures.
Partner is responsible for all federal, state, and local taxes arising from commissions paid under this Agreement.
Company may report payments to tax authorities and withhold amounts when required by law. Partner is not eligible for employee benefits, payroll withholding, unemployment benefits, or workers’ compensation through Company.
Partner is solely responsible for the creation, operation, maintenance, security, and content of its Affiliate Sites and marketing activities.
Partner must ensure that its marketing is accurate, lawful, professional, and consistent with Approved Materials.
Partner must not:
Company may require prior approval of marketing claims, creative materials, paid advertisements, email campaigns, text-message campaigns, comparison materials, and use of Company IP.
Company may require Partner to correct or remove content that Company believes violates this Agreement, applicable law, brand guidelines, or third-party rights.
Partner must comply promptly and, for urgent legal, security, or reputational matters, no later than 24 hours after notice.
Unless Company gives prior written approval, Partner must not:
Partner must not offer a customer any rebate, discount, coupon, gift, reward, donation, cashback, or other incentive connected to a Partner Link unless Company has approved the incentive in writing.
Partner must clearly and conspicuously disclose its financial relationship with Company whenever that relationship could affect how a reasonable consumer evaluates Partner’s endorsement or recommendation.
The disclosure must:
A general disclosure on an “About,” legal, terms, or disclosure page is not sufficient when consumers are unlikely to see it with the endorsement.
A disclosure such as “I may earn a commission if you purchase through this link” may be used where appropriate, but Partner remains responsible for ensuring that the disclosure is effective in context.
When an endorsement appears in video or audio content, Partner must make the disclosure in the content itself using visual and/or audible disclosures appropriate to how the endorsement is communicated.
For livestreams or long-form content, Partner must repeat disclosures as reasonably necessary so viewers joining later are likely to see or hear them.
Partner must participate in compliance training reasonably required by Company and cooperate with Company’s monitoring program.
Partner must promptly correct deficient disclosures and provide Company with evidence of correction upon request.
Partner may not conduct email, text-message, telephone, direct-message, or similar outreach promoting Company unless Company has approved the campaign or channel in writing.
Approved outreach must comply with all applicable laws and regulations, including requirements concerning:
Partner must maintain legally sufficient records of consent and provide them to Company upon request.
Partner must promptly honor opt-out requests and use any suppression list supplied by Company solely for compliance purposes. Partner must not sell, disclose, or use a suppression list for any other purpose.
Partner is responsible for outreach conducted by Partner or anyone acting on Partner’s behalf. Company’s approval of a template does not relieve Partner of responsibility for recipients, timing, consent, transmission practices, or surrounding context.
During the term and while Partner remains in good standing, Company grants Partner a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to use Approved Materials solely to promote Company through approved Affiliate Sites under this Agreement.
No ownership rights are transferred.
Partner must:
All goodwill resulting from Partner’s permitted use of Company trademarks benefits Company.
Partner grants Company a non-exclusive, worldwide, royalty-free license during the term to use Partner’s approved name, logo, and public-facing Partner Program content solely to administer and promote the Partner Program and identify Partner as a participant.
Partner represents that it owns or has sufficient rights to grant this license.
If Partner voluntarily provides product or program feedback, Partner grants Company a perpetual, irrevocable, worldwide, royalty-free right to use that feedback without restriction or compensation, provided Company does not publicly identify Partner as the source without permission.
Partner must:
If disclosure is legally required, Partner must, where lawful, give Company prompt notice and reasonable assistance in seeking protective treatment.
Partner may not collect, purchase, process, or retain personal information on Company’s behalf unless Company has authorized the activity in writing and the Parties have completed any required data-processing terms.
Partner must comply with applicable privacy, security, cookie, tracking, and data-protection laws affecting Partner’s activities.
Partner must maintain reasonable administrative, technical, and physical safeguards appropriate to the information processed.
Partner must notify Company without undue delay, and no later than 24 hours after discovery, of a suspected security incident involving Company information, Partner Program credentials, customer information associated with Company, or Company systems.
Partner is responsible for protecting Partner portal credentials and for activity occurring through Partner’s account. Partner must promptly report suspected unauthorized access.
Company may suspend access when it determines suspension is necessary to protect the Partner Program, Company, customers, or other partners.
Partner is an independent contractor and not an employee, agent, franchisee, joint venturer, legal representative, broker, or sales representative of Company.
Partner has no authority to:
Partner controls the manner and means of its activities, subject to the compliance requirements in this Agreement. Partner is responsible for its expenses, personnel, equipment, insurance, and business operations.
The term begins when Company accepts Partner and Partner accepts this Agreement. It continues until terminated under this Section.
Either Party may terminate this Agreement at any time without cause by written notice.
Partner must stop generating new referrals and using Company IP when termination becomes effective.
Company may, in its sole discretion, immediately suspend Partner Links, attribution, account access, marketing authorization, or payouts if Company suspects:
Company may exercise these rights before determining whether a violation occurred and without first providing Partner with an opportunity to cure.
Any payout suspension or withholding will be governed by Section 5.10. Company may maintain the suspension or hold while it conducts an internal investigation or awaits information from Partner, a customer, a payment processor, a platform, a government authority, or another third party.
Company may terminate this Agreement immediately for “Cause” if Partner:
No cure period is required for fraud, intentional misconduct, unlawful activity, serious security violations, or breaches that cannot reasonably be cured.
If Partner terminates this Agreement or Company terminates without Cause:
If Company terminates this Agreement for Cause:
Termination does not require Company to release a payout hold before Company has completed its investigation or resolved the risks giving rise to the hold.
Upon termination, Partner must immediately:
Partner must comply with all laws and regulations applicable to its activities, including advertising, endorsements, testimonials, consumer protection, intellectual property, privacy, data security, email, text messages, telemarketing, sanctions, export controls, anti-bribery, and taxation.
Partner must not offer or provide anything of value to improperly influence a government official, customer, or other person.
Company may update compliance instructions to address changes in law, regulatory guidance, security risks, or enforcement practices.
Partner must maintain complete and accurate records sufficient to demonstrate compliance for at least three years.
Upon reasonable notice, Company may request copies of relevant records or conduct a limited compliance audit. Company may act without prior notice when it suspects fraud, an active legal violation, or a security incident.
Company will use information obtained through an audit only for legitimate legal, security, accounting, investigation, and Partner Program purposes.
Partner represents and warrants that:
Except as expressly stated in this Agreement, Company makes no promise concerning the amount of traffic, referrals, commissions, revenue, or business Partner may receive.
Partner will defend, indemnify, and hold harmless Company and its affiliates, officers, directors, employees, agents, successors, and assigns from third-party claims, investigations, penalties, damages, judgments, settlements, liabilities, costs, and reasonable attorneys’ fees arising from or relating to:
Company will provide reasonably prompt notice of an indemnified claim, except that delayed notice relieves Partner only to the extent materially prejudiced.
Partner may control the defense using counsel reasonably acceptable to Company. Company may participate with its own counsel at its own expense.
Partner may not settle a claim without Company’s written consent if the settlement:
Company may assume control of the defense if Partner fails to defend promptly or if a material conflict of interest exists.
THE PARTNER PROGRAM, PARTNER PORTAL, LINKS, REPORTS, AND RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.”
TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY DISCLAIMS ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, AND SECURITY.
COMPANY DOES NOT WARRANT THAT THE PARTNER PROGRAM WILL BE UNINTERRUPTED, ERROR-FREE, OR PROFITABLE, OR THAT EVERY REFERRAL WILL BE TRACKED.
Nothing in this Section limits an express obligation to pay undisputed Earned Commissions that are not subject to a payout hold, investigation, dispute, offset, reversal, or recoupment right.
Company may maintain, modify, replace, suspend, or discontinue any Partner Program feature, link, portal, product, price, or service.
Company is not liable for losses caused by scheduled or unscheduled interruptions, tracking limitations, security measures, or circumstances beyond its reasonable control.
Company will use commercially reasonable efforts to avoid unnecessary disruption to commission reporting and payment.
TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, LOST BUSINESS OPPORTUNITIES, OR LOSS OF GOODWILL, EVEN IF ADVISED THAT SUCH DAMAGES WERE POSSIBLE.
EXCEPT FOR COMPANY’S OBLIGATION TO PAY UNDISPUTED EARNED COMMISSIONS, COMPANY’S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF:
These limitations apply regardless of the legal theory asserted but do not apply to liability that cannot lawfully be excluded or limited.
A commission subject to a good-faith investigation, dispute, offset, reversal, recoupment right, or payout hold is not an “undisputed Earned Commission” unless and until Company releases the hold and determines that the commission is payable.
Company may modify this Agreement by providing Partner with electronic notice.
Material changes ordinarily become effective 30 days after notice. Company may make a change effective sooner when it determines the change is necessary to:
Changes will not reduce an undisputed Earned Commission that is not subject to a payout hold, investigation, reversal, or offset.
Unless Partner agrees otherwise, the commission rate and Commission Term in effect when a customer becomes a Qualified Customer will continue to govern that customer. Updated terms will govern new referrals after the effective date of the update.
Partner may terminate this Agreement before an updated provision becomes effective. Continued participation after its effective date constitutes acceptance where permitted by law.
Company will maintain or be able to identify the version of the Agreement applicable to Partner.
Before initiating arbitration, a Party must send written notice describing the dispute and requested relief. The Parties will attempt in good faith to resolve the dispute for 30 days after receipt.
Except for matters described below, disputes arising from or relating to this Agreement will be resolved by binding individual arbitration administered by the American Arbitration Association under its applicable Commercial Arbitration Rules or other rules the administrator determines apply.
The Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision.
The arbitration will be conducted by one arbitrator. The legal seat will be Houghton County, Michigan, although the hearing may be conducted remotely when permitted by the arbitrator.
The arbitrator may award any individual remedy available under applicable law but may not:
Administrative and arbitrator fees will be allocated under the applicable arbitration rules. Each Party will bear its own attorneys’ fees unless a statute or the arbitrator permits an award.
Either Party may seek temporary or preliminary equitable relief in court to protect intellectual property, Confidential Information, data, systems, account security, or the integrity of an investigation pending arbitration.
Either Party may also:
Permitted court proceedings must be brought exclusively in the state or federal courts serving Houghton County, Michigan. Each Party consents to personal jurisdiction and venue there.
TO THE EXTENT PERMITTED BY LAW, EACH PARTY WAIVES THE RIGHT TO A JURY TRIAL AND THE RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, COORDINATED, OR REPRESENTATIVE ACTION CONCERNING A DISPUTE COVERED BY THIS SECTION.
If the class-action waiver is found unenforceable for a particular claim, that claim will proceed in court rather than class arbitration.
This Agreement is governed by Michigan law, without regard to conflict-of-law principles, except that the Federal Arbitration Act governs Section 23.
Partner may not assign, delegate, sublicense, or transfer this Agreement or any Partner Program account, Partner Link, or right to commissions without Company’s prior written consent.
Company may assign this Agreement in connection with a merger, reorganization, financing, sale of assets, change of control, or transfer of the Partner Program.
Any prohibited assignment is void. Subject to this Section, the Agreement binds and benefits the Parties and their permitted successors and assigns.
Company may provide notices to Partner through the Partner portal or the email address in Partner’s account.
Partner must send legal notices to:
Lexul LLC
400 Quincy St., Suite 802
Hancock, Michigan 49930
Email: support@lexul.com
Electronic notices are considered received when sent unless the sender receives a delivery-failure notice. Mailed notices are considered received three business days after deposit with the U.S. Postal Service.
Partner is responsible for maintaining current contact information.
Company is not liable for delay or failure caused by circumstances beyond its reasonable control, including natural disasters, utility or internet failures, labor disputes, war, terrorism, civil unrest, epidemics, government actions, cyberattacks, or failures of payment processors or hosting providers.
This Section does not require Company to release a payout hold or pay a disputed commission.
This Agreement, the Partner Application, current brand guidelines, and any expressly identified program policies constitute the entire agreement concerning the Partner Program and supersede prior discussions and agreements on that subject.
If a conflict exists, this Agreement controls unless another document expressly states that it amends this Agreement.
Customer-facing website terms do not automatically modify this Agreement merely because they appear on Company’s website.
If a provision is held invalid or unenforceable, it will be enforced to the maximum extent permitted, and the remaining provisions will remain effective.
A court or arbitrator may modify an overbroad provision only to the extent permitted by applicable law and necessary to make it enforceable.
A waiver must be in writing and applies only to the specific instance identified. Failure to enforce a provision is not a waiver of future enforcement.
This Agreement does not create rights for any person or entity other than the Parties and their permitted successors and assigns.
Headings are for convenience and do not affect interpretation.
“Include,” “includes,” and “including” mean “including without limitation.” References to writing include permitted electronic communications.
This Agreement will not be construed against a Party solely because that Party drafted it.
This Agreement may be accepted electronically and executed in counterparts. Electronic acceptance and signatures have the same effect as original signatures.
Sections concerning accrued and earned commissions, payout holds, investigations, taxes, confidentiality, data protection, records, intellectual property, indemnification, disclaimers, limitation of liability, disputes, governing law, and provisions that by their nature should survive will remain effective after termination.
By affirmatively accepting this Agreement, Partner confirms that: