Referral & Partner Program Agreement

This Referral & Partner Program Agreement (this “Agreement”) is a binding agreement between you (“Participant,” “you”) and STACKBOOST LLC, a New York limited liability company doing business as Stateable(“Stateable,” “we,” “us”). It governs your participation in the Stateable Referral & Partner Program (the “Program”) and your right to earn and receive referral compensation.

By (a) clicking “I agree,” “Join,” “Enroll,” “Apply,” or a similar button presented with this Agreement, or (b) accepting this Agreement during the in-product “Refer & Earn” enrollment or the partner application, you agree to this Agreement. If you do not agree, do not enroll in or participate in the Program.

If you are accepting on behalf of a company, agency, or other organization, you represent that you have the legal authority to bind that organization, and “you” and “Participant” mean that organization.

You must be at least 18 years old and have the legal capacity to enter into contracts.

This Agreement is in addition to, and incorporates by reference, the Stateable Terms of Service and Privacy Policy. If you are also a Stateable customer, your customer relationship continues to be governed by the Terms of Service; this Agreement governs only your participation in the Program.

• “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party. (A Participant in the Program is a “Participant,” not an “Affiliate” in this defined sense.)
• “Commission” means the referral compensation payable to you under Section 5.
• “Earned Commission” means a Commission that has become earned under Section 7 — i.e., for which (a) the 30-day hold period in Section 7.1 has fully passed and (b) no refund, chargeback, reversal, or downgrade has reduced or eliminated the underlying Software MRR during the hold. A Commission that has accrued but not satisfied both conditions is unearned and remains subject to reversal. Compensation is not earned merely because it has been displayed, estimated, or accrued in your dashboard.
• “Override” means the 5% additional compensation described in Section 5.2 payable on the Software MRR of customers referred by your direct Referred Customers (“referrals of referrals”), one level deep only.
• “Participant Data” means the identity, contact, payout, and tax information you provide to participate in the Program, as further described in the Privacy Policy.
• “Program Marks” means the “Stateable” name, the Stateable logo, and other Stateable trademarks made available for use in the Program subject to Section 12.
• “Referral” means a prospective customer you direct to Stateable through your unique referral code or link, or through deal registration under Section 6.
• “Referred Customer” means a customer whose Stateable account is validly attributed to you under Section 6 and who is not excluded under Section 6 (e.g., self-referrals).
• “Restricted State” means a U.S. state identified by Stateable from time to time as one whose laws may restrict or prohibit referral or commission-sharing compensation of the type paid under this Program. The current posture is in Section 4.
• “Software MRR” means the recurring monthly subscription fees a Referred Customer actually pays Stateable for the Service, net of discounts, credits, refunds, and taxes, and excluding any one-time fees, professional-services fees, pass-through costs, and any amount that is not Stateable software subscription revenue. Software MRR never includes, and is never calculated by reference to, any insurance premium, insurance commission, policy value, or the Referred Customer’s insurance production.
• “Service” has the meaning given in the Terms of Service (the Stateable platform, websites, APIs, and related services).
• “Stripe” means Stripe, Inc. and its affiliates, our payment and payout processor.

The Program lets eligible Participants earn Commissions for referring new customers to the Stateable software service.

You refer software, not insurance. You participate solely to promote and refer the Stateable software product. You are not acting as an insurance producer, agent, or solicitor in connection with the Program, and your Commission is not consideration for the sale, solicitation, negotiation, or servicing of insurance. Your Commission is calculated exclusively on Software MRR and is never contingent on, measured by, or paid out of any insurance transaction, premium, policy, or the Referred Customer’s insurance production. You agree not to represent or imply otherwise to any Referral, Referred Customer, carrier, or consumer.

No insurance solicitation through the Program. You will not solicit insurance, offer or pay any insurance rebate or inducement, or condition any insurance transaction on a person’s use of Stateable, in connection with the Program. Commissions are paid only to enrolled Participants — never to an insured or insurance consumer as an inducement to buy insurance.

No buy-in; rewards come only from software revenue. There is no fee, purchase, minimum order, inventory, or other payment required to join or remain in the Program. All Commissions and Overrides are paid solely from bona-fide software subscription revenue actually paid by real, end-user Referred Customers — never from any payment by, or the recruitment of, other Participants.

Independent of your insurance business. If you are a licensed insurance producer, your participation is separate from, and creates no obligation or expectation regarding, any insurance business between you and any Referral, Referred Customer, carrier, or consumer.

Who may participate.Participation is open to (a) current Stateable customers in good standing who enroll through the in-product “Refer & Earn” feature, and (b) other persons or organizations approved by Stateable through the partner application. Stateable may approve, decline, suspend, or remove any Participant at its discretion.

State eligibility. Because some states restrict referral or commission-sharing compensation in the insurance industry, you agree to accurately disclose the U.S. state from which you operate and promptly update it if it changes; and acknowledge that, depending on your state and applicable law, Stateable may (i) decline to enroll you, (ii) limit your participation, (iii) withhold, escrow, or decline to pay Commissions, or (iv) require additional attestations, in each case at its discretion to manage legal risk.

State posture. Because this Program’s compensation is calculated solely on software revenue with no insurance nexus, Stateable does not currently treat any state as categorically off-limits. Stateable applies heightened review and the anti-recharacterization controls in Sections 3–5 in the states with the strictest referral regimes — currently Massachusetts, Mississippi, Pennsylvania, California, and New York — and reserves the right to decline, limit, gate, or escrow participation in any state.

Your attestations. By enrolling you attest that (a) you are referring the Stateable software product and not soliciting insurance, (b) your referral is not conditioned on, tied to, or compensation for any insurance transaction, and you are not the agent or broker of record receiving insurance compensation in connection with the referral, (c) you are not operating from a jurisdiction in which your participation would be unlawful, (d) the information you provide (including state and payout/tax information) is accurate, and (e) you will not discuss specific insurance policy terms or conditions as part of a Stateable referral.

5.1 Stepped Commission rate. Your Commission is a percentage of your active referred Software MRR — the combined live Software MRR of the customers you directly refer — applied on a stepped (marginal) basis, so each band’s rate applies only to the portion of your active referred Software MRR that falls within that band:

5.2 Referrals of referrals (Override — one level only). In addition to Section 5.1, you earn an Override of 5% of the Software MRR of customers referred by your direct Referred Customers — i.e., “referrals of referrals,” one level deep only. The Override is paid only on real, end-user Software MRR; it is never paid for the recruitment of, or any payment by, other Participants, and never extends beyond this single level. You must present the Program primarily as a way to earn by referring customers who use the Software, and not primarily as an opportunity to build a referral network or earn from recruiting other referrers.

5.3 Commission term. Commissions and Overrides are payable for 24 months from the relevant Referred Customer’s first paid invoice, subject to the hold, earned-status, and reversal terms in Section 7. There is no lifetime term.

5.4 Re-rating as your book changes. Your stepped rate is determined by your active referred Software MRR at the time of calculation. As Referrals are added, grow, churn, or reverse, Stateable re-rates on a quarterly true-up. Re-rating under this Section is part of the agreed Commission formula and is not a change to this Agreement under Section 16. Stateable may re-rate more frequently where a Participant’s book materially changes or where structuring or timing is used to influence the applicable rate.

5.5 No guarantee. Commission rates, bands, the Override, the term, and the Program itself may change prospectively under Section 16. Nothing guarantees any minimum earnings, any number of Referrals, or that any Referral will become a paying customer.

6.1 Attribution. A new customer is a Referred Customer attributable to you when their account is validly associated with your active referral code or link at signup, or assigned to you by deal registration, as recorded by Stateable’s systems. Stateable’s records of attribution are determinative absent manifest error.

6.2 Cookie window. Link-based attribution uses a 90-day, last-click window unless superseded by deal registration.

6.3 Deal registration precedence. Where Stateable offers deal registration, a registered, named prospect is attributed to the registering Participant for the registration period regardless of later link clicks. Deal registration takes precedence over cookie-based, last-click attribution.

6.4 No self-referral or manufactured attribution. You may not refer yourself, your own organization, accounts you control, or accounts created primarily to generate Commissions, and you may not engage in cookie-stuffing, forced/auto clicks, last-touch hijacking, typosquatting, or other practices that manufacture or divert attribution. Self-referrals and manufactured attribution are void and may result in removal and forfeiture under Section 14.4.

6.5 One attribution per account. Each Referred Customer account may be attributed to only one Participant. Attribution is forward-only and is not changed retroactively.

7.1 Accrual and 30-day hold. A Commission accrues when a Referred Customer pays a qualifying invoice, and is then held for 30 days to allow for refunds, chargebacks, reversals, and downgrades. An accrued Commission is unearned during the hold period.

7.2 When a Commission is earned. A Commission becomes an Earned Commission only when (a) the 30-day hold has fully passed and (b) no refund, chargeback, reversal, or downgrade has reduced the underlying Software MRR during the hold. Until both conditions are met the Commission is unearned and conditional.

7.3 Reversals; negative balance (offset only). If a Referred Customer’s payment is refunded, charged back, or reversed, or a plan is downgraded, a corresponding balance adjustment is made: if the reversal occurs during the hold, the unearned Commission is reduced or removed; if it occurs after the Commission was paid or earned, the corresponding amount is debited from your Commission balance, which may make it negative. Recovery is by offset only — we will not charge you. A negative balance is carried forward and recovered solely by netting it against your future Commissions. If your participation ends while your balance is negative, Stateable absorbs the shortfall; it is not a debt you owe (the one exception is fraud).

7.4 Savings clause — earned Commissions are not forfeited. Apart from the revenue-based balance adjustments in Section 7.3, nothing in this Agreement forfeits or reduces a Commission that is already an Earned Commission. Discretionary forfeiture under Sections 14.4 and 15 applies only to unearned Commissions — except that Commissions procured by your fraud, self-referral, or manufactured attribution may be reversed whether or not earned.

7.5 Minimum payout. Earned Commissions are paid once your positive payable balance reaches a $50 minimum. Balances below the minimum carry forward.

7.6 Payout schedule. Stateable pays Earned, above-minimum Commission balances monthly, subject to Sections 8 and 9.

8.1 Payout onboarding. To receive Commissions, you must create and maintain a connected payout account with our payment processor, Stripe, and provide the identity, banking, and verification information Stripe requires. Your use of the Stripe account is governed by the Stripe Connected Account Agreement and Stripe’s Services Agreement. Stateable is not a party to your agreement with Stripe.

8.2 Verification and delay. Commissions will not be paid until your payout onboarding and any required tax forms (Section 9) are complete and verified. Stateable and Stripe may delay, hold, or decline a payout to comply with law, to investigate suspected fraud or abuse, or where verification (including sanctions screening) is incomplete.

8.3 Accuracy of payout details. You are responsible for the accuracy of your payout information. Stateable is not responsible for payouts misdirected because of inaccurate information you provided.

8.4 Currency and fees. Commissions are calculated and paid in U.S. dollars. Stateable bears Stripe’s standard payout and currency-conversion fees on Commission payouts; any fees imposed by your own bank or payment institution are your responsibility.

8.5 No money transmission. Commissions are compensation paid by Stateable to you for your referral activity. Stateable is not holding or transmitting funds on your behalf as a money transmitter.

9.1 You are responsible for your taxes. Commissions are taxable income to you. You are solely responsible for all taxes on amounts you receive, and Stateable does not withhold income or self-employment taxes except as required by law (e.g., backup withholding).

9.2 Tax forms required before payout. Before your first payout, you must provide a valid IRS Form W-9 (U.S. persons) or the appropriate Form W-8 (non-U.S. persons), and any other tax documentation Stateable or Stripe requires. Stateable may withhold all payouts until valid tax forms are on file.

9.3 Information reporting. Stateable (or Stripe on its behalf) will issue IRS Form 1099-NEC or other required information returns to U.S. Participants whose payments meet the applicable reporting threshold then in effect, and will report to tax authorities as required by law.

9.4 Backup withholding. If you fail to provide a correct taxpayer identification number or required certification, Stateable may apply backup withholding at the rate required by law and remit it to the IRS.

You agree to promote Stateable lawfully, truthfully, and in line with the Stateable Referral Advertising Guidelines, which are incorporated by reference. You will not:

• solicit insurance, or offer, pay, or imply any insurance rebate or inducement, in connection with the Program;
• refer yourself or engage in the self-referral, manufactured- attribution, or cookie-stuffing practices prohibited by Section 6.4;
• bid on, or use in paid search, the “Stateable” name or Program Marks or confusingly similar terms;
• place referral links or codes on coupon, deal, cashback, or discount-aggregator sites;
• make false, misleading, or unsubstantiated claims about Stateable, its pricing, performance, or features, or make any earnings/results claims except as expressly permitted by the Guidelines;
• write, solicit, or incentivize fake, AI-generated, or sentiment-conditioned reviews, or otherwise violate the Guidelines’ review rules;
• fail to disclose your financial relationship with Stateable as required by the FTC;
• send spam or messages that violate the CAN-SPAM Act, the Telephone Consumer Protection Act (“TCPA”), or other anti-spam/anti-robocall laws;
• impersonate Stateable, send communications that appear to originate from Stateable, or register domains, social accounts, or apps using the Program Marks;
• use the Program in violation of any applicable law; or
• otherwise act in a way that, in Stateable’s reasonable judgment, harms Stateable’s brand, customers, or legal standing.

Violation may result in withheld or forfeited (unearned) Commissions, suspension, or removal from the Program.

You are an independent contractor. Nothing in this Agreement creates any partnership, joint venture, agency, franchise, employment, or insurance-agency relationship between you and Stateable. You have no authority to bind Stateable, to make representations on its behalf, or to incur obligations in its name. You are responsible for your own expenses, taxes, and the manner and means of your referral activity.

Subject to your compliance with this Agreement and the Guidelines, Stateable grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to use the Program Marks and Stateable-provided promotional materials solely to promote Stateable in the Program during the term. All goodwill from your use inures to Stateable. You will follow Stateable’s brand and usage guidelines, will not modify the Program Marks, and will not use them in any false, misleading, disparaging, or unauthorized manner. Stateable may revoke this license at any time and retains all rights in the Service, the Program Marks, and all related intellectual property.

Through the Program you may receive non-public information about Stateable, its customers, Referrals, pricing, and the Program (including non-public attribution data and another person’s status as a Referral or Referred Customer). You will keep such information confidential, use it only to participate in the Program, and not disclose it except as required by law (with prompt notice where permitted). This Section survives termination for three years (longer for trade secrets). Customer Data and NPI (as defined in the Terms of Service) are subject to the Terms of Service and applicable law, not this Program.

14.1 Participant representations and warranties. You represent and warrant, on enrollment and on each Referral, that:

• (a) you have the authority to enter into this Agreement (and, if accepting for an organization, to bind it);
• (b) Employer/principal consent. If you are an employee, officer, owner, contractor, or agent of another organization, your participation and receipt of Commissions do not violate any duty, policy, fiduciary obligation, or agreement you owe your employer or principal, and where you refer, recommend, or influence the purchasing decision of your own employer or principal, you have obtained any consent your employer or principal requires. You will not accept a Commission as an undisclosed inducement to steer your employer’s or principal’s business in violation of any duty you owe them;
• (c) your participation and promotional activity comply with all applicable laws, including the FTC Act and FTC rules/guides, the CAN-SPAM Act, the TCPA, intellectual-property laws, and applicable insurance and privacy laws;
• (d) you are not on any U.S. sanctions or denied-party list and will not receive Commissions for or on behalf of any such person (Section 14.5); and
• (e) the information you provide (including state, payout, and tax information) is accurate and kept current.

14.2 Indemnification by Participant. You will indemnify and hold harmless Stateable, its Affiliates, and their respective officers, directors, employees, and agents from and against any third-party claim, and any resulting losses, damages, fines, penalties, and reasonable attorneys’ fees, arising out of or relating to (a) your promotional activity, advertising, claims, or statements about Stateable; (b) your breach of this Agreement or the Guidelines; (c) your violation of any law; or (d) your tax or employment status or your breach of any duty to an employer or principal. Stateable controls the defense and may select counsel and settle, and will not settle a claim that imposes a non-indemnified obligation on you without your consent (not unreasonably withheld). Indemnity cap (individuals). For a Participant who is an individual, this indemnity is capped at the greater of $10,000 or the total Commissions paid to you in the 12 months before the claim, except there is no cap for claims arising from that individual’s own intentional misconduct, fraud, third-party IP infringement, or violation of advertising, anti-spam, or insurance law. Entity Participants indemnify without that cap.

14.3 Records and audit. You will keep reasonable records of your promotional materials, claims, disclosures, and any consents you rely on, and provide them on reasonable request. Stateable may review your promotional channels and require you to correct or remove non-compliant material.

14.4 Anti-fraud reservation. Stateable may withhold, delay, reduce, reverse, or deny unearned Commissions, and suspend or remove you, where it reasonably suspects fraud, self-referral, manufactured or fake accounts, cookie-stuffing, last-touch hijacking, brand-bidding, circular referrals, or other abuse. Commissions procured by fraud or manufactured attribution are forfeit whether or not earned; only in such fraud cases does Stateable reserve the right to pursue recovery beyond offset. Stateable’s reasonable determinations under this Section are final.

14.5 Sanctions / OFAC. You will comply with U.S. economic-sanctions and export-control laws and represent you are not subject to comprehensive U.S. sanctions or on any U.S. denied-party list. Stateable may withhold or terminate to comply with these laws.

14.6 Dormancy. If your Program account has no qualifying activity and no payable balance for 12 consecutive months, Stateable may close it on notice. Any Earned, payable Commission is not forfeited on dormancy — it remains payable and, if unclaimed, is escheated to the appropriate state under applicable unclaimed-property law, not swept to Stateable.

Term. This Agreement applies from your acceptance until terminated.

Termination by you. You may leave the Program at any time by contacting partners@stateable.io or using any in-product control provided. Earned, above-minimum Commissions remain payable, subject to Sections 7–9.

Termination or suspension by Stateable. Stateable may suspend or terminate your participation, withhold payouts, and (for material breach, fraud, self-referral, or unlawful conduct) declare unearned Commissions forfeited, immediately and at its discretion, with or without cause. Forfeiture applies only to unearned Commissions, except that Commissions procured by your fraud, self-referral, or manufactured attribution may be forfeited and recovered whether or not earned. Where termination is without cause and without your breach, Commissions and the 5% Override on Referrals registered before termination continue to accrue and be paid for the remainder of their respective 24-month terms, so long as the Referred Customer remains active and pays, at the blended marginal rate in effect on the termination date (frozen for the remainder of the tail). Where termination is for cause or for your breach, only Commissions Earned as of termination are payable.

Effect of termination. On termination your right to make new Referrals and to use the Program Marks ends. If your Commission balance is negative at termination, Stateable absorbs the shortfall and will not pursue you for it, except in cases of fraud. Sections 3, 5 (as to any post-termination payment on the pre-termination book), 7, 9, 11, 13, 14, 17, 18, 19, 20, and 22 survive.

Stateable may modify the Program and this Agreement — including Commission rates, terms, thresholds, eligibility, attribution rules, and Restricted States — prospectively. For material changes, Stateable will provide notice by email or in-product notice and indicate the new version. Changes apply only to Referrals registered after the change’s effective date, and never reduce or affect Commissions already Earned. Stateable may require renewed acceptance of a new version as a condition of continuing to register new Referrals; declining makes you ineligible to register new Referrals, but does not forfeit or delay payout of Commissions you have already Earned.

THE PROGRAM AND ALL PROGRAM MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” STATEABLE DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. STATEABLE DOES NOT WARRANT ANY LEVEL OF REFERRALS, CONVERSIONS, OR EARNINGS. NO ADVICE OR INFORMATION FROM STATEABLE CONSTITUTES LEGAL, TAX, ACCOUNTING, OR INSURANCE ADVICE; YOU ARE RESPONSIBLE FOR DETERMINING WHETHER YOUR PARTICIPATION IS PERMITTED UNDER LAWS THAT APPLY TO YOU.

EXCEPT FOR AMOUNTS PROPERLY OWED TO YOU AS EARNED COMMISSIONS, STATEABLE’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THE PROGRAM OR THIS AGREEMENT WILL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO YOU IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY. THESE LIMITATIONS DO NOT APPLY TO YOUR INDEMNIFICATION OBLIGATIONS UNDER SECTION 14.2 (WHICH, FOR INDIVIDUAL PARTICIPANTS, ARE SUBJECT TO THE CAP STATED IN SECTION 14.2) OR TO LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.

This Agreement is governed by the laws of the State of New York, without regard to its conflict-of-laws principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in New York County, New York, and waive any objection to that jurisdiction or venue. Each party knowingly, voluntarily, and intentionally waives any right to a trial by jury in any action arising out of or relating to the Program or this Agreement. Notwithstanding the foregoing, Stateable may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

You may not assign or transfer this Agreement or any rights under it (including any right to Commissions) without Stateable’s prior written consent. Stateable may assign this Agreement (a) to an Affiliate, (b) in connection with a merger, acquisition, reorganization, or sale of substantially all of its assets, or (c) in connection with a future reincorporation and any related entity restructuring, to the resulting entity. Any attempted assignment in violation of this Section is void.

Notices to Stateable must be sent to partners@stateable.io (with a copy to legal@stateable.io) and, where a physical notice is required, to STACKBOOST LLC, Attn: Legal, 85 Delancey Street, PH 1, New York, NY 10002. Notices to you may be sent to the email address on file for your Program account or by in-product notice, and are effective on sending.

Entire agreement. This Agreement, together with the Terms of Service, Privacy Policy, and the Referral Advertising Guidelines, is the entire agreement between the parties regarding the Program and supersedes all prior understandings on that subject. In case of conflict regarding the Program, this Agreement controls over the general Terms of Service.

Severability; waiver. If any provision is held unenforceable, the remaining provisions remain in effect and the provision is modified to the minimum extent necessary to make it enforceable. No failure or delay in exercising a right is a waiver of it.

No third-party beneficiaries. There are no third-party beneficiaries to this Agreement.

Force majeure. Neither party is liable for any delay or failure (other than payment of Earned Commissions) caused by events beyond its reasonable control.

Electronic acceptance and records. You agree this Agreement may be accepted electronically and that Stateable’s records of your acceptance (including version, content hash, timestamp, and related metadata) are admissible evidence of your agreement.

Questions about the Program or this Agreement?

STACKBOOST LLC (d/b/a Stateable)
Email: partners@stateable.io · legal@stateable.io
Web: stateable.io
Attn: Legal, 85 Delancey Street, PH 1, New York, NY 10002