CONNECT REFERRAL PARTNER TERMS OF SERVICE - CONNECT FORM
Last Updated October 21 2026
These Connect Referral Partner Terms of Service (the "Terms") are a binding agreement between Transactly, Inc., a Delaware corporation doing business as Connect ("Connect"), and the business or other legal entity accepting these Terms ("Referral Partner").
Referral Partner may accept these Terms directly through Connect or through Maxwell or another technology, platform, integration, or distribution partner authorized by Connect to present these Terms and obtain Referral Partner's acceptance (an "Authorized Platform Partner"). By executing or accepting Commercial Terms that incorporate these Terms, electronically accepting these Terms, enabling the Connect Form, or participating in the Program after receiving these Terms, Referral Partner agrees to be bound by them. The individual accepting these Terms represents that the individual has authority to bind Referral Partner.
1. Definitions
"Authorized Platform Partner" has the meaning stated above.
"Chargeback" means any reversal, clawback, refund, cancellation, or reduction of revenue attributable to a Referred Consumer's cancellation or modification of a Commissionable Service, regardless of when Connect receives notice of or incurs the reversal, clawback, refund, cancellation, or reduction.
"Commercial Terms" means an order form, exhibit, enrollment record, platform agreement, or other written or electronic instrument that identifies Referral Partner, incorporates these Terms or records Referral Partner's acceptance of them, and establishes the Revenue Share Percentage or other partner-specific commercial terms.
"Commissionable Services" means the home-related products and services that Connect designates as eligible for Revenue Share in the applicable Commercial Terms, Program materials, or current commissionable-services schedule. Connect may modify Commissionable Services prospectively in accordance with Section 22.
"Connect Form" means the consumer-facing form, interface, workflow, link, or other mechanism provided or approved by Connect through which a consumer may voluntarily submit information and request assistance from Connect.
"Connect Platform" means Connect's technology platform and related services used to identify, evaluate, and procure home-services solutions for consumers, as updated from time to time.
"Monthly Commissionable Revenue" means commission payments actually received and retained by Connect from Service Providers during a calendar month that are attributable to Commissionable Services activated for Qualified Referrals, excluding taxes, pass-through charges, fraudulent or uncollectible amounts, amounts subject to a Chargeback, and amounts that applicable law prohibits Connect from sharing with Referral Partner.
"Program" means Connect's referral partner program governed by these Terms.
"Qualified Referral" means a Referred Consumer who has not previously been submitted to or served by Connect through another source at the same service address and is not already a Connect customer at the time the consumer submits the Connect Form, as reasonably determined by Connect in good faith.
"Referred Consumer" means a consumer who voluntarily submits a Connect Form through a channel that Connect can reasonably attribute to Referral Partner.
"Revenue Share" means the compensation payable under Section 2.4.
"Revenue Share Percentage" means the percentage specified in the Commercial Terms. It is not established or modified by these Terms.
"Service Provider" means an independent third party contracted with Connect that provides Commissionable Services to consumers.
2. Program Participation Referrals and Compensation
2.1 Connect Form. During the Term, Referral Partner may make the Connect Form available through the implementation or channel approved by Connect or an Authorized Platform Partner. Referral Partner must not modify, remove, obscure, supplement, or interfere with the Connect Form or any consent mechanism, disclosure, privacy notice, terms of service, branding, attribution technology, or other content presented through it.
2.2 Direct Consumer Submission. A consumer who elects to submit the Connect Form provides the information entered into the Connect Form directly to Connect. Referral Partner must not submit the Connect Form for a consumer, represent that a consumer has provided consent when the consumer has not done so through the Connect Form, or prepopulate the Connect Form with personal information unless Connect has approved the method and the consumer has authorized it.
2.3 Qualified Referrals and Attribution. Connect may accept or reject a consumer request and will determine in good faith whether a Referred Consumer is a Qualified Referral. Connect will attribute Referred Consumers and activated Commissionable Services using the identifiers, links, integration records, platform records, or other attribution methods established by Connect or the applicable Authorized Platform Partner. Connect's determinations will be final and binding absent manifest mathematical or attribution error.
2.4 Revenue Share. Subject to these Terms, Connect will pay Referral Partner a referral fee equal to the Revenue Share Percentage multiplied by Monthly Commissionable Revenue generated by Qualified Referrals. A Revenue Share Percentage must be expressly agreed in writing in the applicable Commercial Terms. If no Revenue Share Percentage has been agreed in writing, Referral Partner is not entitled to Revenue Share. Revenue Share is the sole compensation payable to Referral Partner under the Program, and Referral Partner has no right to other fees, royalties, or payments from Connect.
2.5 Payment Timing. Revenue Share will be calculated monthly and paid within forty-five (45) days after the end of the preceding calendar month, subject to Connect's Chargeback rights under Section 4 and receipt of the tax and payment information required by Section 2.6. Connect may use a third-party payment processor.
2.6 Tax and Payment Information. Connect has no obligation to remit payment until it has received a complete and valid IRS Form W-9 or other applicable tax documentation and accurate payment instructions. Referral Partner must provide updated information within ten (10) business days after a change. Referral Partner is responsible for taxes imposed on Revenue Share paid to it, other than taxes based on Connect's net income.
2.7 Legally Restricted Payments. Revenue Share is payable only to the extent permitted by applicable law. Connect may exclude or withhold Revenue Share associated with a product, service, provider, transaction, consumer category, or jurisdiction if Connect reasonably determines that payment would violate or create a material risk of violating applicable law. The parties will cooperate in good faith to modify or discontinue affected Program activity.
2.8 Payment Responsibility. Connect, and not an Authorized Platform Partner, is responsible for calculating and paying Revenue Share unless the Commercial Terms expressly provide otherwise. An Authorized Platform Partner does not guarantee, fund, or assume Connect's payment obligations merely because it presents the Connect Form, Commercial Terms, or these Terms.
3. Nonexclusive Relationship
Referral Partner's participation in the Program is nonexclusive unless the Commercial Terms expressly state otherwise. Referral Partner may make other products or services available to its customers and may participate in other referral or marketing programs, subject to its confidentiality and intellectual-property obligations under these Terms.
4. Chargebacks
4.1 Offset and Recovery. Connect may deduct Chargebacks from Revenue Share otherwise payable to Referral Partner. If Chargebacks exceed Revenue Share payable for a month, Connect may carry the excess forward and deduct it from future payments. If no future payment is available or reasonably expected, Connect may invoice Referral Partner for the resulting overpayment, and Referral Partner will pay the undisputed amount within thirty (30) days after receiving reasonable supporting documentation.
4.2 Reserve After Termination. Following expiration or termination, Connect may withhold otherwise-payable Revenue Share for up to one hundred eighty (180) days to account for Chargebacks. Within ten (10) business days after that period expires, Connect will remit any remaining withheld amount not then subject to a Chargeback, less applicable offsets. Expiration or release of the reserve does not prevent Connect from recovering a Chargeback received or confirmed later under Section 4.1.
4.3 Service Provider Actions. Connect is not liable to Referral Partner for Chargebacks imposed by a Service Provider. Connect's obligation is to accurately reflect confirmed Chargebacks in its calculations.
5. Reporting
Within forty-five (45) days after the end of each calendar month in which Revenue Share is earned, Connect will provide Referral Partner with a written summary report identifying Monthly Commissionable Revenue attributable to Qualified Referrals and the resulting Revenue Share. Connect may provide reports through an Authorized Platform Partner and in a format determined by Connect in its reasonable discretion. Reports may omit consumer-identifying information when it is unnecessary for payment verification or its disclosure is restricted by law, consumer authorization, or Connect's privacy obligations.
Referral Partner must notify Connect of a good-faith payment or reporting dispute within ninety (90) days after the applicable report or payment is made available. The notice must identify the disputed item and basis with reasonable specificity. Failure to provide timely notice waives the dispute to the extent permitted by law, except in cases of fraud or intentional concealment.
6. Term and Termination
6.1 Term. These Terms begin when Referral Partner accepts them or on the participation date stated in the Commercial Terms, whichever occurs first. Unless the Commercial Terms state otherwise, participation continues for an initial one-year term and automatically renews for successive one-year periods until terminated under this Section (the "Term").
6.2 Termination for Convenience. Either Connect or Referral Partner may terminate participation for convenience on ninety (90) days' prior written notice.
6.3 Termination for Cause. Either party may terminate participation immediately on written notice if the other party materially breaches these Terms and fails to cure the breach within thirty (30) days after receiving written notice describing it in reasonable detail, or becomes insolvent, makes a general assignment for the benefit of creditors, or has a receiver or trustee appointed for its business. Connect may suspend participation immediately while investigating reasonably suspected fraud, unauthorized submissions, misuse, a material security risk, or legal noncompliance.
6.4 Effect of Termination. Upon expiration or termination: (a) Referral Partner's right to make the Connect Form available or generate new Referred Consumers ends; (b) Revenue Share remains payable only for Qualified Referrals whose Commissionable Services were activated before the effective termination date, subject to Section 4; and (c) each party will return or destroy the other party's Confidential Information on written request, except that one archival copy may be retained under the retaining party's document-retention policies and remains subject to Section 8.
6.5 Survival. Sections 1, 2.4 through 2.8, 4, 5, 6.4, 6.5, 7 through 21, 23, and 24 survive expiration or termination to the extent applicable.
7. Intellectual Property
7.1 Connect Property. Connect retains all right, title, and interest in the Connect Platform, Connect Form, technology, trademarks, service marks, trade names, logos, content, documentation, processes, and other intellectual property developed by or for Connect. Nothing in these Terms transfers ownership to Referral Partner.
7.2 Limited License. During the Term, Connect grants Referral Partner a limited, nonexclusive, nontransferable, nonsublicensable, revocable license to display and use Connect's approved marks and marketing materials solely to participate in and promote the Program, and only in the form and manner approved by Connect. Referral Partner may not alter Connect's intellectual property or create derivative works from it.
7.3 Referral Partner Property. Referral Partner retains its marks and proprietary materials. During the Term, Referral Partner grants Connect a limited, nonexclusive license to use Referral Partner's approved name and marks solely to operate the Program, administer attribution, identify Referral Partner in an approved consumer workflow, and identify Referral Partner as a Program participant. Public announcements require prior written approval, except as required by law.
8. Confidentiality
8.1 Confidential Information. "Confidential Information" means nonpublic information disclosed by or for one party to the other in connection with the Program that is designated confidential or reasonably should be understood as confidential, including financial data, customer information, pricing, technology, security information, business plans, Service Provider terms, and nonpublic Commercial Terms. It excludes information that the receiving party can document: (a) becomes public without breach; (b) was lawfully possessed without restriction before disclosure; (c) is independently developed without use of the information; or (d) is lawfully received from a third party without confidentiality obligation.
8.2 Obligations. The receiving party will protect Confidential Information using at least reasonable care, use it only to perform or exercise rights under these Terms, and disclose it only to personnel, contractors, service providers, and professional advisers who need to know it and are subject to appropriate confidentiality duties.
8.3 Required Disclosure. A receiving party required by law or court order to disclose Confidential Information will provide prompt prior notice when legally permitted and reasonable cooperation, at the disclosing party's expense, to seek protective treatment.
8.4 Survival. Confidentiality obligations survive expiration or termination for three (3) years, except that trade-secret obligations continue for as long as the information remains a trade secret under applicable law.
9. Consumer Consent and Communications Compliance
9.1 Voluntary Participation. Referral Partner must not state or imply that a consumer must submit the Connect Form, use Connect, purchase from a Service Provider, or consent to communications as a condition of applying for, obtaining, closing, maintaining, or receiving favorable terms for a mortgage loan, financial product, or other product or service.
9.2 Connect Consent Responsibilities. Connect is responsible for the disclosures and consent mechanisms presented through the Connect Form, maintaining legally required records of consent obtained through the Connect Form, and complying with laws governing communications initiated by or for Connect. Connect and its vendors will communicate only within the scope of applicable consent and will obtain any separate consent required for additional communications.
9.3 Referral Partner Communications. Referral Partner is solely responsible for communications that it or its employees, contractors, agents, or vendors initiate, including compliance with laws governing dialing technology, message content, frequency, timing, opt-outs, and record retention. Nothing in these Terms authorizes Referral Partner to communicate on Connect's behalf.
9.4 Evidence of Consent. On reasonable written request, each party will provide the other with commercially reasonable evidence of consent within its possession or control, subject to law and applicable retention policies.
10. Personal Information and Security
10.1 Direct Collection. Information entered into the Connect Form is submitted directly to Connect. Connect may use it to provide requested services, communicate within the scope of consent, identify suitable Service Providers, operate and secure the Program, prevent fraud, comply with law, and as otherwise described in the privacy notice presented to the consumer.
10.2 Restrictions. Connect will not sell consumer personal information or disclose it to nonaffiliated third parties for purposes unrelated to providing the consumer-requested services, except with the consumer's authorization or as required by law. Referral Partner has no right to receive personal information submitted through the Connect Form merely because Connect attributes the consumer to Referral Partner.
10.3 Independent Responsibilities. Unless the parties agree otherwise in writing, each party independently controls personal information in its possession and is responsible for its own notices, lawful basis, data practices, and security safeguards. Referral Partner may use personal information received from Connect only for the Program purpose for which it was disclosed and may not use it for independent marketing without the consumer's prior consent.
10.4 Security Incidents. Each party will maintain reasonable administrative, technical, and physical safeguards appropriate to the information it controls and will notify the other without unreasonable delay of a confirmed security incident materially affecting the other party or the Program.
11. Representations Warranties and Conduct
11.1 Mutual Representations. Each party represents that it is duly organized and validly existing, has authority to accept and perform these Terms, and will comply with laws applicable to its performance.
11.2 Connect Representations. Connect represents that it will operate the Connect Form and administer consumer consents and Connect-initiated communications in material compliance with applicable law.
11.3 Referral Partner Representations. Referral Partner represents that it will not alter the Connect Form; submit consumer information without authorization; make unauthorized statements or promises for Connect or a Service Provider; generate submissions through bots, fictitious identities, or other artificial or fraudulent means; or use deceptive, unfair, abusive, discriminatory, coercive, or misleading practices in connection with the Program.
11.4 Regulatory Cooperation. Referral Partner will promptly notify Connect of a material consumer complaint, regulatory inquiry, security incident, or suspected misuse relating to the Program and will reasonably cooperate with Connect's investigation. Nothing in these Terms requires either party to give or accept a payment prohibited by law, including an unlawful payment for the referral of settlement-service business.
12. Relationship of the Parties and Platform Partners
Connect and Referral Partner are independent contractors. These Terms do not create a partnership, joint venture, agency, franchise, employment, or fiduciary relationship. Neither party may bind the other. Each is responsible for its personnel, taxes, and expenses.
An Authorized Platform Partner may present these Terms and record acceptance as authorized by Connect, but is not authorized to amend them for Connect unless Connect expressly agrees in writing. An Authorized Platform Partner is not a party to these Terms merely because it distributes the Connect Form or facilitates participation, and has no responsibility for Connect's consumer communications, services, reporting, or Revenue Share payments unless separate written terms expressly provide otherwise.
13. Indemnification
13.1 By Referral Partner. Referral Partner will indemnify, defend, and hold harmless Connect and its affiliates, officers, directors, employees, and agents from third-party claims, damages, losses, liabilities, penalties, costs, and reasonable attorneys' fees arising from: (a) Referral Partner's breach of these Terms; (b) Referral Partner's violation of law; (c) Referral Partner's unauthorized communication, statement, marketing material, or consumer submission; (d) Referral Partner's gross negligence or willful misconduct; or (e) materials supplied by Referral Partner infringing a third party's intellectual-property rights.
13.2 By Connect. Connect will indemnify, defend, and hold harmless Referral Partner and its affiliates, officers, directors, employees, and agents from third-party claims, damages, losses, liabilities, penalties, costs, and reasonable attorneys' fees arising from: (a) Connect's breach of these Terms; (b) Connect's violation of law; (c) communications initiated or authorized by Connect outside the scope of applicable consent; (d) unmodified Connect materials supplied and authorized by Connect infringing a United States intellectual-property right; or (e) Connect's gross negligence or willful misconduct. Connect has no obligation for an infringement claim caused by unauthorized modification, combination, or use.
13.3 Procedure. The indemnified party must notify the indemnifying party promptly and no later than thirty (30) days after becoming aware of a claim, except that delay relieves the indemnifying party only to the extent materially prejudiced. The indemnifying party controls the defense and settlement, and the indemnified party will reasonably cooperate at the indemnifying party's expense. A settlement may not impose liability, an admission, obligation, or restriction on the indemnified party without its prior written consent.
14. Limitation of Liability
14.1 Excluded Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, BUSINESS, OR GOODWILL, ARISING FROM OR RELATING TO THESE TERMS, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY.
14.2 Liability Cap. EXCEPT FOR THE EXCLUSIONS IN SECTION 14.3, EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATING TO THESE TERMS WILL NOT EXCEED THE TOTAL REVENUE SHARE ACTUALLY PAID BY CONNECT TO REFERRAL PARTNER DURING THE THREE (3) CALENDAR MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
14.3 Exceptions. Sections 14.1 and 14.2 do not apply to: (a) Connect's obligation to pay earned Revenue Share; (b) indemnification obligations for third-party claims; (c) breach of Section 8; (d) infringement or misuse of the other party's intellectual property; (e) fraud, gross negligence, or willful misconduct; or (f) liability that cannot lawfully be limited.
15. Disclaimers
EXCEPT FOR EXPRESS WARRANTIES IN THESE TERMS, THE PROGRAM, CONNECT FORM, CONNECT PLATFORM, REPORTS, MATERIALS, AND RELATED SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, CONNECT DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
Connect does not warrant that every submission will become a Qualified Referral or produce a Commissionable Service, that any Commissionable Service or Service Provider will remain available, that the Program will be uninterrupted or error-free, or that Referral Partner will earn a minimum amount. This Section does not limit Connect's express obligation to pay Revenue Share already earned.
16. Force Majeure
Neither party is liable for delay or failure caused by circumstances beyond its reasonable control, including natural disasters, pandemics, governmental action, war, terrorism, labor disputes, utility failures, or Internet or telecommunications outages, except for payment obligations already due. The affected party will promptly notify the other and use commercially reasonable efforts to resume performance. If the event continues for more than sixty (60) consecutive days, either party may terminate participation on written notice without liability other than accrued obligations.
17. Dispute Resolution
17.1 Informal Resolution. Before initiating arbitration, the parties will attempt in good faith to resolve a dispute through negotiation between senior representatives for thirty (30) days after written notice describing the dispute and requested relief.
17.2 Arbitration. An unresolved dispute arising from or relating to these Terms will be finally and exclusively resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules then in effect, as modified by these Terms. One arbitrator will conduct the proceeding in English in Wilmington, Delaware, unless the parties agree to remote proceedings or another location. The award is final and may be entered as a judgment in any court of competent jurisdiction.
17.3 No Class Arbitration. Claims may be brought only in each party's individual capacity. The arbitrator has no authority to hear or determine a class, collective, consolidated, or representative proceeding without all affected parties' written consent. EACH PARTY WAIVES THE RIGHT TO PARTICIPATE IN A CLASS ACTION.
17.4 Equitable Relief. Either party may seek emergency or interim injunctive or equitable relief from a court of competent jurisdiction to prevent irreparable harm pending arbitration.
18. Governing Law
Delaware law governs these Terms without regard to conflict-of-laws principles. For proceedings to enforce an arbitration award or seek emergency equitable relief, the parties consent to exclusive jurisdiction and venue in the state and federal courts located in Wilmington, Delaware, and waive objections to venue.
19. Notices
Operational, payment, amendment, suspension, and termination notices may be delivered by email to the address associated with Referral Partner's enrollment, through an Authorized Platform Partner or Program interface, or by another reasonable electronic method. Formal legal notices must be in writing and are effective when delivered personally, one business day after deposit with a nationally recognized overnight courier with charges prepaid, or when sent by email with nonautomated confirmation of receipt. Notices will be sent to the contact information in the Commercial Terms, Program interface, or other address a party designates in writing.
20. Entire Agreement and Order of Precedence
20.1 Entire Agreement. These Terms and the applicable Commercial Terms are the entire agreement between Connect and Referral Partner concerning the Program and supersede prior discussions and agreements on that subject. They do not replace separate agreements governing unrelated services.
20.2 Order of Precedence. If these Terms conflict with the Commercial Terms, the Commercial Terms control with respect to the Revenue Share Percentage and any other partner-specific commercial terms expressly set forth in the Commercial Terms. Any modification of another provision of these Terms is effective only if the Commercial Terms expressly identify the provision being modified and Connect has approved the modification in writing. These Terms otherwise govern the direct relationship between Connect and Referral Partner.
20.3 Separate Platform Agreements. A separate agreement between Connect and an Authorized Platform Partner does not grant Referral Partner rights or impose obligations on Referral Partner unless expressly stated in these Terms or the Commercial Terms. No Authorized Platform Partner is a third-party beneficiary of these Terms merely because it facilitates the Program.
21. Assignment
Referral Partner may not assign, delegate, or transfer its rights or obligations without Connect's prior written consent. Connect may assign these Terms without consent in connection with a merger, acquisition, reorganization, sale of all or substantially all relevant assets, or to an entity controlling, controlled by, or under common control with Connect. Any prohibited assignment is void. These Terms bind and benefit the parties and their permitted successors and assigns.
22. Changes to the Program and These Terms
22.1 Program Changes. Connect may prospectively add, remove, or modify Commissionable Services, Service Providers, Connect Form content, features, attribution technology, and other operational aspects of the Program. Connect will provide reasonable notice of a material change when practicable. No change will retroactively eliminate Revenue Share already earned.
22.2 Changes to These Terms. Connect may update these Terms by giving at least thirty (30) days' advance notice of a material change through email, an Authorized Platform Partner, the Program interface, or another reasonable electronic method. Changes apply prospectively and may not reduce Revenue Share already earned, change the Revenue Share Percentage, or retroactively alter accrued rights or liabilities. A Revenue Share Percentage may be changed only through the method required by the Commercial Terms. If Referral Partner does not agree to a material change, it may terminate participation before the change takes effect; continued participation after that date constitutes acceptance.
22.3 Immediate Changes. Connect may make an immediate change reasonably necessary to comply with law, address an urgent security risk, prevent fraud, or correct an obvious drafting error, with notice as soon as reasonably practicable.
23. Severability and Waiver
If a provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable or severed if modification is not possible, and the remainder will continue in effect. If the class-action waiver in Section 17.3 is unenforceable as to a claim, that claim must proceed in court rather than arbitration. A waiver must be in writing, applies only to the specific instance stated, and no delay or partial exercise waives a right.
24. Electronic Acceptance and Counterparts
Electronic acceptance of these Terms has the same effect as a handwritten signature. Connect and an Authorized Platform Partner may maintain electronic records showing the version accepted, date and time of acceptance, accepting individual, and associated Commercial Terms. Commercial Terms incorporating these Terms may be executed electronically and in counterparts, each deemed an original and together one instrument.
Legal