OPSCALE EXCHANGE LLC
REFERRAL PARTNER AGREEMENT
Version 2.0
This Referral Partner Agreement ("Agreement") is between OPSCALE EXCHANGE LLC, a Colorado limited liability company ("Opscale"), and the undersigned individual or entity ("Partner"), effective on the date Partner signs below.
Opscale helps businesses recover money they are owed, including tax credits, tariff overpayments, and other government incentives. Partner introduces business owners to Opscale. Opscale does the work, collects the fee, and pays Partner a share of what it collects. That is the whole arrangement. This Agreement is written to be read and understood without a lawyer.
1. What Partner Does
Partner introduces prospective clients to Opscale through the referral process Opscale provides, and explains at a high level what Opscale does.
Partner does not:
• Give legal, tax, or financial advice.
• Perform, or attempt to perform, any recovery, filing, study, or advisory work.
• Present itself as the provider of the service.
Opscale performs all analysis, documentation, filing, and advocacy. Opscale owns the client relationship and decides which referrals it accepts and which engagements it takes.
There is no cost to become a Referral Partner.
2. Independent Contractor
Partner is an independent contractor. Partner is not an employee, agent, partner, or legal representative of Opscale, is not entitled to benefits, is responsible for its own federal, state, and local taxes, will receive a Form 1099 where required by law, and has no authority to bind Opscale to anything. Nothing in this Agreement creates an employment, partnership, or joint venture relationship.
If Partner holds a CPA license, an enrolled agent credential, or another professional license, Partner must tell Opscale before submitting a referral. Additional disclosure rules may apply to Partner, and a different agreement may be required.
3. What Counts as a Qualified Referral
A referral qualifies when all of the following are true:
• Partner submitted it through the Opscale referral process before anyone else did.
• The client was not already known to Opscale, working with Opscale, or in process at Opscale.
• No other partner had already registered the client.
• The client signs an engagement with Opscale or one of its service partners.
• Opscale actually receives and clears payment on that engagement.
Opscale determines qualification in good faith and in a commercially reasonable manner.
4. What Partner Is Paid
Partner is paid the referral fee set out in Exhibit A, which is part of this Agreement.
Exhibit A states each fee two ways: as a share of what Opscale collects, and, where the fee is a percentage, as the resulting percentage of the client's refund or credit. Both describe the same payment.
Partner is paid only on money Opscale actually receives and clears. Nothing is owed on estimated, projected, invoiced, or uncollected amounts.
5. Downline Override, One Level
If Partner personally sponsors another Referral Partner who signs this Agreement, Partner is paid 10% of the referral fees that partner earns, for as long as both agreements are in good standing.
The override runs one level only. Partner is not paid on anyone below the partner it personally sponsored. There are no ranks, titles, qualification volumes, or group bonuses in this program.
Opscale pays the override out of its own share. It does not reduce the sponsored partner's fee.
6. When Partner Gets Paid
• Referral fees are calculated weekly, for the period ending Monday at 11:59 p.m. Pacific.
• Payment is issued the following Tuesday, eight days after the period closes, to the account Partner has on file.
• Partner must be in good standing under this Agreement on the payment date.
7. When Partner Does Not Get Paid
No referral fee is owed on:
• Engagements that are cancelled, voided, or never completed.
• Revenue Opscale does not collect, writes off, or has in dispute.
• Clients already known to or engaged with Opscale before Partner's introduction.
• A refund advance or other funding on an engagement where Opscale performed the underlying recovery work. Partner is already paid on that recovery, and the advance only moves the payment forward.
If Opscale refunds, reverses, or is required to return money it has already paid a referral fee on, that fee is reversed. Opscale may offset the amount against future payments or invoice Partner for it.
8. Conduct and Compliance
Partner will operate honestly, follow Opscale policy, and comply with applicable law, including FTC advertising rules and the Opscale Exchange Affiliate Marketing Policy, which is incorporated into this Agreement by reference.
Partner will not:
• Make false, misleading, or exaggerated claims.
• Guarantee a result, a recovery amount, or a timeline.
• Quote a fee, a rate, or a schedule Opscale has not published.
• Present itself as an Opscale employee, a tax professional, or a legal advisor.
• Use marketing materials Opscale has not approved in writing.
Opscale may update its compliance standards on written notice.
9. Confidentiality
Partner will keep Opscale's non-public information confidential, including client data, fee structures, compensation terms, business strategy, and internal processes. This obligation continues after this Agreement ends.
10. Brand and Materials
Opscale's names, marks, and materials remain Opscale's property. Partner may refer to Opscale by name for the limited purpose of introducing prospective clients, and may use materials Opscale provides.
Partner may not create branded materials, register domains or social accounts using Opscale's name, alter Opscale's branding, or use the name, logo, or mark of any Opscale funding, legal, accounting, or technology partner.
11. Non-Solicitation and Non-Circumvention
For the term of this Agreement and for twenty four (24) months after it ends, Partner will not solicit an Opscale client for a competing recovery, tax credit, or incentive service, and will not divert a relationship introduced through the platform to a competitor.
Opscale will not use Partner's introductions to go around Partner on the opportunities Partner brought.
12. Term and Termination
Either party may terminate on thirty (30) days written notice. Opscale may terminate immediately for a compliance or legal violation, fraud, misrepresentation, disparagement, or a material breach.
After termination, Partner continues to be paid on referrals submitted before termination for as long as those clients generate collected revenue, subject to Sections 7 and 8. The downline override in Section 5 ends on termination.
13. Changes to Exhibit A
Opscale may change Exhibit A on thirty (30) days written notice. A change does not reduce the fee on any referral submitted before it takes effect. Continued participation after the effective date is acceptance of the change.
14. Indemnification
Partner will indemnify, defend, and hold harmless Opscale and its officers, managers, employees, and agents from any claim, damage, loss, or liability arising from Partner's acts or omissions, misrepresentations to prospects or clients, violation of law, or breach of this Agreement.
15. Non-Exclusivity and Non-Disparagement
Partner may pursue other business and other referral relationships, provided they do not conflict with this Agreement or misrepresent Partner's relationship with Opscale. Neither party will disparage the other.
16. General
Governing law and disputes. Colorado law governs, without regard to conflict of law principles. The parties will first attempt to resolve any dispute through good faith mediation. If mediation does not resolve it, the dispute will be settled by binding arbitration before JAMS in Denver, Colorado. Venue for any action to enforce an award or to seek injunctive relief is Douglas County, Colorado.
Entire agreement. This Agreement, together with Exhibit A and the Opscale Exchange Affiliate Marketing Policy, is the entire agreement between the parties on this subject and replaces any prior referral or advisor agreement between them. It may be amended only in writing.
Electronic signature. This Agreement may be signed electronically, and an electronic signature is as binding as a handwritten one.
Partner representations. Partner represents that it is authorized to enter this Agreement, is not bound by a conflicting agreement, and will act lawfully and ethically throughout the term.
EXHIBIT A
REFERRAL FEE SCHEDULE
Effective [DATE]
Partner is paid on the money Opscale actually collects from a Qualified Referral. The middle column is the rule. The right column shows what that rule works out to as a percentage of the client's own refund or credit, so there is no arithmetic to do.
Program Partner is paid Which is
IEEPA Tariff Refund 10% of the fee Opscale collects (Opscale collects 20% of the refund) 2.0% of the client's refund
R&D Tax Credit 10% of the fee Opscale collects (Opscale collects 20% of the credit) 2.0% of the client's credit
FICA Tip Credit 10% of the fee Opscale collects (Opscale collects 20% of the credit) 2.0% of the client's credit
Cost Segregation $500 flat per completed study Flat fee, no percentage
Specialty Tax Desk
Start-up fee 10% of the start-up fee Opscale collects from the firm One time, at signing
Specialty Tax Desk
Annual service fee 10% of the annual service fee Opscale collects from the firm Every year the firm renews
Specialty Tax Desk
Firm fee-back 10% of whatever the referred firm is paid by Opscale 0.3% of the client's recovery, at the firm's current 3% fee-back
Refund Advance
Opscale did not do the recovery work 10% of the service fee Opscale collects on the advance 0.5% of the advance, at the current [5]% service fee
Refund Advance
Opscale did the recovery work No additional fee Partner is already paid on the recovery itself
Any other program 10% of the fee Opscale collects, unless a different rate is published for that program Published before the program opens
Downline override 10% of the referral fees earned by a partner that Partner personally sponsored One level only
Worked examples
• A $150,000 tariff refund. Opscale collects $30,000. Partner is paid $3,000.
• A $100,000 R&D credit. Opscale collects $20,000. Partner is paid $2,000.
• One completed cost segregation study. Partner is paid $500.
• A referred CPA firm signs the Specialty Tax Desk at $15,000 start-up and $7,500 first year service. Partner is paid $1,500 plus $750, then $1,000 each year the firm renews at $10,000.
• That firm's client claims a $100,000 R&D credit and the firm is paid $3,000. Partner is paid $300.
• A partner that Partner personally sponsored earns $3,000 on a tariff refund. Partner is paid $300.
Every fee above is paid only on money Opscale actually collects and clears, and is subject to the eligibility, exclusion, and reversal terms in Sections 4, 6, and 7 of the Agreement. No recovery amount, credit amount, or timeline is guaranteed to any client.