This agreement is between Scale Up Advisors (“Scale Up”) and the Referral Partner named on the Acceptance Form below (“you”). It takes effect when Scale Up accepts your Acceptance Form and welcomes you into the Referral Circle. It is written to be read in two minutes.

1. The arrangement. You refer prospective clients to Scale Up. Scale Up delivers all services and bills the client directly. This is a referral relationship, not a resale: you never bill the client for Scale Up’s work and you take on no delivery obligation.

2. Your commission. Scale Up pays you 15% of the fees it actually collects from a client you referred, for 24 months from that client’s first paid engagement. Commissions are paid monthly, on the 15th, for the prior month’s collections. If your professional rules limit referral compensation, tell us and we will waive the commission. Your referrals are just as welcome.

3. What counts as your referral. A prospect is credited to you when you introduce them, by a personal introduction, your affiliate link, or a named referral, and they were not already in conversation with Scale Up. If two partners refer the same prospect, the first documented introduction is credited.

4. No cost, no obligation. Joining is free. There is no quota and no exclusivity. Refer as often or as rarely as you like.

5. Payment and taxes. Commissions are paid by ACH to the payee named on your Acceptance Form. You are an independent contractor responsible for your own taxes, and Scale Up will issue a 1099 where required.

6. Confidentiality. Each party keeps the other’s and any client’s confidential information private, both during and after this agreement.

7. How you represent Scale Up. You will describe Scale Up honestly, make no promises or guarantees on its behalf, and follow applicable marketing and privacy laws, including honoring opt-outs if you use email or SMS.

8. Term and ending it. Either party may end this agreement in writing at any time. Commissions already earned on clients you referred continue to be paid for the remainder of each client’s 24-month window.

9. Independent parties. You are an independent contractor, not an employee, partner, or agent of Scale Up, and you may not sign contracts or create obligations on its behalf.

10. Limitation of liability. Neither party is liable to the other for indirect or consequential damages. Scale Up’s total liability under this agreement will not exceed the commissions it paid you in the prior 12 months.

11. Governing law. This agreement is governed by the laws of the State of California.

12. Electronic signature. Signatures delivered electronically are valid and binding, and count as originals.