Brokerage Partnership Agreement

1. What this Commission Schedule covers and when it starts

This Commission Schedule is the agreement that sets out your brokerage’s commission terms, including recognition, eligibility, calculation, payment, adjustments, and financial rights when participation ends. It supplements the Brokerage Partnership Agreement and general Terms & Conditions. Those agreements still govern service use, privacy, content, employer subscriptions, and disputes. Section 13 explains the monthly payout timetable.

It takes effect when your authorized representative expressly accepts its published, identified version with the applicable agreement and general terms. We retain the version, accepting brokerage legal entity and representative, and effective date and time. A draft, invitation, marketing example, or account record does not accept the Commission Schedule or activate commission rights.

The recurring rate is 25% of eligible subscription revenue as defined in section 10. Section 13 allows conditional advances on qualifying initiated payments and sets payout timing by payment-initiation month. Section 15 covers existing business and future changes. Section 17 provides a reading guide.

2. Commission belongs to the brokerage entity

Commission belongs to the recognized brokerage legal entity, not personally to a broker, user, employee, or owner. Your brokerage handles internal allocations and obligations to its personnel. This Commission Schedule creates no individual-broker commission rights or payments from us.

Changing an owner, team assignment, or personal referral link does not change the brokerage entitled to commission. Transfer to another legal entity requires written authorization under the agreement.

Referral-partner compensation is separate and unchanged. A referral partner's introduction, your brokerage's introduction, and an internal broker assignment are distinct relationships.

3. How we recognize an introduction

The “Originating Brokerage” is the brokerage recognized for introducing an employer into that subscription relationship. We normally establish this through the assigned brokerage enrollment link or invitation used at enrollment, supported by brokerage, employer, enrollment, and payment identifiers. It is recognition for that relationship, not an unchangeable lifetime designation; section 7 covers qualifying returns.

The employer must genuinely authorize its enrollment. A lead, invitation, demo, account record, employee-access event, or unpaid attempt does not earn commission. Informal claims and portal estimates do not replace the required recognition and payment records.

An acquisition-source answer in direct enrollment does not automatically assign commission. We may review missing or incorrect attribution using business records and employer confirmation where appropriate. We retain the original financial records and document approved corrections separately.

4. Which employer business qualifies

Business must be a genuine, authorized employer subscription recognized to you under this Commission Schedule, with positive eligible subscription revenue or a qualifying advance under section 13. Each separately subscribing legal employer needs its own authorization and payment. Employee headcount, employee activity, and the number of HR or brokerage users do not create extra commission units.

Registering a brokerage, creating an employer record, sending an invitation, issuing an invoice, or keeping grace-period access does not earn commission. Free access, zero-dollar amounts, and unsuccessful or uncollected payments are not positive revenue. A section 13 advance on a genuinely initiated, processing payment is conditional on successful collection; it does not prove receipt of revenue.

Duplicate accounts, renaming, extra workspaces, replacement administrators, and changed email addresses do not create a new employer, second recognition right, or introductory incentive. Genuine related employers still need separate authorization and subscriptions.

5. Existing direct customers and uncaptured introductions

You do not automatically receive commission for an employer already enrolled directly or an earlier introduction outside your attributed enrollment flow. An exception requires a separate written agreement approved by us.

The written agreement must identify the employer, brokerage, scope, effective date, and any expressly included earlier period or introductory incentive. Otherwise, no retroactive payment or incentive is implied. An administrative correction, source response, or claimed sales conversation is not the required financial agreement. Explicit email agreement is sufficient under agreement section 21. We retain it with the affected recognition and financial records.

6. If the employer changes its servicing brokerage

For an ongoing subscription relationship, the Originating Brokerage keeps commission recognition if the employer changes its insurance broker, benefits adviser, servicing brokerage, or internal contact. Administrative reassignment does not transfer recognition.

The HR portal continues to identify only that Originating Brokerage as the introducer. This is factual credit, not authority over the employer's other relationships. After a section 7 qualifying return, current credit changes to the new relationship's introducer while history stays intact. Credit after departure must not suggest current participation or endorsement.

Financial recognition, HR introduction credit, authorized servicing access, and individual-user assignment are separate. Recognition never grants access to another organization's confidential information or employee wellness activity.

7. When a returning employer can have a new introducer

A cancellation request does not start inactivity while paid access or billing grace continues. A failed payment, account rename, or replacement enrollment record does not establish a qualifying return.

Once the subscription relationship genuinely ends and the employer completes six consecutive calendar months without entitlement, the brokerage bringing it back may receive recognition for the renewed relationship. If different, it becomes the new Originating Brokerage. Prior valid earnings and history stay intact; current HR credit shows only the renewed relationship's introducer.

Measure six months date to date from the recorded end of all paid access and applicable grace to the returning subscription's effective start, using Mountain Time (America/Denver). For example, April 10 to October 10 at the corresponding time qualifies. If the destination month lacks the corresponding day, use its last day. Restoring entitlement restarts the clock from its next end.

The same six-month rule applies to recognition and any future, separately agreed introductory incentive. This Commission Schedule offers no introductory incentive. A shorter interruption keeps the prior recognition, subject to eligibility, and does not reset an incentive. Returning through the same brokerage does not create a different legal employer. A restart does not revive rights ended for cause; a different eligible brokerage may qualify for the renewed relationship.

8. Commission after your brokerage leaves

Voluntary departure or termination without cause preserves commission on previously recognized business while it remains eligible. You do not need workspace access, new introductions, monthly outreach, or HR delivery to keep those rights.

Termination for cause ends future eligibility. It must meet the agreement's grounds and identify the effective date; suspending or deactivating access alone is not enough.

If substantiated misconduct is discovered after an ordinary departure, we may end surviving future eligibility on grounds that would have justified termination for cause. We must give written notice of the grounds, supporting basis, and proposed date, allow a reasonable opportunity to respond, and issue a final written finding with grounds and date. The cutoff is prospective: no backdating or automatic forfeiture of valid earlier earnings. An allegation or investigation alone does not end eligibility. Section 11 governs affected-amount holds and recoveries separately; dispute rights remain.

For cause, prorate the affected subscription period using the recorded start and end of the service period: time before the effective cutoff divided by the full period. Service at or after that instant is ineligible. Eligible earlier service may still generate commission when payment is initiated or collected later, including advances under section 13. Earned commission still requires actual collection; payment is not guaranteed.

We reconcile any advance covering a newly ineligible portion under sections 11 and 13. Valid earlier commission is not automatically forfeited. An employer's own subscription and paid access continue under its own terms.

9. Your own or an affiliated employer's subscription

A brokerage's own subscription or an affiliate's subscription needs disclosed relationships and our explicit approval. Both authorized representatives must agree. The approval must identify the legal entities involved. Using an enrollment link alone does not create a self-referral or affiliate exception. Email is sufficient under agreement section 21.

It must be a genuine, authorized, separately paid employer subscription. Fake employers, circular payments, false ownership information, manufactured restarts, and manipulated tier counts do not qualify. One subscription does not cover unauthorized entities.

Any specific recognition or incentive conditions must be included in the written approval. Approval alone does not create a special rate without an explicit financial exception.

10. The revenue we use and proof of payment

“Commissionable Subscription Revenue” means actual, successfully collected, tax-exclusive subscription revenue from eligible employer business. We adjust it for discounts, credits, refunds, reversals, and documented corrections. List price, unpaid invoices, taxes collected for remittance, and failed or uncollected payments do not count. Setup, professional-service, and other nonsubscription fees are excluded unless expressly included by written exception.

We do not deduct ordinary Stripe or other processing fees from this revenue basis. Any legally required tax withholding is shown separately. This Commission Schedule authorizes no extra administration fee or expense deduction.

A genuinely initiated payment is an authorized collection or debit instruction for a specific amount submitted to the processor and recorded as processing or successful. An invoice, future scheduled charge, payment-method setup, mandate, card authorization without collection, or internal “paid” mark alone is not enough.

Processor records must identify submission, amount, state, subscription, service period, and any failure, refund, credit, or reversal. Initiation month sets payout timing; the underlying service period sets the accepted rate, recognition, existing-business transition, and cause cutoff. We allocate payments covering multiple service periods, discounts, and adjustments to the relevant periods. A retry or replacement payment does not create a second commission for the same subscription obligation.

Successful payment confirmation does not have to wait for processor-balance availability or bank arrival. Processing payments support only the conditional advances in section 13. Later failures or reversals must be reconciled even after an earlier success. We retain the original payment records and document corrections separately.

11. Refunds, errors, fraud, and repayments

Commission obtained through fraud, deliberate material misrepresentation, or intentional manipulation is ineligible and recoverable, including any resulting incentive or tier overpayment. Examples include fake employers, fraudulent or circular payments, knowingly false ownership or affiliate disclosures, and deliberate evasion of recognition or inactivity rules.

We may reasonably investigate suspected fraud and temporarily hold affected unpaid commission. We must document the basis and affected amount. Investigation or a hold does not prove fraud or forfeit unrelated valid earnings.

For substantiated fraud overpayment, we may require repayment, offset recoverable amounts against commission otherwise due, or pursue other lawful contractual remedies. Before a final decision, we must give written notice identifying the conduct, affected periods, amount, calculation, and response opportunity below. Every recovery must be credited to the same balance; no double recovery.

We may also adjust or recover commission tied to refunded or reversed subscription revenue, limited to that revenue's corresponding commission. Choosing not to recover once does not waive later rights or require the same choice again. Waiving recovery does not undo the employer's refund; we bear the commission cost we waive.

Calculation mistakes, duplicate payments, and advances that never become earned commission may be corrected with documented adjustments. A failed payment, later return, good-faith error, or advance reconciliation is not automatically fraud. We explain adjustments, preserve the original payment records, and do not forfeit unrelated eligible commission.

For any proposed fraud recovery, refund or reversal adjustment, calculation correction, duplicate recovery, or recovery of an advance already paid, you have 10 business days after delivery of our written basis and calculation to respond. Business days are Monday through Friday, excluding U.S. federal holidays. We review a timely response before a final written decision stating the amount, reasons, and credits.

Any remaining repayment is due within 30 calendar days after delivery of that decision, unless otherwise agreed in writing or required by law. Documented offsets may begin only after the decision and reduce the remaining balance by amounts actually offset. A proposed adjustment may appear on the next statement during review, clearly labeled as proposed; it cannot be offset early or recovered twice. This does not authorize automatic debits from your bank account. The general dispute process and rights that cannot be waived still apply. Investigative holds remain subject to the affected-amount safeguards above.

These recovery rights survive departure, expiration, and termination with or without cause. They do not depend on a future commission balance or a cause cutoff. General disputes, applicable law, and agreement section 20 still apply. Preserving valid repayment obligations does not expand the permitted recovery grounds or amounts.

12. The recurring rate

The rate is 25% of Commissionable Subscription Revenue for eligible employers recognized to your brokerage. It recurs for eligible paid subscription periods; it is not a one-time signup payment, and enrollment alone earns nothing.

For example, $200 of eligible, successfully collected subscription revenue, excluding tax, produces $50 of commission. The percentage is the contractual calculation. A qualifying $200 payment still processing may support a provisional $50 advance under section 13. Discounts, credits, nonpayment, refunds, reversals, or other ineligibility can change the amount. This example does not change an existing employer's price.

There is no introductory bonus, accelerated first-period rate, volume tier, or separate signup payment. Any different rate or incentive needs an express written agreement identifying scope, periods, and interaction with this Commission Schedule under agreement section 21.

We calculate commission for each eligible employer using the recognized brokerage, service and payment periods, accepted Commission Schedule or written exception, revenue basis, rate, and adjustments. We round commission to the nearest cent and retain the original financial records, with later corrections recorded separately.

13. Monthly payouts and payments still processing

We pay commission monthly in U.S. dollars. We initiate payment by the 15th, or the next business day if it falls on a weekend or U.S. banking holiday. “Initiate” means submitting the payment instruction, not guaranteeing bank receipt that day.

The cycle covers genuinely initiated employer payments within the preceding calendar month, measured in Mountain Time (America/Denver). Qualifying successful and processing payments count under the rules below. September 30 initiation belongs to the October 15 payout; October 1 belongs to November 15, even for September service.

For an eligible payment still processing when payout is prepared and issued, we advance commission on its eligible tax-exclusive amount at the applicable rate. It becomes earned only when successfully collected and otherwise eligible. We do not wait merely for processor-balance availability or bank deposit. Before submitting payout instructions, we exclude known failures, cancellations, and reversals, and apply known credits, refunds, or eligibility adjustments. Instructions already in flight remain subject to reconciliation.

If a paid advance later fails, is returned, reversed, or otherwise becomes ineligible, we show the proposed correction on the next statement and follow section 11's notice, response, final-decision, and credited-offset process. This is ordinary reconciliation, not automatically fraud. We reconcile later success or a valid retry with the original subscription obligation and any advances, recoveries, and credits. You will not receive duplicate commission. If we previously recovered an advance and the commission later becomes valid, we restore the amount due after accounting for any unrecovered advance.

A failed attempt or invoice without genuine payment initiation does not qualify merely because the employer remains subscribed. A valid retry uses its own initiation month while keeping the original service period's rate and recognition. A retry does not create a second advance for the same subscription obligation. Amounts delayed by documented holds, payee issues, or reconciliation are carried to the next eligible, practicable payout cycle without duplicate payment.

There is no minimum payout threshold. Missing verified payee information, a documented hold on affected amounts, or a legal payment requirement may delay payment without forfeiting a valid balance. We identify the issue and resume payment in the next practicable monthly cycle after resolution. A problem with one amount does not automatically forfeit unrelated eligible amounts.

Keep your legal payee identity, completed Form W-9 or other required tax documents, and verified payment instructions current through the designated secure process. Payment is by electronic bank transfer or another method expressly agreed by authorized representatives. We may verify authority and changes before acting. We identify legally required withholding and reporting in payment records; ordinary processing fees do not reduce the commission basis.

For each cycle with activity or an outstanding balance, we make a statement available by the scheduled payout-initiation date through the secure workspace or verified support/delivery process. It distinguishes service period from initiation month, collected revenue from processing amounts, earned commission from advances, proposed adjustments from final adjustments, and initiated payments from completed payments. It identifies rates, recoveries, credits, withholding, balances, and hold reasons.

After workspace access ends, the verified support route under agreement section 18 remains available for surviving payments, statements, accepted copies, and payee updates. Do not send bank or tax details publicly or through an ordinary recognition-exception email. This support route does not restore access to employer confidential information.

14. Statements and questions

Our statements distinguish estimates, eligible amounts, adjustments, and amounts actually paid. Employer attribution, an estimate, and a completed payout are different records. Report suspected recognition, calculation, or payment errors through brokerage support with the relevant business identifiers.

We review enrollment, acceptance, subscription, payment, and adjustment records, and may request employer confirmation where relevant. A third party's claim alone does not establish an exception or transfer recognition. The general dispute process applies; this Commission Schedule adds no automatic claim-forfeiture deadline.

Review does not require employee identities, health information, or individual wellness activity. Individual-broker permissions and referral-partner privacy boundaries still apply.

Authorized brokerage representatives can obtain statements and retained accepted copies through secure delivery or support after authority verification. This continues for surviving obligations after participation or access ends, without restoring employer confidential access.

15. Existing business and future financial changes

The 25% rate and related rules apply to eligible billing periods beginning on or after your recorded acceptance date and time, including previously recognized and newly enrolled employers. A period already started stays under its prior terms, even if paid, initiated, settled, or retried later. An express custom arrangement remains in place within its scope unless an express written amendment identifies and changes it. Employer subscription prices do not change.

We retain records of recognition, valid earnings, pending payments, original invoices, exceptions, and completed payments. Acceptance applies from the recorded acceptance date; it does not grant automatic retroactive commission, make a direct employer eligible without the required written exception, or revive rights ended for cause. We document approved corrections separately.

Any proposed change to compensation, recognition, eligibility, payouts, or other financial rights needs complete proposed terms, identified changes, a prospective effective date, and delivery at least 30 calendar days before that date. It also needs your authorized representative's express acceptance. Silence, continued use, account inactivity, or receiving statements or payments is not financial acceptance.

An accepted change applies only to billing periods beginning on or after the later of its stated effective date and recorded express acceptance, subject to an expressly agreed transition. Previously protected or earned amounts keep their applicable prior terms.

If you do not accept, previously accepted terms continue for existing recognized business while eligible, including surviving rights after departure. We may end participation or new introductions under the agreement, but ordinary termination cannot impose an unaccepted financial reduction on surviving eligible business. Supported cause cutoffs and authorized recoveries remain governed by sections 8 and 11.

We send financial-change notices to your designated legal contact, including after workspace access ends. We provide a verified way to receive the full proposed terms, expressly accept them, and obtain retained copies without active workspace access. Explicit email agreement between authorized representatives is sufficient under agreement section 21 if the complete version, scope, and effective date are identified and retained. An ordinary support message without express agreement is not acceptance.

A financial change does not itself transfer recognition, cancel an employer subscription, create a personal guarantee or exclusivity, or create individual-broker compensation rights. Service and general participation changes follow their own agreements.

16. Which document controls which subject

This Commission Schedule controls financial recognition, eligibility, calculations, payment, adjustments, and financial rights after departure. The Brokerage Partnership Agreement covers participation; the general terms cover the service. Their privacy, health, warranty, notice, and dispute provisions still apply. Agreement section 20 preserves valid commission and repayment obligations.

The brokerage listed for administration or HR introduction credit does not determine who receives commission; the recognition rules in this Commission Schedule apply. We retain approved exceptions with the relevant records. A financial exception does not amend employer or privacy terms.

17. Where to find the key terms

The recurring rate and $50-on-$200 example are in section 12. Qualifying business and recognition are in sections 3–9. Six-month returns are in section 7. Departure and cause cutoffs are in section 8.

Revenue and payment evidence are in section 10. Repayment safeguards are in section 11. Prior-month initiation, processing advances, monthly payouts, and statements are in sections 13–14. Existing-business protection and 30-day notice plus express acceptance for financial changes are in section 15.

This reading guide creates no additional entitlement, guarantee, or exception. The sections it points to contain the applicable conditions. Only the published version expressly accepted through the required process takes effect.