Dealonomy Referral Program Terms of Service

Effective date: March 25, 2026

Table of Contents

    DEALONOMY REFERRAL PROGRAM TERMS OF SERVICE

    1. Introduction

    This Referral Partner Program Terms of Service Agreement (“Agreement”) governs participation in the Dealonomy Referral Partner Program (the “Program”), operated by Dealonomy (“Dealonomy,” “we,” “us,” or “our”).

    The Program allows approved Referral Partners to receive compensation for referring qualified business sellers that result in completed transactions through Dealonomy.

    By participating in the Program, you (“Referral Partner”) agree to be bound by this Agreement. If you do not agree, you may not participate.

    2. Definitions

    a. Eligible Seller Lead An “Eligible Seller Lead” is a business owner:

    • Referred to Dealonomy directly through Referral Partner’s efforts;

    • Who has not previously engaged with Dealonomy; and

    • Who is not already in Dealonomy’s database, CRM, pipeline, or prior communications, as determined in Dealonomy’s sole discretion.

    b. Qualified Seller Lead An Eligible Seller Lead that meets Dealonomy’s internal qualification criteria for onboarding, as determined in Dealonomy’s sole discretion.

    c. Closed Transaction A “Closed Transaction” occurs when:

    • A Qualified Seller Lead completes the sale of their business through Dealonomy;

    • Dealonomy has received its Success Fee (as defined below).

    d. Success Fee “Success Fee” means the fee actually collected and received by Dealonomy in connection with a Closed Transaction, net of any refunds, chargebacks, credits, or adjustments.

    e. Referral Fee For each Closed Transaction, Referral Partner shall be entitled to receive ten percent (10%) of the Success Fee actually received by Dealonomy attributable to that transaction (“Referral Fee”).

    f. Referral Window The “Referral Window” is a period of twenty-four (24) months from the date the Eligible Seller Lead is submitted to Dealonomy.

    Referral Fees are payable only if the referral signs an engagement agreement with Dealonomy within the Referral Window.

    g. Referral Partner An individual or entity approved by Dealonomy to participate in the Program.

    3. Program Admission; Non-Exclusivity

    Participation in the Program requires approval by Dealonomy, which may be granted or denied at Dealonomy’s sole discretion.

    This Agreement is non-exclusive. Dealonomy may source leads independently or through other partners without obligation to Referral Partner.

    4. Referral Submission and Attribution

    To qualify for a Referral Fee:

    • Referral Partner must submit the Eligible Seller Lead through Dealonomy’s designated submission method (including, but not limited to, referral forms, CRM submission, or tracking links);

    • Submission must occur prior to or at the time of the lead’s first contact with Dealonomy; and

    • Referral attribution must be verifiable by Dealonomy.

    Referral submissions must include sufficient identifying information to allow Dealonomy to verify the lead.

    If Dealonomy, in its sole discretion, cannot reasonably verify attribution, no Referral Fee shall be owed.

    5. Referral Fee Payment

    Referral Fees are subject to the following conditions:

    • Referral Fees are earned only upon a Closed Transaction occurring within the Referral Window;

    • Referral Fees are calculated as 10% of the Success Fee actually received by Dealonomy;

    • Referral Fees shall be paid within thirty (30) days after Dealonomy’s receipt of the applicable Success Fee;

    • Referral Partner must provide accurate payment information and complete all required tax documentation prior to payment.

    If Referral Partner fails to claim or accept payment within six (6) months of eligibility, Dealonomy reserves the right to forfeit such payment.

    6. Exclusions and Limitations

    Referral Fees shall not be payable under any of the following circumstances:

    • The lead was previously known to, contacted by, or in the database of Dealonomy;

    • The Referral Partner is a party to, or has a direct or indirect ownership interest in, the transaction;

    • The transaction is not completed through Dealonomy’s platform or advisory process;

    • The lead does not meet Dealonomy’s qualification criteria;

    • The Referral Partner breaches this Agreement.

    Dealonomy shall have sole and final discretion in determining eligibility for Referral Fees.

    7. Referral Partner Representations and Obligations

    Referral Partner represents and warrants that:

    • It has the legal authority to enter into this Agreement;

    • It will comply with all applicable laws and regulations, including but not limited to the CAN-SPAM Act, Telephone Consumer Protection Act (TCPA), and all applicable data privacy laws;

    • It will not engage in misleading, deceptive, or unethical practices;

    • It will accurately represent Dealonomy’s services.

    Referral Partner shall not:

    • Represent itself as an employee, agent, or legal representative of Dealonomy;

    • Provide financial, legal, or valuation advice on behalf of Dealonomy;

    • Bind Dealonomy to any agreement or obligation.

    8. Intellectual Property

    All trademarks, service marks, logos, and intellectual property of Dealonomy remain the exclusive property of Dealonomy.

    Referral Partner may not use Dealonomy’s intellectual property without prior written consent, including in domain names, paid advertisements, or misleading contexts.

    9. Non-Circumvention

    Referral Partner agrees not to:

    • Circumvent Dealonomy to directly transact with any referred lead;

    • Refer leads introduced through Dealonomy to competing brokers, advisors, or platforms for the same transaction.

    This provision shall survive termination of this Agreement.

    10. Confidentiality

    Referral Partner agrees to maintain the confidentiality of all non-public information received from Dealonomy, including but not limited to business processes, client information, and transaction details.

    11. Term and Termination

    This Agreement shall remain in effect until terminated.

    Dealonomy may suspend or terminate Referral Partner’s participation at any time, with or without cause.

    Either party may terminate this Agreement at any time upon written notice.

    Termination shall not affect rights to Referral Fees already earned in accordance with this Agreement.

    12. Indemnification

    Referral Partner agrees to indemnify, defend, and hold harmless Dealonomy and its affiliates from any claims, damages, liabilities, costs, or expenses (including attorneys’ fees) arising from:

    • Referral Partner’s breach of this Agreement;

    • Violation of applicable law;

    • Misrepresentation or misconduct.

    13. Limitation of Liability

    To the maximum extent permitted by law, Dealonomy shall not be liable for any indirect, incidental, consequential, or special damages, including lost profits, arising out of or related to this Agreement or the Program.

    14. Independent Contractor Relationship

    Nothing in this Agreement creates any partnership, joint venture, employment, or agency relationship between the parties.

    Referral Partner has no authority to bind Dealonomy.

    15. Governing Law

    This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to conflict of law principles.

    16. Modifications

    Dealonomy reserves the right to modify this Agreement at any time.

    Continued participation in the Program after such modifications constitutes acceptance of the updated terms.

    17. Entire Agreement

    This Agreement constitutes the entire agreement between the parties with respect to the Program and supersedes all prior or contemporaneous agreements, communications, or understandings.