Partner Agreement

“Platform” means the HOA Simplify software-as-a-service application, including the web portal, mobile apps, APIs, documentation, and related services.

“Referred HOA” means a homeowners association, condominium association, or similar community that creates a paid subscription to the Platform through Partner's unique Referral Link.

“Referral Link” means the unique URL containing Partner's referral code issued by HOA Simplify at signup.

“Subscription Payment” means a successful, non-refunded payment collected by HOA Simplify from a Referred HOA for Platform subscription fees, excluding taxes, third-party processing fees, and ancillary charges (e.g., SMS overages, storage overages).

“Commission” means the amount payable to Partner for each Subscription Payment, calculated per Section 3.

“Payout Period” means a calendar month during which Commission is earned and made payable.

2.1 Eligibility. The Program is open to property management companies and other businesses that manage one or more HOAs. You must be at least 18 years of age and authorized to bind the entity you represent.

2.2 Free portal access. For the duration of this Agreement, HOA Simplify grants Partner a non-exclusive, non-transferable, revocable license to access and use the Partner portal features of the Platform without charge. Free portal access does not include per-HOA Platform subscriptions, which remain the responsibility of each Referred HOA.

2.3 Referral Link. HOA Simplify will issue Partner a unique Referral Link upon enrollment. Partner is responsible for keeping the Referral Link confidential to the extent needed to protect attribution, and for sharing it only through lawful means.

2.4 No exclusivity. This Agreement is non-exclusive. Either party may enter into similar arrangements with other parties.

3.1 Rate. Partner earns a Commission equal to twenty percent (20%) of each Subscription Payment collected from a Referred HOA. HOA Simplify may change the Commission rate on a prospective basis with at least thirty (30) days' prior written notice; rate changes will not affect Commissions already accrued.

3.2 Attribution. An HOA becomes a Referred HOA when it completes signup through Partner's Referral Link. Attribution is permanent and does not transfer: Commission continues to accrue to the original Partner for the lifetime of the Referred HOA's subscription, even if Partner later stops actively managing that HOA.

3.3 Calculation basis. Commission is calculated on the actual amount HOA Simplify collects from the Referred HOA, net of refunds, chargebacks, and credits. Commission is not paid on trial periods, promotional credits, or zero-dollar invoices.

3.4 Reversals. If HOA Simplify refunds all or part of a Subscription Payment, the corresponding Commission is reversed. Reversals are netted against Partner's next payout; if there is no upcoming payout, HOA Simplify may deduct the reversed amount from future payouts.

3.5 Self-referral prohibited. Partner may not earn Commission on subscriptions owned or controlled by Partner, Partner's employees, or Partner's affiliates. HOA Simplify may investigate and reverse Commission earned in violation of this provision.

4.1 Schedule. Commissions accrued during a Payout Period are paid on or shortly after the first day of the following calendar month.

4.2 Minimum payout. Commissions less than twenty-five U.S. dollars ($25.00) in a given Payout Period will roll forward to the next Payout Period until the minimum is reached.

4.3 Payment method. Payouts are made via Stripe Connect transfers to a connected account Partner designates. Partner must complete Stripe Connect onboarding (including identity and banking information) before any payout can be processed. HOA Simplify is not responsible for payout delays caused by incomplete or incorrect Stripe Connect information.

4.4 Currency. All amounts are in U.S. dollars (USD). HOA Simplify does not convert payouts to other currencies.

4.5 Taxes. Partner is solely responsible for all taxes on Commissions. Partner will provide a valid IRS Form W-9 (or W-8 for non-U.S. partners) before the first payout. HOA Simplify will issue a Form 1099 as required by applicable law.

4.6 Disputes. Partner may dispute a payout amount by emailing support@hoasimplify.com within sixty (60) days of the payout date. After sixty (60) days, payouts are deemed final and correct absent manifest error.

Partner will:

• Represent HOA Simplify accurately and not make false, misleading, or disparaging statements about HOA Simplify, the Platform, or the Program.
• Comply with all applicable laws, including anti-spam (CAN-SPAM, CASL), privacy, consumer protection, and data protection laws when sharing the Referral Link.
• Not engage in fraud, bribery, bidding on HOA Simplify trademarks in search advertising, typosquatting, cookie stuffing, or any other practice designed to inflate Commission improperly.
• Keep contact, Stripe Connect, and tax information current and accurate.
• Not attempt to reverse engineer, disable, or interfere with the Platform or its security measures.

HOA Simplify will:

• Maintain the Referral Link attribution and Commission tracking in good faith.
• Provide Partner with access to a partner dashboard showing Commission balances, payout history, and referred HOA activity.
• Process payouts on the schedule described in Section 4, subject to Partner's completion of Stripe Connect onboarding.
• Provide reasonable support to Partner for questions about the Program, Commission calculations, and the Platform.

7.1 HOA Simplify IP. HOA Simplify and its licensors own all right, title, and interest in and to the Platform, the HOA Simplify name and logo, and all related trademarks and materials (“HOA Simplify Marks”). Partner receives no rights in the HOA Simplify Marks except the limited license in Section 7.2.

7.2 Trademark license. HOA Simplify grants Partner a non-exclusive, non-transferable, revocable license to use the HOA Simplify Marks solely to identify HOA Simplify when promoting the Program. Partner will comply with any brand guidelines HOA Simplify provides. Partner may not alter the HOA Simplify Marks or use them in a way that implies endorsement beyond what this Agreement grants.

7.3 Partner feedback. If Partner provides suggestions or feedback about the Platform or Program, HOA Simplify may use that feedback without obligation.

8.1 Confidential Information. “Confidential Information” means non-public information one party discloses to the other that is marked confidential or would reasonably be understood to be confidential given its nature and the circumstances of disclosure.

8.2 Protection. Each party will (a) use the other party's Confidential Information only to perform this Agreement, (b) protect it with at least the same care used for its own confidential information (and in any event no less than reasonable care), and (c) not disclose it to third parties except on a need-to-know basis under obligations of confidentiality.

8.3 Exceptions. Confidential Information does not include information that is or becomes public through no fault of the receiving party, was already known to the receiving party free of confidentiality obligations, is independently developed without use of the disclosing party's Confidential Information, or is rightfully obtained from a third party without confidentiality obligations.

Each party represents and warrants that (a) it has full corporate power and authority to enter into this Agreement, and (b) its performance under this Agreement will not conflict with any other obligation it has to any third party.

Partner additionally represents and warrants that (a) all information it provides to HOA Simplify (including tax and banking information) is accurate and complete, and (b) its promotional activities will comply with Section 5.

EXCEPT AS EXPRESSLY STATED IN THIS SECTION, THE PLATFORM AND THE PROGRAM ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. HOA SIMPLIFY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EACH PARTY'S AGGREGATE LIABILITY TO THE OTHER UNDER THIS AGREEMENT IS LIMITED TO THE GREATER OF (A) THE TOTAL COMMISSIONS PAID OR PAYABLE TO PARTNER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100.00).

Partner will defend, indemnify, and hold HOA Simplify harmless from and against any third-party claim arising out of (a) Partner's breach of Section 5 (Partner Responsibilities), (b) Partner's misuse of the HOA Simplify Marks, or (c) Partner's violation of applicable law in connection with the Program.

HOA Simplify will defend, indemnify, and hold Partner harmless from and against any third-party claim that the Platform, as provided by HOA Simplify, infringes a U.S. patent, copyright, or trademark.

12.1 Term. This Agreement begins when Partner accepts it during signup and continues until terminated.

12.2 Termination for convenience. Either party may terminate this Agreement at any time and for any reason by providing written notice (including via email or the partner dashboard). No termination fee applies.

12.3 Termination for cause. HOA Simplify may suspend or terminate this Agreement immediately if Partner (a) materially breaches this Agreement and fails to cure within ten (10) days of notice, (b) commits fraud or self-dealing, (c) violates applicable law, or (d) becomes insolvent.

12.4 Effect of termination. Upon termination: (a) Partner's license to the Partner portal ends; (b) Commissions already accrued but not yet paid will be paid at the next scheduled payout (subject to Section 4), except that HOA Simplify may withhold payments reasonably attributable to fraud or self-dealing; (c) attribution for existing Referred HOAs terminates — HOA Simplify will not pay Commission on Subscription Payments received after the termination date unless the parties agree otherwise in writing.

12.5 Survival. Sections 3.4 (Reversals), 4.5 (Taxes), 7.1 (HOA Simplify IP), 8 (Confidentiality), 9 (Representations and Warranties, including disclaimer), 10 (Limitation of Liability), 11 (Indemnification), 12.4 (Effect of Termination), and 13 (General) survive termination.

13.1 Independent contractors. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship.

13.2 Assignment. Partner may not assign this Agreement without HOA Simplify's prior written consent, except to a successor in connection with a merger, acquisition, or sale of all or substantially all of Partner's assets. HOA Simplify may assign this Agreement freely. Any unauthorized assignment is void.

13.3 Modifications. HOA Simplify may update this Agreement by posting a new version on this page and notifying Partner via email or in-product notification. Material changes are effective thirty (30) days after notice. Partner's continued participation in the Program after the effective date constitutes acceptance.

13.4 Governing law. This Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules.

13.5 Disputes. The parties will attempt in good faith to resolve any dispute informally. If informal resolution fails, the dispute will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in Wilmington, Delaware. Either party may seek injunctive relief in court to protect intellectual property rights.

13.6 Notices. Notices to HOA Simplify: support@hoasimplify.com. Notices to Partner: the email address on file in the partner dashboard.

13.7 Entire agreement. This Agreement, together with the HOA Simplify Terms of Service and Privacy Policy, constitutes the entire agreement between the parties regarding the Program and supersedes all prior agreements and understandings.

13.8 Severability. If any provision is held unenforceable, the rest of this Agreement remains in effect and the unenforceable provision will be modified only to the minimum extent necessary.

13.9 No waiver. A party's failure to enforce any provision is not a waiver of that provision or any other provision.