LOSTANDFOUND.COM
AUTHORIZED RESELLER PROGRAM AGREEMENT
Effective Date: August 13, 2026
This LostAndFound.com Authorized Reseller Program Agreement (the "Agreement") is entered into between Consumer Product Recovery and Finance Company, Inc., d.b.a. LostAndFound.com ("ILF," "LostAndFound.com," "we," "our," or "us") and the person or entity electronically accepting this Agreement ("Reseller," "you," or "your").
This Agreement governs Reseller's participation in the LostAndFound.com Authorized Reseller Program (the "Reseller Program).
By electronically accepting this Agreement, Reseller acknowledges that Reseller has read, understands, and agrees to be legally bound by this Agreement.
1. PURPOSE
The Reseller Program permits approved independent businesses and individuals to market and promote paid subscriptions to the LostAndFound.com venue software platform and receive commissions solely on qualifying Software Subscription Revenue, subject to this Agreement.
The parties intend that:
a. Reseller may independently identify, solicit, introduce, market to, and assist prospective Customers;
b. ILF will provide and operate the LostAndFound.com platform;
c. Customers obtained through the Reseller Program will contract directly with and remain Customers of ILF;
d. ILF will determine software plans, pricing, terms, billing, collections, policies, and product availability;
e. ILF will collect Customer payments directly unless otherwise expressly agreed in writing; and
f. Reseller will receive commissions only on qualifying Software Subscription Revenue actually received and retained by ILF from transactions properly attributed to Reseller and satisfying all requirements of this Agreement.
2. DEFINITIONS
2.1 Approved Reseller
"Approved Reseller" means a person or entity approved by ILF to participate in the Reseller Program whose authorization has not expired, been suspended, or been terminated.
2.2 Attributed Customer
"Attributed Customer" means a Customer whose initial qualifying Software Subscription transaction has been attributed to Reseller pursuant to this Agreement.
2.3 Customer
"Customer" means a venue, business, organization, governmental entity, nonprofit organization, educational institution, transportation provider, hospitality provider, entertainment venue, property operator, or other person or entity purchasing a Software Subscription.
2.4 Reseller Code
"Reseller Code" means the unique code, identifier, link, referral URL, or other attribution mechanism issued or recognized by ILF for purposes of identifying transactions attributable to a particular Reseller.
2.5 Software Subscription
"Software Subscription" means a paid subscription to an eligible LostAndFound.com venue software plan designated by ILF as commissionable under the Reseller Program.
2.6 Software Subscription Revenue
"Software Subscription Revenue" means subscription fees actually received and retained by ILF specifically for an Attributed Customer's paid Software Subscription.
Software Subscription Revenue expressly excludes every other type of revenue, fee, commission, charge, transaction, product, service, or economic benefit received or earned by ILF.
2.7 Pending Commission
"Pending Commission" means a potential commission generated from qualifying Software Subscription Revenue that has not completed the applicable Commission Hold Period or otherwise satisfied all conditions required to become an Earned Commission.
2.8 Earned Commission
"Earned Commission" means a Pending Commission that has completed the applicable Commission Hold Period and satisfied all vesting and payment conditions contained in this Agreement.
2.9 Commission Hold Period
"Commission Hold Period" means the minimum one hundred fifty (150) calendar-day period applicable separately to each qualifying Software Subscription payment.
2.10 Good Standing
"Good Standing" means that Reseller:
a. remains authorized by ILF;
b. is materially complying with this Agreement;
c. has provided required tax and payment information when required;
d. has not engaged in fraud, material misrepresentation, abuse, unlawful conduct, commission manipulation, or misuse of ILF information; and
e. satisfies reasonable Reseller Program requirements established by ILF from time to time.
3. ENROLLMENT AND APPOINTMENT
3.1 Approval
Participation in the Reseller Program is subject to ILF approval.
ILF may accept or reject a Reseller application in its reasonable business discretion.
3.2 Appointment
Upon approval, ILF appoints Reseller as a non-exclusive Authorized LostAndFound.com Reseller, subject to this Agreement.
3.3 No Exclusivity
Reseller receives no exclusive geographic territory, market, industry, venue category, Customer category, organization, sales channel, or other exclusive right unless expressly granted by ILF in writing.
ILF may sell directly, employ its own sales personnel, appoint other resellers, establish referral or strategic-partner programs, and use any other sales or distribution channel.
3.4 Independent Contractor
Reseller is an independent contractor.
Nothing in this Agreement creates an employment, agency, partnership, joint venture, fiduciary, broker, franchise, or legal representative relationship.
Reseller has no authority to bind ILF or create obligations on ILF's behalf.
4. RESELLER ACTIVITIES
Subject to this Agreement, Reseller may:
a. identify prospective Customers;
b. conduct lawful business-to-business prospecting;
c. introduce LostAndFound.com;
d. make presentations using approved materials;
e. demonstrate approved functionality;
f. facilitate introductions;
g. participate in sales discussions;
h. assist prospective Customers in purchasing Software Subscriptions; and
i. perform other authorized sales activities.
Reseller shall conduct all activities professionally, lawfully, accurately, and consistently with LostAndFound.com's brand and reputation.
5. TRANSACTION-BASED RESELLER ATTRIBUTION
5.1 Transaction-Based Model
The Reseller Program operates on a transaction-based attribution model.
Reseller does not acquire commission rights merely by identifying, contacting, soliciting, introducing, communicating with, demonstrating LostAndFound.com to, negotiating with, assisting, or otherwise pursuing a prospective Customer.
Reseller becomes eligible for commissions only when a qualifying Software Subscription transaction is attributed to Reseller pursuant to this Agreement.
No prospect registration, lead reservation, opportunity registration, geographic territory, or other pre-sale claim is required.
5.2 Attribution Methods
A qualifying Software Subscription transaction may be attributed to Reseller through:
a. purchase through Reseller's unique ILF-issued reseller link;
b. entry of Reseller's valid Reseller Code during the Software Subscription purchase process;
c. identification of Reseller by the Customer during the Software Subscription purchase process;
d. electronic attribution automatically recorded by ILF's systems; or
e. another attribution method recognized by ILF.
ILF may modify the technical methods used to establish attribution without changing Reseller's substantive commission rights.
5.3 Reseller Link and Code
ILF may provide Reseller with a unique Reseller Code, reseller link, referral URL, identifier, or similar attribution mechanism.
Reseller is responsible for accurately providing such information to prospective Customers.
Reseller shall not manipulate, misappropriate, alter, impersonate, interfere with, or improperly use another reseller's code, link, identifier, or attribution mechanism.
5.4 Attribution at Purchase
Whenever reasonably practicable, Reseller attribution should be established at the time of the Customer's initial qualifying Software Subscription purchase.
If the Customer purchases through an authorized reseller link or enters a valid Reseller Code, ILF may automatically associate the resulting Software Subscription with the applicable Reseller.
5.5 Thirty-Day Correction Period
If a Customer completes an initial qualifying Software Subscription purchase but fails to identify the applicable Reseller at the time of purchase, the Customer or Reseller may request correction within thirty (30) calendar days following the initial purchase.
ILF may require reasonable evidence that Reseller was responsible for the referral or sale.
ILF shall have no obligation to retroactively attribute a Customer after expiration of the thirty-day period except where ILF determines that correction is warranted because of administrative error, technical malfunction, fraud, or another exceptional circumstance.
5.6 Existing Attribution
A Customer may not use the correction process to replace another Reseller already validly attributed to the Software Subscription.
Where competing claims exist, ILF may determine attribution based upon its records, Customer confirmation, and other reasonably available evidence.
ILF's good-faith determination shall control absent manifest error.
5.7 Attribution Lock
Once attribution has been validly established and the applicable correction period has expired, the attribution shall ordinarily remain associated with that Software Subscription and its qualifying renewals.
Neither Reseller nor Customer may sell, assign, transfer, trade, or otherwise change attribution.
ILF may modify attribution to correct an error, address fraud or manipulation, resolve duplicate or competing attribution, implement a Customer account restructuring, or resolve another bona fide attribution issue.
5.8 No Cookie-Only Requirement
Commission entitlement shall not depend solely upon the continued existence of a browser cookie.
Cookies, referral parameters, tracking technologies, and similar mechanisms may facilitate attribution, but the controlling attribution shall be the Reseller association recorded by ILF for the applicable Software Subscription.
5.9 No Prospect Ownership
Reseller acquires no ownership, proprietary interest, exclusivity, lien, or other right in a prospective Customer merely by contacting or soliciting that prospective Customer.
ILF, other Resellers, employees, partners, and other authorized sales channels may independently market to the same prospective Customer.
Commission entitlement is determined by transaction attribution under this Agreement.
5.10 Direct Purchases
If a prospective Customer contacted by Reseller subsequently purchases directly from LostAndFound.com without using Reseller's link, entering Reseller's Code, identifying Reseller, or otherwise establishing attribution, no commission shall be due solely because Reseller previously contacted or solicited the Customer.
The thirty-day correction process remains available.
6. FRAUDULENT OR MANIPULATED ATTRIBUTION
Reseller shall not:
a. add a Reseller Code to a transaction without authorization;
b. falsely claim responsibility for a Customer;
c. manipulate cookies, referral parameters, URLs, Customer accounts, or transaction records;
d. interfere with another Reseller's attribution;
e. impersonate another Reseller;
f. cause an existing Customer to create a new account primarily to generate commissions;
g. submit fictitious or fraudulent transactions;
h. offer unauthorized compensation for attribution; or
i. otherwise manipulate the Reseller Program.
Commissions associated with fraudulent or manipulated attribution may be cancelled, withheld, reversed, offset, or recovered.
Material or intentional attribution fraud constitutes grounds for immediate suspension or termination.
7. MULTI-LOCATION AND ORGANIZATIONAL CUSTOMERS
7.1 Subscription-Level Attribution
Attribution applies to the Software Subscription or Customer account associated with the qualifying transaction.
A Reseller who causes one venue or location of a larger organization to subscribe does not automatically receive commission rights with respect to every other venue, location, subsidiary, affiliate, franchisee, or related organization.
7.2 Multi-Location Purchase
If a single qualifying Software Subscription transaction expressly covers multiple venues or locations, the Reseller attributed to that transaction shall be eligible for commissions on qualifying Software Subscription Revenue attributable to the venues or locations included in that transaction.
7.3 Subsequent Locations
If an Attributed Customer subsequently adds additional venues or locations to the same Software Subscription or Customer account, the associated Software Subscription Revenue may remain attributed to the existing Reseller.
If another venue or location enters into a separate Software Subscription transaction, attribution shall be determined independently for that transaction.
7.4 Parent and Affiliate Organizations
Attribution of a subsidiary, franchisee, venue, location, or affiliate does not automatically attribute its parent or other related entities.
Likewise, attribution of a parent organization does not automatically attribute separately purchasing subsidiaries, affiliates, franchisees, or independently contracting locations.
8. CUSTOMER OWNERSHIP AND RELATIONSHIP
Every Customer purchasing a LostAndFound.com Software Subscription is a Customer of ILF.
Reseller acquires no ownership interest in a Customer by originating, introducing, selling to, or receiving commissions from that Customer.
Customers are subject to ILF's applicable agreements and policies.
Reseller may not modify, waive, replace, or supplement ILF Customer terms without authorization.
Reseller receives no independent right to access Customer or user data merely because Reseller originated the Customer.
9. PRICING AND AUTHORITY
ILF exclusively determines Software Subscription plans, pricing, discounts, promotions, payment terms, contract terms, functionality, service levels, and product availability.
Reseller shall not:
a. change ILF pricing;
b. offer unauthorized discounts;
c. guarantee pricing;
d. guarantee future functionality;
e. promise product development;
f. make warranties on ILF's behalf;
g. promise unauthorized service levels; or
h. enter into agreements binding ILF.
10. SOFTWARE SUBSCRIPTION REVENUE ONLY
10.1 Exclusive Commission Basis
Reseller commissions shall be calculated solely and exclusively upon Software Subscription Revenue actually received and retained by ILF from an Attributed Customer.
No other ILF revenue is commissionable.
10.2 Excluded Revenue
Reseller receives no commission, revenue share, participation, or compensation with respect to:
a. Premium Services;
b. matching services;
c. email or notification services;
d. identity verification or ID Verify services;
e. shipping, postage, handling, packaging, courier, delivery, or return services;
f. inventory sales;
g. proceeds from the sale, auction, liquidation, recycling, donation, or other disposition of property;
h. commissions or fees earned by ILF from inventory or property sales;
i. rewards or reward-related fees;
j. payment-processing or transaction fees;
k. advertising or sponsorship revenue;
l. referral or affiliate revenue;
m. professional services, consulting, training, implementation, or customization;
n. hardware, labels, QR codes, tags, or other physical products;
o. third-party products or services;
p. taxes or reimbursements;
q. amounts collected on behalf of third parties;
r. credits, refunds, chargebacks, or reversed payments; or
s. any other revenue that is not specifically Software Subscription Revenue.
10.3 No Derivative Revenue Rights
Reseller's introduction of a Customer does not create any right to participate in non-subscription revenue generated by or associated with that Customer, even if such revenue would not have occurred but for Reseller's introduction.
11. COMMISSION RATES
11.1 Initial Twelve Months
Subject to this Agreement, Reseller shall be eligible to earn:
Twenty Percent (20%) of qualifying Software Subscription Revenue actually received and retained by ILF during the first twelve (12) months following ILF's receipt of the Attributed Customer's first qualifying paid Software Subscription payment.
11.2 Renewal Commission
Following the initial twelve-month period, Reseller shall be eligible to earn:
Ten Percent (10%) of qualifying Software Subscription Revenue actually received and retained by ILF thereafter.
Renewal commissions remain subject to all requirements of this Agreement.
11.3 Free Accounts, Trials and Pilots
No commission is generated by a free account, free software plan, trial, pilot, complimentary subscription, or promotional period for which ILF receives no Software Subscription Revenue.
If an Attributed Customer subsequently converts to a qualifying paid Software Subscription, the initial twelve-month commission period begins when ILF receives the first qualifying Software Subscription payment.
11.4 Upgrades and Downgrades
Upgrades and downgrades to an Attributed Customer's qualifying Software Subscription shall be commissionable based solely upon Software Subscription Revenue actually received and retained by ILF.
An upgrade does not make separately purchased products or services commissionable.
12. PAYMENT-BASED COMMISSION EVENTS
12.1 Actual Payment Required
A potential commission arises only when ILF actually receives a qualifying Software Subscription payment from an Attributed Customer.
Execution of a contract, Customer commitment, purchase order, invoice, subscription selection, or promise to pay does not create a commission.
12.2 Recurring Payments
If a Customer pays monthly, quarterly, annually, by installment, or under another recurring arrangement, each successful Software Subscription payment constitutes a separate potential commission event.
Each payment is independently subject to the applicable commission rate and Commission Hold Period.
12.3 Annual Prepayment
If an Attributed Customer pays a qualifying annual Software Subscription in full, the potential commission may be calculated upon the qualifying Software Subscription Revenue actually received, subject to the Commission Hold Period and all other provisions of this Agreement.
12.4 Multi-Year Prepayment
For multi-year prepaid Software Subscriptions, ILF may reasonably allocate Software Subscription Revenue and corresponding commissions among the applicable subscription periods rather than treating the entire multi-year payment as immediately commissionable.
13. 150-DAY COMMISSION HOLD AND VESTING
13.1 Pending Commission
When ILF receives qualifying Software Subscription Revenue, ILF may calculate a corresponding Pending Commission.
A Pending Commission is contingent only and is not earned, vested, accrued, due, payable, or otherwise legally enforceable until all requirements of this Agreement have been satisfied.
The appearance of an amount in a dashboard, statement, report, accounting record, email, or other system does not constitute acknowledgment that the commission has been earned.
13.2 Commission Hold Period
Each Pending Commission shall be subject to a minimum one hundred fifty (150) calendar-day Commission Hold Period, beginning on the date ILF actually receives the applicable qualifying Software Subscription payment.
Each individual payment has its own Commission Hold Period.
13.3 Vesting Conditions
A Pending Commission becomes an Earned Commission only after expiration of the Commission Hold Period and only if:
a. ILF actually received the applicable payment;
b. ILF continues to retain the payment;
c. the payment has finally settled;
d. the payment has not been refunded, credited, reversed, disputed, charged back, rescinded, cancelled, or determined fraudulent or unauthorized;
e. the underlying transaction remains valid;
f. the Customer remains properly attributed to Reseller;
g. Reseller has complied with this Agreement;
h. Reseller remains entitled to commission payment; and
i. no unresolved bona fide dispute exists concerning the transaction or commission.
13.4 Cancellation During Hold Period
If the underlying Software Subscription payment is refunded, credited, disputed, charged back, reversed, cancelled, rescinded, determined fraudulent, or otherwise not retained by ILF during the Commission Hold Period, the corresponding Pending Commission shall be cancelled or proportionately reduced and shall not become earned.
14. CHARGEBACKS, CLAWBACKS AND OFFSETS
14.1 Post-Payment Reversal
If ILF pays an Earned Commission and subsequently loses or returns all or part of the underlying Software Subscription Revenue because of a refund, credit, chargeback, dispute, reversal, cancellation, rescission, fraud, unauthorized payment, settlement, write-off, or other bona fide payment reversal, the corresponding commission shall constitute a "Commission Overpayment."
14.2 Repayment
Reseller shall be responsible for repayment of Commission Overpayments.
14.3 Right of Offset
ILF may recover a Commission Overpayment by:
a. deducting it from Pending Commissions;
b. deducting it from unpaid Earned Commissions;
c. offsetting it against future commissions;
d. applying any Commission Reserve;
e. offsetting it against other amounts payable to Reseller; or
f. requiring direct repayment.
14.4 Negative Balance
ILF may maintain a negative commission balance and apply future commissions against that balance until satisfied.
If sufficient future commissions are unlikely, ILF may require direct repayment of an undisputed negative balance.
14.5 Survival
ILF's rights concerning refunds, chargebacks, reversals, overpayments, offsets, negative balances, and repayment survive termination.
15. COMMISSION RESERVES AND EXTENDED HOLDS
ILF may maintain a reasonable Commission Reserve where warranted by unusual cancellation activity, refund history, chargeback activity, suspected fraud, unusual transaction volume, unusually large transactions or commissions, Customer payment terms, or other legitimate financial risk.
ILF may extend a Commission Hold Period where a payment dispute, refund request, cancellation, fraud investigation, chargeback investigation, attribution dispute, or other bona fide issue remains unresolved.
Any extended hold shall continue only for a commercially reasonable period necessary to resolve the applicable issue.
Pending Commissions, reserves, and withheld amounts do not accrue interest.
16. COMMISSION PAYMENTS
16.1 Payment Threshold
No commission payment is required until Earned Commissions payable to Reseller equal at least One Hundred Dollars ($100.00).
Amounts below the threshold shall carry forward.
16.2 Payment Schedule
Subject to holds, reserves, offsets, negative balances, tax documentation, and other requirements, ILF will generally process Earned Commissions within thirty (30) days following the end of the calendar quarter in which they become payable.
ILF may elect to make payments more frequently.
16.3 Tax and Payment Information
No commission payment is required until Reseller supplies all tax forms, taxpayer information, payment information, and other documentation reasonably required by ILF.
16.4 Commission Disputes
Reseller must notify ILF of a commission or attribution dispute within ninety (90) days following the applicable commission statement.
17. CUSTOMER CANCELLATION AND REACTIVATION
If an Attributed Customer cancels its Software Subscription and subsequently reactivates the same or substantially similar subscription within twelve (12) months, the Customer will ordinarily remain attributed to Reseller.
After twelve months of continuous inactivity, ILF may treat a subsequent subscription as a new transaction requiring new Reseller attribution.
18. TRADEMARK AND BRAND LICENSE
ILF grants Reseller a limited, revocable, non-transferable, non-sublicensable, non-exclusive license during the term to use approved ILF trademarks and brand assets solely to market authorized Software Subscriptions.
While authorized, Reseller may identify itself as:
Authorized LostAndFound.com Reseller
Reseller shall not modify ILF Marks without approval, register confusingly similar trademarks or domains, represent itself as ILF, challenge ILF's ownership, or continue using ILF Marks following termination.
All goodwill arising from use of ILF Marks inures exclusively to ILF.
19. MARKETING REPRESENTATIONS
Reseller may use only accurate and authorized descriptions of LostAndFound.com.
Reseller shall not make false, misleading, deceptive, unsubstantiated, or unauthorized statements regarding product functionality, recovery rates, matching, artificial intelligence, security, privacy, identity verification, regulatory compliance, Customer results, future functionality, or competitors.
20. NO GUARANTEE OF PROPERTY RECOVERY
Reseller shall not represent or imply that LostAndFound.com guarantees recovery of lost property, identification of an owner, matching of lost and found reports, successful claims, successful verification, shipment, delivery, return of property, or any particular recovery result.
21. NO AUTHORITY OVER LOST OR FOUND PROPERTY
Reseller's status does not authorize Reseller to:
a. take custody of property on ILF's behalf;
b. adjudicate ownership;
c. approve or deny claims;
d. perform identity verification on ILF's behalf;
e. direct disposition of property;
f. access private lost-and-found records;
g. access employee communications;
h. promise property returns; or
i. otherwise act as a lost-and-found operator on ILF's behalf.
22. SALES AND MARKETING COMPLIANCE
Reseller may engage in lawful business-to-business sales activities, including telephone, email, direct outreach, networking, demonstrations, conferences, and trade shows.
Reseller is responsible for compliance with applicable advertising, email, telemarketing, privacy, data-protection, and other laws.
Reseller shall not engage in deceptive marketing, spoofing, phishing, unlawful automated communications, fraudulent lead generation, or other abusive practices.
23. GOVERNMENT AND PUBLIC-SECTOR SALES
When dealing with governmental entities, public schools, airports, transit agencies, law-enforcement agencies, municipalities, or other public-sector Customers, Reseller shall comply with applicable procurement, ethics, anti-bribery, gift, lobbying, contracting, and public-sector sales requirements.
Reseller shall not offer or provide anything of value for the improper purpose of influencing a public official or procurement decision.
24. RESELLER PERSONNEL
Reseller is responsible for the acts and omissions of its employees, contractors, representatives, and sales personnel participating in the Reseller Program.
Reseller may not appoint independent sub-resellers or transfer commission rights without ILF's prior written approval.
ILF's payment obligation is solely to the contracting Reseller. Reseller is responsible for compensating its own personnel.
25. DIGITAL MARKETING
If Reseller markets through websites, applications, social media, email, or other digital properties, Reseller shall accurately identify its relationship with ILF, maintain legally required disclosures, comply with applicable privacy requirements, and comply with ILF brand guidelines.
Reseller shall not engage in cookie stuffing, click fraud, fraudulent attribution, unauthorized paid-search use of ILF trademarks, or falsely represent that a Reseller-controlled property is operated by ILF.
26. CONFIDENTIALITY
Each party shall protect the other party's non-public business, pricing, Customer, technology, financial, sales, product, and other proprietary information using commercially reasonable care.
Confidential Information may be used solely to perform obligations or exercise rights under this Agreement.
Confidential Information does not include information lawfully public, previously known without restriction, lawfully obtained from a third party, independently developed, or required to be disclosed by law.
27. DATA PROTECTION
Reseller shall use prospect and Customer information solely for legitimate Reseller Program purposes and in accordance with applicable law.
Unless expressly authorized, Reseller shall not access or use LostAndFound.com platform information concerning lost reports, found reports, claimants, finders, identity verification, identification documents, employee communications, private messages, payment information, or other non-public platform data.
28. ACCOUNT SECURITY
Reseller is responsible for maintaining the confidentiality and security of Reseller account credentials, Reseller Codes, links, and portal access.
Reseller shall promptly notify ILF of suspected unauthorized access, credential compromise, or misuse.
ILF may suspend access when reasonably necessary to protect ILF, Customers, users, or the Reseller Program.
29. RESELLER RESTRICTIONS
Without ILF's written authorization, Reseller shall not:
a. sublicense ILF software;
b. white-label ILF software;
c. copy or modify ILF software;
d. reverse engineer ILF software except where such restriction is prohibited by law;
e. collect Software Subscription payments on ILF's behalf;
f. bind ILF contractually;
g. make unauthorized warranties;
h. appoint sub-resellers;
i. sell through unauthorized channels;
j. misuse ILF Confidential Information; or
k. use ILF Confidential Information to divert ILF Customers to competing services.
30. INTERNATIONAL COMPLIANCE
Reseller shall comply with applicable export-control, sanctions, anti-corruption, privacy, marketing, and other laws applicable to its activities.
ILF may restrict or prohibit Reseller activity in particular jurisdictions.
Reseller is responsible for taxes, withholding, registrations, and legal requirements applicable to Reseller's operations.
31. ILF RESPONSIBILITIES
ILF shall be responsible for operating the LostAndFound.com platform, determining Software Subscription plans and pricing, contracting with Customers, processing Customer payments, providing applicable Customer support, handling cancellations and refunds, maintaining attribution records, and calculating commissions.
ILF may modify, add, replace, discontinue, or reprice its software and services in its business discretion.
32. RESELLER REPRESENTATIONS AND WARRANTIES
Reseller represents and warrants that:
a. it has authority to enter this Agreement;
b. this Agreement does not violate its other obligations;
c. it will comply with applicable law;
d. it will not engage in fraudulent or deceptive conduct;
e. information supplied to ILF will be materially accurate;
f. its marketing will not infringe third-party rights;
g. it will not submit fictitious Customers or transactions;
h. it will not manipulate attribution or commissions; and
i. it will conduct itself consistently with ILF's brand standards.
33. NO SALES OR EARNINGS GUARANTEE
ILF makes no representation or guarantee concerning leads, Customers, conversion rates, territories, sales, revenue, commissions, renewals, profitability, or income.
Reseller assumes the business risk associated with its independent sales activities.
34. TERM AND TERMINATION
34.1 Term
This Agreement begins upon Reseller's electronic acceptance and ILF's approval and continues until terminated.
34.2 Termination Without Cause
Either party may terminate this Agreement upon thirty (30) days' written notice.
34.3 Immediate Termination for Cause
ILF may immediately suspend or terminate Reseller for fraud, intentional or material misrepresentation, commission or attribution manipulation, unlawful marketing, misuse of ILF Marks, misuse of Customer information, material confidentiality breach, unauthorized contractual commitments, material conduct damaging ILF's reputation, material violation of law, or another material breach.
35. COMMISSIONS FOLLOWING TERMINATION
35.1 ILF Termination Without Cause
If ILF terminates Reseller without cause, qualifying 10% renewal commissions from existing Attributed Customers shall continue for twenty-four (24) months following termination.
35.2 Reseller Voluntary Departure
If Reseller voluntarily terminates while in Good Standing, qualifying 10% renewal commissions from existing Attributed Customers shall continue for twenty-four (24) months following termination.
35.3 Termination for Cause
If ILF terminates Reseller for fraud, intentional misconduct, material misuse of Customer information, material confidentiality breach, deliberate misrepresentation, commission manipulation, attribution manipulation, or other material breach, ILF may terminate Reseller's right to future commissions.
35.4 Continuing Customer Relationship
Termination does not affect ILF's right to continue serving any Customer introduced or attributed to Reseller.
All post-termination commissions remain subject to the Commission Hold Period, chargebacks, offsets, and other provisions of this Agreement.
36. NON-CIRCUMVENTION OF COMMISSIONS
ILF shall not intentionally reclassify or restructure an Attributed Customer for the primary purpose of avoiding commissions legitimately payable under this Agreement.
Nothing restricts ILF from changing pricing, products, account structures, billing methods, enterprise arrangements, or other business operations in good faith.
37. SALE OR REORGANIZATION OF ILF
ILF may assign this Agreement in connection with a merger, acquisition, financing, corporate reorganization, sale of assets, sale of the LostAndFound.com business, or similar transaction.
Reseller's commission rights do not create any ownership interest, equity interest, lien, security interest, claim against ILF assets, or right to participate in proceeds from a sale, merger, financing, acquisition, licensing transaction, or other corporate transaction.
38. DISCLAIMER OF WARRANTIES
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE RESELLER PROGRAM, ILF WEBSITE, SOFTWARE, AND RELATED MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE."
ILF DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT EXCEPT TO THE EXTENT SUCH DISCLAIMER IS PROHIBITED BY LAW.
ILF DOES NOT WARRANT THAT ITS SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE.
39. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW, ILF AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND REPRESENTATIVES SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST OPPORTUNITIES, LOST SAVINGS, OR LOST DATA.
ILF'S AGGREGATE LIABILITY ARISING FROM THIS AGREEMENT SHALL NOT EXCEED COMMISSIONS PAID OR PAYABLE TO RESELLER DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
40. INDEMNIFICATION
Reseller shall defend, indemnify, and hold harmless ILF and its officers, directors, shareholders, employees, agents, affiliates, successors, and representatives from third-party claims, damages, liabilities, penalties, costs, and reasonable attorneys' fees arising from:
a. Reseller's breach;
b. Reseller's sales or marketing activities;
c. violation of law;
d. false or unauthorized statements;
e. infringement by Reseller materials;
f. negligence, fraud, or willful misconduct;
g. misuse of personal information; or
h. unauthorized commitments purportedly made on ILF's behalf.
41. TAXES
Reseller is solely responsible for taxes arising from commissions paid to Reseller.
Reseller is not an ILF employee and is not entitled to employee benefits, tax withholding, unemployment benefits, workers' compensation, or other employment-related benefits from ILF.
ILF may report payments as required by law.
42. INSURANCE
ILF may require a Reseller engaged in substantial, enterprise, governmental, international, or otherwise elevated-risk sales activities to maintain commercially reasonable insurance appropriate to such activities.
43. ASSIGNMENT
Reseller may not assign, transfer, delegate, sell, pledge, or otherwise transfer this Agreement, an Attributed Customer, or commission rights without ILF's prior written consent.
ILF may assign this Agreement as provided herein.
44. MODIFICATION OF RESELLER PROGRAM
ILF may modify operational aspects of the Reseller Program upon reasonable notice.
No modification shall retroactively eliminate an Earned Commission.
Material changes to commission percentages applicable to existing Attributed Customers shall not apply retroactively unless agreed by Reseller.
ILF may establish different commission schedules for future Customers, new Software Subscription plans, special programs, or different classes of resellers.
45. FORCE MAJEURE
Neither party shall be liable for delay or failure caused by circumstances beyond reasonable control, including natural disasters, war, terrorism, governmental action, labor disruption, telecommunications failure, Internet failure, cyberattack, utility interruption, epidemic, pandemic, or similar events.
46. EQUITABLE RELIEF
Unauthorized use of ILF intellectual property, Confidential Information, Customer data, or trade secrets may cause irreparable harm.
ILF may seek injunctive or equitable relief in addition to other available remedies.
47. NOTICES
Required notices must be in writing and may be delivered electronically, personally, by nationally recognized overnight courier, or by certified or registered mail.
Electronic notice may be sent to the email address associated with Reseller's account.
Each party is responsible for maintaining current contact information.
48. GOVERNING LAW AND VENUE
This Agreement shall be governed by the laws of the State of Texas, without regard to conflict-of-law principles.
Any legal action arising from this Agreement shall be brought exclusively in the applicable state courts located in Travis County, Texas, or the applicable federal court having jurisdiction over Travis County.
Each party consents to such jurisdiction and venue.
49. WAIVER OF JURY TRIAL
TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.
50. SEVERABILITY
If any provision is held invalid or unenforceable, the remaining provisions remain effective.
Any invalid provision shall, where legally permissible, be modified to the minimum extent necessary to make it enforceable while preserving its intended purpose.
51. WAIVER
Failure to enforce a provision does not waive that provision or any other right.
Any waiver must be in writing.
52. CONSTRUCTION
This Agreement shall be considered mutually drafted and shall not be construed against either party based upon authorship.
Headings are for convenience only.
"Include" and "including" mean "including without limitation."
53. SURVIVAL
Provisions that by their nature should survive termination shall survive, including provisions concerning Customer ownership, confidentiality, intellectual property, data protection, chargebacks, clawbacks, offsets, repayment obligations, negative commission balances, post-termination commissions, indemnification, limitation of liability, governing law, and dispute resolution.
54. ENTIRE AGREEMENT
This Agreement, together with applicable Reseller Program policies, commission schedules, transaction-attribution records, and documents expressly incorporated by reference, constitutes the entire agreement concerning the Reseller Program and supersedes prior agreements, discussions, and representations concerning the same subject matter.
55. ELECTRONIC ACCEPTANCE
55.1 Electronic Agreement
This Agreement may be entered into electronically.
By checking an acceptance box, selecting "Accept," "Agree," "Join Reseller Program," or another substantially similar electronic acceptance mechanism, Reseller manifests its intent to enter into and be legally bound by this Agreement.
55.2 Authority
If Reseller accepts this Agreement on behalf of a corporation, limited liability company, partnership, organization, or other legal entity, the individual accepting represents and warrants that the individual has authority to bind that entity.
55.3 Electronic Record
ILF may maintain an electronic record of Reseller's acceptance, including:
a. Reseller's name;
b. business or legal entity name;
c. email address;
d. date and time of acceptance;
e. version of this Agreement accepted;
f. Reseller account information;
g. Internet Protocol address or similar technical information where maintained by ILF; and
h. other information reasonably maintained as evidence of acceptance.
55.4 Legal Effect
Reseller's electronic acceptance shall have the same legal force and effect as execution of a written agreement bearing a handwritten signature, to the fullest extent permitted by applicable law.
RESELLER COMMISSION SCHEDULE
INITIAL COMMISSION
20% of qualifying Software Subscription Revenue during the first twelve (12) months.
RENEWAL COMMISSION
10% of qualifying Software Subscription Revenue thereafter, subject to this Agreement.
COMMISSION HOLD
Each individual qualifying Software Subscription payment is subject to a minimum:
150-DAY COMMISSION HOLD PERIOD
before the corresponding commission may become earned.
COMMISSION BASIS
SOFTWARE SUBSCRIPTION REVENUE ONLY.
No commission is payable on Premium Services, ID Verify, matching services, shipping, inventory sales, inventory-sale commissions or fees, rewards, transaction fees, physical products, or any other non-subscription revenue.
ONLINE ACCEPTANCE
Immediately before the acceptance button, I would display:
By checking the box below and selecting "Join Reseller Program," I acknowledge that I have read and agree to the LostAndFound.com Authorized Reseller Program Agreement. If I am accepting on behalf of a company or other organization, I confirm that I am authorized to bind that organization.
☐ I have read and agree to the LostAndFound.com Authorized Reseller Program Agreement.
[ JOIN RESELLER PROGRAM ]
The system should electronically record the user/account ID, legal name, entity name if applicable, Agreement version, date/time of acceptance, and IP address or comparable technical record so you can establish exactly who accepted which version of the Agreement and when.
