We are so excited that you want to work with us!  We have created this Agreement and Information Form to get you started on earning money by providing referrals to Ultimate ERC. 

This form has two simple sections:

1. Contact Information & Preferences

2. Agreement & Signature

NOTE: ACH & W-9 information will be collected prior to distribution of commissions.

We are working to build a more automated system which checks the availability of your preferred Custom URL.  In the mean time, please CLICK HERE TO VIEW a Google Sheet which contains a list of custom URLs already in use.

Please verify if your preferred Custom URL is available prior to entering it below to prevent your referrals from going to the incorrect person!

 Ultimate ERC Referral Partner Agreement

 

This STRATEGIC REFERRAL PARTNER AGREEMENT (the “Agreement”) is entered into on {date} ( “Effective Date”) by and between Ultimate ERC LLC referred to as(“UltERC”), and [Your Name] {name} of [Company Name] {nameOf}. (“Referral Partner”)

 

Background:

1. UltERC provides tax credit filing services to obtain ERC cash refunds, for its clients; (“UltERC Service”),
   
   
2. Referral Partner wishes to refer potential clients ( “Referrals”) to UltERC;  for the UltERC Service,
   
   
3. UltERC has agreed to compensate Referral Partner for Referrals based on the terms and conditions set forth below.

 

NOW, THEREFORE, intending to be legally bound, the parties agree as follows:

1. Referral Fees. 

1. UltERC shall pay a fee to Referral Partner, as set forth in Exhibit A, for each Referral who signs a contract with UltERC for its “UltERC Service.”  Exhibit A also includes fees paid to Referral Partner when referring other referral partners who send clients to UltERC.

2. Duties of Referral Partner. 

1. Basic 1-to-1 Referrals (Level 1) - At Level 1, Referral Partner may simply provide UltERC with the individual contact information for any Referrals. At this Level 1, Referrals may only be submitted in 4 ways (all on a 1-to-1 basis); You may: enter the Referral into our system manually, share a referral partner link 1-on-1 with potential client, or you may call and/or email your UltERC advisor, and they’ll get it handled for you.   This level requires little to very little training.   You’ll just need to watch a 10-minute video, and follow the script, and you’re all good to go.
   
   
2. One-to-Many & Done-For-You Campaigns (Level 2) - At Level 2, Referral Partners have access to the simplest, yet most lucrative way to make money with UltERC, and that is to have our team create a one-to-many, Done-For-You Campaigns for you to send to any of your audiences.  The Referral Partner understands and agrees that UltERC Service is in the Accounting, Tax and Financial sectors, an therefore, any one-to-many campaigns either need to be pre-approved, or we can do it for you.   This level also requires very little training.   You’ll just need to hop on a 20-minute call, and we’ll create the campaign for you.   Then all you’ve got to do is copy and send to your audience, and you’re all good to go.
   
   
3. Advanced Marketing & Sales Campaigns (Level 3) - The Referral Partner understands that even though ALL Referrals must be marketed, sold and serviced in accordance with the scripts, systems, and processes (“The UltERC Process”), as described in the UltERC partner portal, additional training may be required in order to create some advance marketing & sales campaigns. The Referral Partner must familiarize themselves with all of the UltERC Systems, and stay abreast of any and all changes, so all Referrals are properly submitted into UltERC system.   If the Referral Partner is going to do anything other than Levels 1 or 2 listed above, they will need to go through the appropriate training in the UltERC portal, or get approval in writing from UltERC.
   
   
4. Signing Up Other Referral Partners - The Referral Partner may sign up other referral partners and be compensated as described in “Exhibit A”  However, the same 3 levels described above will be used in signing up Referral Partners (Levels 1, 2, and 3)

 

3. Marketing Obligations And Compliance with Internet & Telemarketing Laws - Referral Partner represents and warrants that Referral Partner shall market and promote the UltERC Service to potential Referrals in compliance with all federal, state and local laws, regulations, and rules, including, but not limited to, the Telephone Consumer Protection Act (TCPA), the CAN-SPAM Act, the rules and regulations of the Federal Communications Commission, the Telemarketing Sales Rule, the Do-Not Call Registry Act, the California Consumer Privacy Act (CCPA), and any other federal, state or local telemarketing laws (collectively, “Marketing Laws”), as well as UltERC’ Code of Conduct set forth in Exhibit B. Referral Partner acknowledges and agrees that UltERC does not tolerate any violation of law, regulation, rule, including any Marketing Law in the performance of Referral Partner’s obligations under this Agreement (i.e., there shall be no robo-calls, press 1 campaigns, text messaging, facsimile blasts, etc.). UltERC shall not be liable for any violation of Marketing Laws by Referral Partner, and, to the fullest extent permitted by law, Referral Partner shall indemnify, defend and hold UltERC harmless for any claims arising out of Referral Partner’s breach this Section 3. Referral Partner acknowledges and agrees that Referral Partner has no authority to bind or commit UltERC to provide the UltERC Service to any potential Referral. Referral Partner understands that UltERC must review and approve in writing all marketing materials and methods used by Referral Partner and its affiliates to promote business for UltERC. UltERC shall not be liable to Referral Partner for any expenses or costs incurred by Referral Partner arising out of this Agreement.

4. Affiliate & Website Marketing - Referral Partner shall be provided online access to the UltERC Affiliate Marketing Program where Referral Partner may generate Referral URLs to post to the website(s) owned and controlled by Referral Partner.  Any additional sites, other than the primary site listed in this agreement, must be submitted to UltERC with specific Referral URLs emailed to:  Partners@UltimateERC.com, and Referral Partner must receive an approval of such site, prior to that URL being used.   This section 4 is not exclusive of the requirements in sections 2.c and 3 above.

5. Independent Contractor Relationship & Payments - The parties agree that UltERC and Referral Partner are acting as independent contractors and shall not be considered employees, partners, agents, or joint venturers of one another. For the avoidance of doubt, Referral Partner is not entitled to any benefits regularly made available to UltERC’ employees by UltERC, including, but not limited to, medical insurance, dental insurance, life insurance, travel insurance, 401K plan, vacation, sick days, disability pay, personal days, or holidays. UltERC shall have no responsibility for the payment of payroll withholdings, Social Security or unemployment taxes, or any similar taxes or other payments, with respect to the fees earned by Referral Partner hereunder. If any such taxes or payments ever are assessed against UltERC, Referral Partner shall reimburse UltERC promptly for all sums paid by UltERC, including any interest or penalties.    Referral Partner understands that no funds will be dispersed to Referral Partner without UltERC receiving the appropriate IRS form W-9 and accurate ACH payment information.

6. Intellectual Property - By entering into and performing this Agreement, Referral Partner shall not acquire any copyright, patent, trademark, or other intellectual property right belonging to UltERC, including but not limited to Confidential Information (as defined below). During the term of this Agreement, UltERC grants Referral Partner a non-exclusive, limited license to use UltERC’ trademarks, logos, and service marks owned by UltERC (the “Trademarks”) to use for soliciting Referrals only, provided that such specific use is approved in advance and in writing from UltERC. Notwithstanding the foregoing, Referral Partner shall not copy, distribute, modify, reverse engineer, sublicense, create a derivative work from, or claim ownership to the Trademarks in any way whatsoever.

7. Search Engine Terms - Referral Partner shall not, whether directly or indirectly through a third party, bid on any Internet search engine terms containing UltERC’s name, branded/trademarked terms, logos or service marks, or derivatives thereof, including but not limited to, “Ultimate ERC”

8. Indemnification - To the fullest extent permitted by law, Referral Partner shall indemnify, defend, and hold UltERC and its shareholders, directors officers, employees, partners, affiliates, representatives, and agents, harmless from and against any and all charges, fines, penalties, claims, actions, suits, demands, damages, liabilities, obligations, payments, losses, settlements, judgments, costs, and expenses (including, without limitation, attorney’s fees and costs) arising out of this Agreement. Referral Partner’s indemnification obligations include but are not limited to third-party claims arising out of Referral Partner’s alleged or actual violation of any Marketing Laws or any other federal, state or local law. UltERC shall notify Referral Partner as soon as practicable when exercising its rights under this Section 8, and Referral Partner shall keep UltERC reasonably apprised of the status of the defense and shall obtain UltERC’ written consent to any settlement. This Section 8 shall survive the termination of this Agreement.

9. Insurance - For ONLY Level 3 and above Referral Partners - Level 3 Referral Partners shall maintain Professional Liability insurance in an amount not less than $1,000,000 per occurrence, covering Referral Partners errors and omissions. In the event that Referral Partner has employees, Referral Partner shall also carry Workers’ Compensation insurance with statutory limits and Employer’s Liability insurance with limits of at least $1,000,000 per claim.   This section is in force for Level 3 Referral Partners unless waived by UltERC in writing.

10. Limitation of Liability - Except for Referral Partner’s obligations in Sections 3, 8 and 11, under no circumstances shall either party be liable for any special, indirect, incidental, or consequential damages of any kind or nature whatsoever, arising out of or in any way related to this Agreement. This Section 10 shall survive termination of this Agreement.

11. Confidentiality - Referral Partner acknowledges that in the course of working with UltERC in the performance of this Agreement, Referral Partner may be exposed to certain confidential information of UltERC, including but not limited to business operations, partnerships with vendors and service providers, referral business sources, market research, trade secrets, new product development, financial information and practices, plans and future activities, business and marketing information, and/or information marked as “confidential” or identified as confidential by UltERC in any manner (collectively, “Confidential Information”). Referral Partner agrees not to disclose Confidential Information to any third party, unless required to do so by law. Referral Partner shall not, directly or indirectly, copy, take, or remove any Confidential Information from the premises of UltERC, including without limitation any of UltERC’ books, records, customer lists, or other documents. All Confidential Information is the exclusive property of UltERC. Upon termination of this Agreement, Referral Partner shall immediately return to UltERC (or destroy in the sole discretion of UltERC) all Confidential Information. This Section 11 shall survive termination of this Agreement.

12. Non-Solicitation - Referral Partner agrees that during the term of this Agreement, and for a period of two (2) years thereafter, Referral Partner shall not, directly or indirectly, (i) solicit or attempt to solicit any client of UltERC (with the exception of any Referral); (ii) solicit or attempt to solicit any relationship of UltERC (including but not limited to other referral sources of UltERC, agents and/or advisors doing business with UltERC, or any vendors providing services to UltERC or its clients), or otherwise attempt to cause such relationship to terminate or be modified; or (iii) encourage, solicit, or induce, or in any manner attempt to encourage, solicit, or induce, any employee of, or individual or entity providing consulting services to, UltERC, to terminate such employment or consulting services with UltERC. This Section 12 shall survive termination of this Agreement.

13. Equitable Relief - Referral Partner acknowledges that any breach of Section 11 or Section 12 will cause UltERC irreparable harm for which there is no adequate legal remedy. Referral Partner agrees that in the event of any actual or threatened breach of either of these Sections, UltERC shall be entitled to seek a temporary or permanent injunction to stop the breach of Section 11 or Section 12 without having to (i) prove any actual damage or irreparable harm, or (ii) post any bond or other security. UltERC may exercise the foregoing remedies without prejudice to (and cumulative with) other rights and remedies available to UltERC at law, in equity, or under this Agreement, including monetary damages arising from any breach of this Agreement by Referral Partner. This Section 13 shall survive termination of this Agreement.

14. Term & Termination - This Agreement shall remain in effect for a period one (1) year and shall automatically renew for successive one (1) year terms. Either party may terminate this Agreement at any time by providing the other party with 30 days’ written notice.

15. Integrity of Representation -Referral Partner acknowledges and agrees that during the Term, Referral Partner shall not employ any personnel to solicit Referrals for UltERC where there is reasonable concern of the integrity of the representative, including any prior convictions and/or any fraudulent activity. Therefore, Referral Partner understands and agrees that when necessary, UltERC may investigate such concerns in the Referral Partner’s company or with any of its employees, to maintain sound fiscal responsibility around these financial & tax matters.

16. Disputes -All disputes arising under this Agreement shall be settled by first mediation, and if no settlement, then by binding arbitration in Tampa, Florida by the American Arbitration Association pursuant to the Commercial Arbitration Rules, provided, however: (i) any dispute shall be resolved by one arbitrator, (ii) each party shall be entitled to discovery in accordance with the Federal Rules of Civil Procedure, and (iii) the prevailing shall be entitled to receive its attorneys’ fees from the non-prevailing party. Judgment on the arbitration award may be entered in any court having jurisdiction over the subject matter of the controversy. Each party waives its right to participate in a class action, private attorney general action or other representative action against the other in a court or in arbitration. The parties further agree that each may bring disputes against each other only in their individual capacity and not as a plaintiff or class members in any purported class or representative proceeding.

17. Governing Law - This Agreement shall be governed by the laws of the State of Florida.

18. Miscellaneous - With respect to the subject matter hereof, this Agreement sets forth the entire understanding and agreement between the parties, supersedes all previous communications or agreements, oral or written, and may not be modified or amended except by an instrument in writing executed by both parties. This Agreement shall be binding upon and inure to the benefit of the parties’ successors and assigns. UltERC may freely assign this Agreement in its sole discretion. Referral Partner may not assign this Agreement, without the prior written consent of UltERC. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument. A faxed or scanned/emailed signature, or a signature provided by an electronic signing service, shall be deemed to be an original signature.

19. Advice of Counsel and Authority - EACH PARTY ACKNOWLEDGES THAT, IN EXECUTING THIS AGREEMENT, SUCH PARTY HAS HAD THE OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT LEGAL COUNSEL, HAS READ AND UNDERSTOOD ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT, AND HAS AUTHORITY TO ENTER INTO THIS AGREEMENT AS EXECUTED BELOW.

Exhibit A 

UltERC shall pay Referral Partner for Referrals submitted to UltERC for UltERC Service as follows:

1. Commissions. 

1. Commissions Paid For Referrals Referred Directly by Referral Partner -  sWhen Referral Partner causes a client to sign an agreement, and where UltERC has collected it’s Net Consulting Fee, through the clients use of its UltERC Service, the Referring Referral Partner shall receive a payment in the amount of Ten Percent 10% of the collected “Net Consulting Fee.”  The “Net Consulting Fee” is defined as any collected “Consulting Fees” less any “Client and/or Referral Partner Incentives”.  “Consulting Fees”  shall be defined as any collected Consulting Fees by UltERC for the UltERC Service, either from the client, from the IRS, or from any Refund Advance financing partner.   “Client and/or Referral Partner Incentives” that are deemed as qualified deductions shall be the following: any direct discounts given to the client, and/or any financing incentives paid out of the Consulting fee on behalf of, or to the client directly, and/or any Referral Partner Incentives used for the Referral Partner when the client has received no financing, and the Referral Partner would like to finance an advance of any kind when and if available.  Notwithstanding the foregoing, UltERC reserves the right to modify the UltERC Service Referral Fee, at any time, in its sole discretion, upon notice to Referral Partner.  If and when applicable, any changes to commissions, will only occur on newly created deals, and will not affect any pending deals whatsoever.  Referral Partner shall be responsible for all taxes, duties and similar fees which are levied or imposed by reason of Referral Fees paid to Referral Partner, including but not limited to taxes on Referral Partner’s income.
   
   
2. Referral Partner Override Plan (“Super Affiliate Commission”): For Referral Partners who refer a new referral source, and the said new referral partner signs a Strategic Referral Partner Agreement (such as this agreement) with UltERC, Referral Partner shall receive an override (“Super Affiliate”)  commission of Thirty percent (30%) of the Commissions Paid to the new referral partner (as described herein) for UltERC Service’s sold via the new referral partner.  Notwithstanding the foregoing, UltERC reserves the right to modify the Referral Partner Override (“Super Affiliate Commission”) Fee, at any time, in its sole discretion.   If and when applicable, any changes to commissions, will only occur on newly created deals, and will not affect any pending deals whatsoever.  

2. Payment Due Dates - UltERC shall issue payment for any UltERC Service Referral Fees and/or commissions, (collectively, “Referral Partner Commissions”) as early as eleven (11) days, and no longer than forty (40) days of its receipt of any “Net Consulting Fees”. All Referral Partner Commissions will be paid monthly on the 10th of month following receipt of such fees.  Albeit, Referral Partners in good standing may request in writing an advance of any due payments of collected Net Consulting Fees, and in most cases, this request will be granted, and paid on the 2nd Friday after the request is made, otherwise all payments are sent on the 10th of each month, for the previous month’s collected Net Consulting Fees.

3. Legal, Fraud & Charge Backs - If for any reason, the IRS or or court demands any client funds and/or fees to be returned, or any fraud occurs on behalf of the client and/or the client does not pay, obtains a refund of its consulting services for any reason, then the Referral Partner Commissions paid to Referral Partner must be returned to UltERC upon notice from UltERC. If Referral Partner needs time to pay it, or the Referral Partner has other commission payments due, then UltERC will use those funds to cover any Charge Back situations and/or may debit the Referral Partners account, and/or work out a mutual payment arrangement with the Referral Partner.   For transparency purposes, this has not happened in any of our transactions.

 

Exhibit B 

Strategic Referral Partner Program Code of Conduct 

Ultimate ERC LLC ("UltERC”) is committed to conducting business with the utmost honesty and integrity, and in strict compliance with applicable law. We expect all who participate in the Referral Partner Program ("Referral Partner" or "You") to honor the same commitment and foster a relationship of trust with each of our business customers. We recognize that our Referral Sources, including agents, contractors, vendors, and others play an important role in our overall success. The following describes the responsibilities of Referral Partners transacting with UltERC and reinforces the values and standards to which we are committed. 

You Must Ensure That: 

● The highest moral, ethical and legal standards of Honesty, Integrity and Fairness are practiced at all times
● You always deal professionally with UltERC employees and operate in full compliance with all applicable laws, rules and regulations 

● Any representation about, or description of UltERC product or service is complete, accurate and truthfully describes the terms, conditions, limitations, availability, costs, value and benefits of the product or service
● Marketing Materials approved by UltERC shall contain no misrepresentation either by statement or omission
● Demonstrate commitment to the concepts described in this document 

● Once UltERC completes a transaction for a client you provided you agree to not bring that client to another competing company or assist in obtaining additional services in any way for that client, other than previously provided to the client by you or your firm.

You Must Not: 

● Charge any fees whatsoever to customers unless approved in writing by UltERC 

● Must not discriminate on the basis of race, gender, religion, ethnicity, national origin, or other prohibited basis under federal or state law. 

● Disclose or misuse proprietary, confidential or private information of UltERC or its customers 

● Alter or modify any client or prospective client information in any way 

● Represent yourself as being part of UltERC or an UltERC employee or otherwise lead anyone to believe You are part of UltERC 

● Use the UltERC name or logo or otherwise associate UltERC with any non- approved products 

● Publicly discuss UltERC, including with news organizations, blogs and websites; 

● Subcontract or otherwise permit any person or entity other than you and your employees to sell UltERC products, without UltERC's prior written consent 

● Demean or speak negatively of the company, any other sales person, Referral Partner or vendor
● Violation any applicable federal, state or local law, including any Marketing Laws 

Violation of this Code or any applicable law, rule or regulation, or failure to report the same to UltERC in a timely manner will result in immediate termination of your relationship with UltERC. 

 

Upon submission of this form, a signed copy will be emailed to you.