Compass Dealer Services Affiliate Referral Agreement

Parties to Agreement: This agreement is between Compass Dealer Services LLC ("Compass"), a California limited liability company (“Company”), located in San Juan Capistrano, CA and Affiliate to be named in signature section ("Affiliate").  

Agreement Terms
1. Description of the Program

The Compass Affiliate Program ("Program") allows approved affiliates to promote Compass Dealer Services LLC, a California limited liability company (“Company”or "Compass"), located in San Juan Capistrano, CA and earn commissions for qualified dealer referrals. Affiliates may use approved marketing materials, affiliate links, and affiliate codes provided by Compass. A referral becomes eligible for commission only when it meets the criteria defined in this Agreement and in Schedule B: Commissions.

 

2. Program Compliance Requirements
Affiliate must comply with: this Agreement, all Company policies, all applicable laws and regulations, and ethical marketing standards. Compass may request information at any time to verify compliance. Compass may suspend or terminate Affiliate for violations, fraud, or conduct harmful to Company.

3. Compass Customers
Referred dealers are customers of Compass, not the Affiliate. Compass controls all onboarding, pricing, service terms, production validation, and customer service. Affiliate may not represent themselves as Compass staff or negotiate terms on Compass's behalf.

4. Warranties
Affiliate represents and warrants that: all information provided is accurate, Affiliate is legally able to enter contracts, Affiliate's promotional activities comply with all laws, Affiliate will not engage in deceptive or misleading practices. Compass makes no guarantees regarding referral volume, production volume, or commission earnings.

5. Data Privacy & Security
Affiliate shall comply with all applicable privacy laws, including the California Consumer Privacy Act (CCPA/CPRA), CAN‑SPAM, TCPA, and any other relevant regulations.

Affiliate agrees to:

protect all dealer information and personal data;
not collect, store, sell, or share dealer data for any purpose other than the referral;
implement reasonable security measures to prevent unauthorized access;
immediately notify Compass of any suspected data breach.
Affiliate may not use dealer information for any purpose other than facilitating the referral to Compass.

6. Identifying Yourself as an Affiliate
Affiliate must clearly disclose their relationship with Compass in compliance with FTC guidelines. Example: "As a Compass Affiliate, I may earn commissions from qualifying dealer referrals." Affiliate may not misrepresent their relationship with Compass.

7. Term and Termination
This Agreement begins upon Affiliate's registration. Either party may terminate at any time with written notice. Compass may terminate immediately for: breach of this Agreement, fraudulent or unethical conduct, reputational harm, legal or compliance concerns, misuse of Program Content, or attempts to manipulate tracking or production. Upon termination, Affiliate must cease using Compass branding. Verified commissions will be paid; unverified commissions may be held until validation is complete.

8. Disclaimers
All Program Content, tools, and materials are provided "as is" and "as available." Compass does not guarantee uninterrupted service, error-free tracking, or specific earnings.

 

9. Limitations of Liability
Compass is not liable for: indirect, incidental, or consequential damages; loss of revenue, goodwill, or data; business interruptions; delays caused by third-party

systems. Compass's total liability is limited to commissions paid in the 12 months preceding any claim.

10. Indemnification
Affiliate agrees to indemnify and hold Compass harmless from claims arising out of: Affiliate's promotional activities, violations of law, breach of this Agreement, misuse of Program Content, tax obligations, negligence or misconduct.

11. Governing Law

This Agreement is governed by the laws of the State of California.

Dispute Resolution
Any dispute arising out of this Agreement shall first be addressed through good‑faith negotiation. If unresolved, the dispute shall be submitted to binding arbitration in Orange County, California, under the rules of the American Arbitration Association.

Affiliate waives the right to participate in class actions or collective claims.

12. Taxes
Affiliate is responsible for all taxes related to commissions earned. A valid W-9 must be submitted before payouts are issued. Compass may withhold payments until tax documentation is received.

13. Additional Provisions
Compass may: monitor Affiliate's promotional activities, review Affiliate's materials for compliance, update Program Content, modify Program rules with notice. Affiliate may not assign this Agreement without written approval. This Agreement constitutes the entire understanding between the parties.

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14. Force Majeure
Compass is not liable for delays or failures caused by events outside its reasonable control, including:

natural disasters; pandemics; provider outages; system failures; labor disputes;
government actions.
During such events, Compass’s obligations are or may be suspended.

Schedule B: Commissions
1.  Commission Structure — Per current Commission Agreement = Schedule C. Paid only on verified, accepted production. Paid only when Compass receives payment for the production.

2. Payout Timing — Commissions are paid on the 5th of the following month after Compass receives payment. Example: Compass is paid May 28 → Affiliate payout is July 5. If the 5th falls on a weekend or federal holiday, payment is issued the next business day.

3. Eligibility Requirements — A referral becomes a Qualified Referral when: Dealer completes onboarding, dealer submits valid production, Compass receives payment, affiliate code is present, no fraud or duplication exists.

3A. Duplicate Referral Resolution
If multiple affiliates claim the same referral, Compass will determine attribution based on:

first verified referral; first valid affiliate code; Compass’s internal CRM records.
Compass’s determination is final.

4. Adjustments & Reversals — Compass may adjust or deny commissions if: production is reversed, production is invalid, fraud is detected, or referral was already in the system.

5. Disputes — Affiliate must notify Compass of any commission dispute within 30 days of payout.

6.  Modifications — Compass may update this Schedule with written notice.

7.  Accidental Overpayment — If Compass determines an overpayment
occurred, Compass shall provide written notice. Affiliate agrees to return the overpaid amount within 15 calendar days. Compass may offset any outstanding overpayment against future commissions.

 

8. Commission Agreement Updates: Schedule C – Commission Table (current) is available here: Compass Schedule C - current commission. Any subsequent updates to the commission agreement will be emailed to you. Commission Agreement updates are based upon the production/payment date of the dealership. Example: If a dealer remits contracts to provider on May 3rd, and the Commission Agreement update was May 1st, the updated commission agreement would apply.

9. Dealer Production: Compass does not control dealer production. Compass will encourage dealer clients to produce. If a dealer is terminated by provider, or does not produce for 6 months, Compass will consider the dealership as terminated and will no longer report it to your affiliate report.

10. Ongoing Commission Eligibility
The Affiliate will continue to receive commissions on all Eligible Referrals they have generated for as long as this Agreement remains in effect and the Affiliate remains in good standing. Commission rights remain active for the duration of the dealer’s relationship with Compass Dealer Services, including renewals, extensions, and continued product sales, unless this Agreement is terminated in accordance with its terms.

Dealer Expansion
If a referred dealership expands operations, opens additional rooftops, locations, or affiliated dealership points under the same ownership group, those additional locations will automatically be treated as Eligible Referrals. The Affiliate will receive commissions on qualifying product sales generated by all such additional locations under the same commission structure outlined in this Agreement. 

12. Change of Ownership (Sale of Compass Dealer Services)
In the event Compass Dealer Services LLC is sold, merged, or transferred to a new owner, Compass will make reasonable efforts to ensure this Agreement is honored by the acquiring entity. However, Compass cannot guarantee continuation of this Agreement following a change of ownership. The Affiliate acknowledges that commission payments and program terms may be modified or discontinued by the acquiring entity.

13. W-9 & Payment Information: Affiliate will be required to sign a current W-9 and provide pertinent payment information prior to receiving any payouts.

14. Payment Method Changes: Affiliate is responsible for updating any payment method changes in a timely manner.

Current Commission Structure: Compass Schedule C - Current Commissions