Terms of Service
1. What PartnerFlow Is
PartnerFlow runs a two-sided referral network. We recruit partners, route referrals, track attribution, automate communication, and administer referral compensation.
We are a technology and coordination platform. We are not a party to any transaction between a Referred Consumer and a Service Provider, and we don't perform the underlying services. We don't employ, control, supervise, license, bond, or insure any Service Provider or Referral Partner. Any service contract is between the Service Provider and their customer.
2. Accounts
You must be 18+ and acting on behalf of a business. The Services aren't for personal or household use. If you're accepting on behalf of an entity, you represent you can bind it.
Keep your registration information accurate and your credentials secure. You're responsible for activity under your account. Tell us if it's compromised.
We may refuse, suspend, or terminate an account where we believe these Terms have been breached.
3. Roles and Program Terms
Service Provider — receives referred customers, pays referral compensation.
Referral Partner — submits referrals, may earn compensation.
Referred Consumer — the person or business referred.
Referral — a submission identifying a Referred Consumer and their need.
Qualified Referral — a Referral meeting the criteria in the applicable Program Terms.
Commercial terms — rates, qualification criteria, service areas, exclusivity, duration — live in separate Program Terms, an order form, or a partner agreement. Those are incorporated here and control where they conflict with these Terms.
4. If You Submit Referrals
For each Referral, you represent and agree that:
4.1 Consent. The Referred Consumer has agreed to have their information shared with the Service Provider and to be contacted by them. Where prior express written consent is required for calls or texts — including under the TCPA and state analogues — you've obtained it using the disclosure and consent flow we or the Service Provider supply, without alteration.
4.2 Accuracy. The information is accurate and not fabricated, duplicated, or recycled from a prior submission.
4.3 No misrepresentation. You won't hold yourself out as an agent or representative of PartnerFlow or any Service Provider, or make pricing, performance, or warranty promises on their behalf. Use our or a Service Provider's name and marks only as permitted.
4.4 Referral fees are lawful for you. You represent that paying and receiving referral compensation is legal in your industry and jurisdiction. Referral fees are restricted or prohibited in some contexts — including real estate settlement services (RESPA), legal services, healthcare (the Anti-Kickback Statute and state versions), insurance, and mortgage lending. Confirming that your participation is permitted is your responsibility.
4.5 Legal compliance. You'll comply with applicable law in how you source referrals and market your participation.
5. If You Receive Referrals
5.1 Licensing. You hold and maintain the licenses, registrations, and insurance required to perform your services wherever you accept Referrals. Tell us promptly of a lapse, suspension, or revocation.
5.2 Purpose limitation. You'll use Referred Consumer information only to contact that consumer about the service they requested. You won't resell it, transfer it to third parties, or add it to a marketing list or database beyond that purpose.
5.3 Honor opt-outs. Contact consumers only within the scope of the consent obtained. Honor revocations, do-not-call and do-not-text requests, and calling-time restrictions promptly and across all channels.
5.4 Accurate reporting. Report referral outcomes and values accurately and on time.
5.5 No circumvention. For the period in your Program Terms, don't arrange to take referrals from a Partner we introduced you to outside the Services in order to avoid attribution or compensation.
5.6 Your data. Once a referral is delivered to you, you control that information and are responsible for handling it lawfully.
6. Compensation and Payouts
6.1 Rates, criteria, and timing are set in your Program Terms.
6.2 Attribution is determined by our platform records. Where records conflict, our good-faith determination is final absent manifest error.
6.3 Processing. Payouts run through Stripe and are subject to Stripe's terms. You'll need to complete Stripe onboarding and verification to get paid. We don't control Stripe's holds or account decisions.
6.4 Taxes. You're an independent contractor and responsible for your own taxes. Provide a valid W-9 or equivalent before payout; we'll issue a 1099 where required and may withhold payouts until we have valid tax information.
6.5 Adjustments and clawbacks. We may withhold, reverse, offset, or claw back compensation where a Referral is duplicated, fabricated, submitted without required consent, or otherwise in breach of these Terms; where the underlying transaction is cancelled, refunded, or charged back; or where we suspect fraud, pending investigation. We may set off what you owe us against what we owe you.
7. Fees
Service Provider fees are set in your Program Terms or order form. Unless stated otherwise, fees are in U.S. dollars, billed through Stripe, non-refundable except as required by law, and exclusive of taxes. Late amounts may accrue interest at the lesser of 1.5%/month or the legal maximum, and we may suspend the Services for non-payment after notice.
8. Acceptable Use
Don't:
Submit false, fabricated, or duplicated Referrals, or refer yourself or accounts you control
Manipulate attribution, tracking parameters, or outcome reporting
Scrape the Services, or access them by automated means outside interfaces we provide
Reverse engineer the Services, or circumvent authentication, rate limits, or access controls
Introduce malware or anything meant to disrupt the Services
Use the Services to violate the law or anyone's rights
Impersonate anyone or misrepresent your affiliation
Interfere with anyone else's use of the Services
9. Intellectual Property
Ours. The Services — software, design, content, workflows — and all IP in them belong to NodeCode LLC or our licensors. "PartnerFlow," "PartnerFlow Team," "NodeCode," and our logos are our marks. We grant you a limited, revocable, non-exclusive, non-transferable license to use the Services for your business purposes while your account is active. No other rights.
Yours. You keep ownership of what you submit. You grant us a worldwide, non-exclusive, royalty-free license to host, store, transmit, display, and process it to operate the Services, route and administer Referrals, and as our Privacy Policy allows. You represent you have the rights to grant this.
Feedback you send us, we can use freely.
Aggregated data. We may create de-identified, aggregated data from platform activity and use it for any lawful purpose, provided it can't identify you or any Referred Consumer.
10. Disclaimers
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND. WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
We don't warrant:
Any volume, quality, qualification rate, conversion rate, cost per acquisition, or revenue. Figures on our website describe past results for specific clients. They are not a prediction or guarantee of your results.
The accuracy or legality of information any Referral Partner submits, including whether consumer consent exists.
The licensing, competence, honesty, solvency, or performance of any Service Provider or Referral Partner.
That the Services will be uninterrupted, secure, or error-free.
This isn't legal advice. Materials we supply — consent language, disclosures, forms, templates — are for convenience. Messaging, privacy, and referral-fee law varies by state and industry and changes. Have your own counsel review your compliance. Using our materials doesn't shift responsibility for your compliance to us.
Some jurisdictions don't allow certain disclaimers, so parts of this may not apply to you.
11. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, BUSINESS, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY.
OUR TOTAL LIABILITY ARISING OUT OF THESE TERMS OR THE SERVICES WON'T EXCEED THE GREATER OF (A) AMOUNTS YOU PAID US, OR WE PAID YOU, IN THE TWELVE MONTHS BEFORE THE CLAIM, OR (B) $100.
This applies regardless of theory of liability and even if a limited remedy fails its essential purpose. It doesn't limit liability that can't be limited by law, including for gross negligence, willful misconduct, or fraud.
12. Indemnification
You'll defend, indemnify, and hold harmless NodeCode LLC and its members, officers, employees, and agents against any claim, loss, liability, fine, penalty, or expense (including reasonable attorneys' fees) arising out of:
Your breach of these Terms or your representations
Any claim that a call, text, or email made in reliance on consent you represented you had obtained was unlawful — including under the TCPA, state mini-TCPA statutes, the TSR, or CAN-SPAM
Your violation of law or of anyone's rights, including any Referred Consumer's
Your services, products, or dealings with any Referred Consumer
Your receipt or payment of referral compensation, including any claim it was prohibited in your industry or jurisdiction
We'll notify you, give you control of the defense (we may participate with our own counsel at our expense), and cooperate. Don't settle in a way that puts liability or an admission on us without our written consent.
13. General
Entire agreement. These Terms, your Program Terms, and the Privacy Policy are the whole agreement and supersede prior discussions.
Changes. We may modify these Terms. We'll post an updated version with a revised date and give account holders at least 30 days' notice of material changes by email or in-product. Continued use after that is acceptance.
Independent parties. No partnership, joint venture, agency, franchise, fiduciary, or employment relationship is created. Neither party can bind the other.
Assignment. You can't assign these Terms without our consent. We may assign in a merger, acquisition, financing, or asset sale.
No waiver. Not enforcing a provision isn't waiving it.
Severability. An unenforceable provision is modified to the minimum extent necessary or severed; the rest stands.
Force majeure. Neither party is liable for delays beyond its reasonable control.
Notices. We may notify you by email or in-product. Notice to us goes to [LEGAL EMAIL], and legal notices to the address below.
Third-party beneficiaries. None, except Sections 10, 11, and 12 apply for the benefit of our members, officers, employees, and agents.
Interpretation. Headings are convenience only. "Including" means "including without limitation." These Terms won't be construed against the drafter.
14. Contact
NodeCode LLC d/b/a PartnerFlow Team [email protected]