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KleanCierge Partner Program Agreement

Version v6-partner-2026-07-23 - effective 2026-07-23

KLEANCIERGE LLC PARTNER PROGRAM AGREEMENT This Partner Program Agreement (this "Agreement") is entered into by and between KleanCierge LLC, a limited liability company providing home concierge services in the Washington, DC metropolitan area and in such additional markets as the Company may from time to time enter (the "Company"), and the individual or entity executing acceptance hereof (the "Partner"). The Company and the Partner are each referred to herein as a "Party" and collectively as the "Parties." This Agreement is effective as of the date of the Partner's acceptance hereof (the "Effective Date"). RECITALS WHEREAS, the Company operates a home concierge services business and maintains a referral program (the "Program") pursuant to which participants may direct prospective clients to the Company; WHEREAS, the Company confers a discount upon clients enrolling through the Program and does not remit any fee, commission, or other consideration to Program participants; and WHEREAS, the Partner desires to participate in the Program upon the terms and subject to the conditions set forth herein; NOW, THEREFORE, in consideration of the mutual covenants contained herein and the Company's grant of access to the Program, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. NATURE OF THE PROGRAM; RELATIONSHIP OF THE PARTIES 1.1 Program Participation. The Company hereby grants the Partner a revocable, non-exclusive, non-transferable privilege to participate in the Program by distributing a referral code issued to the Partner pursuant to Section 2. Upon enrollment of a Referred Client (as defined in Section 3.2) through such code, the Company shall apply a discount to such client's first Eligible Service, as further provided in Section 3. 1.2 No Consideration to Partner. The Partner acknowledges and agrees that the discount conferred hereunder inures solely to the benefit of the Referred Client and not to the Partner, and that the Partner shall receive no fee, commission, override, revenue share, or other remuneration of any kind in connection with this Agreement or the Program. 1.3 Independent Status. The Partner is an independent party. The designation "Partner" constitutes a Program title only and shall not be construed to create, and does not create, any employment, agency, joint venture, partnership, or franchise relationship between the Parties. The Partner possesses no authority, express or implied, to act for or on behalf of the Company, to make any representation or warranty, to quote prices, to commit the Company to the provision of services, to accept payment on the Company's behalf, or otherwise to bind the Company to any obligation whatsoever. 1.4 Tax Matters. The Partner shall be solely responsible for any tax liability arising from the Partner's participation in the Program. 2. REFERRAL CODE 2.1 Issuance. Upon the Partner's acceptance of this Agreement, the Company shall issue to the Partner a referral code and an associated enrollment link (collectively, the "Referral Code"). 2.2 Company Discretion. The Company may decline to issue, or may limit, suspend, or deactivate, any Referral Code (a) upon the Partner's breach of this Agreement; (b) where the Company reasonably suspects fraudulent, deceptive, or unlawful referral activity; or (c) upon the Company's modification or discontinuation of the Program. 2.3 Permitted Use. The Partner shall distribute the Referral Code solely to prospective clients whom the Partner personally refers, and solely for the purpose of enabling such persons to enroll with the Company. The Partner shall not publish the Referral Code on any coupon aggregation site, discount directory, or comparable third-party platform without the Company's prior written authorization. 3. DISCOUNT; ATTRIBUTION 3.1 Discount. The Company shall apply a discount to the first Eligible Service purchased by each Referred Client, in such amount as the Company may establish and publish in the Program terms from time to time. The Company reserves the right to modify or discontinue the discount at any time, provided that any client who enrolled prior to such modification shall receive the discount in effect as of the date of such client's enrollment. "Eligible Service" shall have the meaning ascribed to it in the Company's client-facing terms of service, as amended from time to time. 3.2 Referred Client. A "Referred Client" means a person or entity that (a) enrolls with the Company using the Partner's Referral Code; (b) was not, as of the date of enrollment, an existing client of the Company and had not contacted the Company within the one hundred eighty (180) days immediately preceding such enrollment; and (c) completes and remits payment in full for a first Eligible Service. 3.3 Attribution. Where two or more Partners assert a claim to the same Referred Client, the earliest recorded use of a Referral Code shall control. In the absence of any such record, the Company shall determine attribution in good faith. The Company shall honor the discount for the benefit of the Referred Client without regard to which Partner is credited. 4. CONFIDENTIALITY 4.1 Definition. "Confidential Information" means client contact information, service details, non-public pricing, business methods, and other non-public information that the Partner acquires through the Company's platform or through the Partner's relationship with the Company. 4.2 Exclusions. Confidential Information shall not include information that (a) is or becomes generally available to the public other than as a result of any act or omission of the Partner; (b) was lawfully known to the Partner prior to receipt from the Company, as the Partner can demonstrate by contemporaneous written record; (c) is received by the Partner from a third party not subject to any duty of confidentiality; or (d) is independently developed by the Partner without use of or reference to the Company's Confidential Information. 4.3 Obligations. The Partner shall not disclose Confidential Information to any third party, nor use Confidential Information for any purpose other than the referral of prospective clients to the Company, during the term hereof and for a period of three (3) years following termination; provided, however, that client contact information and personal data shall remain subject to the obligations of this Section 4 in perpetuity. 4.4 Compelled Disclosure. In the event the Partner is compelled by law or valid legal process to disclose Confidential Information, the Partner shall, to the extent legally permissible, provide the Company with prior written notice sufficient to enable the Company to seek a protective order or other appropriate remedy, and shall disclose only that portion of the Confidential Information legally required to be disclosed. 4.5 Return or Destruction. Upon termination of this Agreement, the Partner shall immediately cease all use of Confidential Information and shall, within thirty (30) days, return or destroy all Confidential Information in the Partner's possession or control, and shall certify such destruction in writing upon the Company's request. 5. DATA PROTECTION 5.1 Permitted Processing. The Partner shall process personal information of the Company's clients and prospective clients solely as necessary to effect referrals under this Agreement. The Partner shall not sell, rent, lease, or otherwise disclose such information to any third party. 5.2 Safeguards. The Partner shall implement and maintain reasonable administrative, technical, and physical safeguards appropriate to the sensitivity of such information. 5.3 Independent Purposes Prohibited. The Partner shall not process such information for the Partner's own marketing or for any other purpose absent the separate, documented consent of the individual concerned, obtained independently of the Company. 5.4 Incident Notification. The Partner shall notify the Company in writing within seventy-two (72) hours of discovering any unauthorized access to, acquisition of, or disclosure of personal information of the Company's clients or prospective clients in the Partner's possession or control, and shall cooperate reasonably with the Company's investigation and with any notification the Company determines to be required by applicable law. 6. PARTNER COVENANTS; COMPLIANCE The Partner covenants and agrees that the Partner shall: (a) comply with all applicable federal, state, and local laws in connection with the Partner's referral and marketing activities, including without limitation the Telephone Consumer Protection Act, 47 U.S.C. Section 227, the CAN-SPAM Act, 15 U.S.C. Section 7701 et seq., and applicable state analogues thereto; (b) obtain all consents legally required prior to contacting any person regarding the Company's services; (c) make no false, misleading, or unauthorized statement concerning the Company, its services, its pricing, or its status; (d) make no representation that the Partner is licensed, bonded, background-checked, or otherwise vetted by the Company, and no guarantee as to any service outcome; (e) disclose the Partner's relationship with the Company where required by the Federal Trade Commission's Guides Concerning the Use of Endorsements and Testimonials in Advertising, 16 C.F.R. Part 255, or by other applicable law; and (f) refrain from any use of the Company's name, marks, logo, or brand except as the Company may authorize in writing. The Partner shall conduct all outreach on the Partner's own behalf and not as an agent of the Company. 7. GROUNDS FOR IMMEDIATE TERMINATION 7.1 Grounds. The Company may deactivate the Partner's Referral Code and terminate this Agreement immediately, without notice and without liability, in the event that the Partner: (a) solicits or diverts any client of the Company away from the Company with respect to services the Company introduced or arranged for such client; (b) uses Confidential Information to solicit any client of the Company; (c) breaches any provision of Section 4, Section 5, or Section 6; or (d) engages in fraudulent referral activity, including without limitation self-referral or the submission of fictitious enrollments. 7.2 Construction. This Section 7 establishes conditions of continued Program participation and shall not be construed as a covenant not to compete, a covenant against solicitation, or any other restraint upon the Partner's trade or business. Nothing in this Agreement restricts the work the Partner may accept, the persons from whom the Partner may accept it, or the timing thereof, whether during the term hereof or following termination. The Partner's obligations under Section 4 and Section 5 survive in accordance with their terms. 8. DISCLAIMER OF WARRANTIES The Company's services are furnished to clients pursuant to the Company's own terms of service. THE COMPANY MAKES NO REPRESENTATION OR WARRANTY TO THE PARTNER, EXPRESS OR IMPLIED, REGARDING THE AVAILABILITY, QUALITY, OR OUTCOME OF ANY SERVICE, THE APPROVAL OR CONTINUATION OF ANY REFERRAL CODE, THE AMOUNT OF ANY DISCOUNT, OR ANY LEVEL OF REFERRAL VOLUME. THE PROGRAM IS PROVIDED "AS IS" AND "AS AVAILABLE," AND THE COMPANY HEREBY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 9. LIMITATION OF LIABILITY 9.1 Consequential Damages. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY AND WHETHER OR NOT SUCH PARTY WAS ADVISED OF THE POSSIBILITY THEREOF. 9.2 Aggregate Cap. EACH PARTY'S TOTAL AGGREGATE LIABILITY TO THE OTHER ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED FIVE HUNDRED DOLLARS ($500). 9.3 Exclusions. The limitation set forth in Section 9.2 shall not apply to (a) the Partner's indemnification obligations under Section 10; (b) the Partner's breach of Section 4 or Section 5; or (c) either Party's fraud or willful misconduct. 9.4 Equitable Relief Preserved. Nothing in this Section 9 shall limit either Party's right to seek injunctive or other equitable relief for breach of Section 4 or Section 5. 10. INDEMNIFICATION 10.1 By the Partner. The Partner shall indemnify, defend, and hold harmless the Company and its members, managers, officers, employees, and agents from and against any third-party claim, and any resulting loss, damage, liability, or expense (including reasonable attorneys' fees), arising out of or relating to (a) any misrepresentation by the Partner to any prospective or actual client; (b) the Partner's violation of any applicable law in connection with the Partner's referral, marketing, or data-handling activity; or (c) the Partner's breach of Section 4 or Section 5. 10.2 By the Company. The Company shall indemnify, defend, and hold harmless the Partner from and against any third-party claim, and any resulting loss, damage, liability, or expense (including reasonable attorneys' fees), arising out of or relating to the Company's performance or non-performance of services for any Referred Client, or the Company's violation of any applicable law in connection therewith, except to the extent such claim arises from the Partner's misrepresentation, breach, or unlawful conduct. 10.3 Procedure. The Party seeking indemnification shall (a) promptly notify the indemnifying Party in writing of the claim, provided that any delay in such notice shall relieve the indemnifying Party of its obligations only to the extent it is materially prejudiced thereby; (b) permit the indemnifying Party to control the defense and settlement thereof with counsel of its selection; and (c) cooperate reasonably at the indemnifying Party's expense. No Party shall settle any claim in a manner imposing liability upon or requiring an admission by the other Party without such Party's prior written consent, which shall not be unreasonably withheld. 11. TERM AND TERMINATION 11.1 Term. This Agreement commences on the Effective Date and continues until terminated in accordance with this Section 11. 11.2 Termination for Convenience. Either Party may terminate this Agreement at any time, with or without cause, upon written notice to the other Party. 11.3 Termination for Cause. The Company may terminate this Agreement immediately pursuant to Section 7. 11.4 Effect of Termination. Any Referred Client who enrolled prior to the effective date of termination shall retain the discount to which such client is entitled under Section 3. 11.5 Survival. Sections 4, 5, 8, 9, 10, 12, 13, and 14, together with this Section 11.5, shall survive termination of this Agreement. Section 6 shall survive solely with respect to the Partner's conduct occurring during the term hereof. 12. AMENDMENT The Company may amend this Agreement from time to time. The Company shall provide the Partner not less than thirty (30) days' prior written notice of any material amendment, accompanied by the revised instrument. Such amendment shall take effect upon expiration of the notice period unless the Partner terminates this Agreement prior thereto. The Partner's failure to use a Referral Code shall not, of itself, constitute acceptance of any amendment. 13. NOTICES All notices required or permitted hereunder shall be in writing and delivered by electronic mail to the address designated by each Party upon acceptance hereof, or to such other address as a Party may designate by notice given in accordance with this Section 13. Notice shall be deemed effective on the business day transmitted if transmitted prior to 5:00 p.m. Eastern Time, and otherwise on the next business day. The Company's notice address is info@kleancierge.com. The Partner's notice address is the electronic mail address furnished by the Partner upon acceptance, which the Partner shall maintain in current form. 14. GOVERNING LAW; DISPUTE RESOLUTION 14.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the District of Columbia, without regard to its conflict-of-laws principles. 14.2 Informal Resolution. The Parties shall first endeavor in good faith to resolve any dispute arising out of or relating to this Agreement by written notice given pursuant to Section 13. 14.3 Arbitration. Any dispute not resolved within thirty (30) days following such notice shall be finally resolved by binding arbitration administered by the American Arbitration Association pursuant to its Consumer Arbitration Rules, before a single arbitrator, with the seat of arbitration in the District of Columbia. Hearings may be conducted by remote means at the request of either Party. The Company shall bear all filing, administrative, and arbitrator fees. Each Party shall bear its own attorneys' fees unless the arbitrator awards otherwise pursuant to applicable law. Judgment upon the award rendered may be entered in any court having jurisdiction thereof. 14.4 Exceptions. Nothing in this Section 14 shall preclude either Party from (a) bringing an individual claim in a court of small claims having jurisdiction; or (b) seeking injunctive or other equitable relief in a court of competent jurisdiction in the District of Columbia to enforce Section 4 or Section 5. 15. MISCELLANEOUS 15.1 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous understandings, whether written or oral. 15.2 Severability. If any provision hereof is held invalid or unenforceable, such provision shall be limited or severed to the minimum extent necessary, and the remainder of this Agreement shall continue in full force and effect. 15.3 Assignment. The Partner may not assign this Agreement, in whole or in part, by operation of law or otherwise. The Company may assign this Agreement to any successor in interest. 15.4 No Waiver. No failure or delay by either Party in exercising any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise preclude any further exercise of such right. 15.5 Headings. Section headings are for convenience of reference only and shall not affect the interpretation of this Agreement. 15.6 Construction. This Agreement shall be construed according to its fair meaning and not strictly for or against either Party, without regard to which Party drafted it. 16. ELECTRONIC ACCEPTANCE By typing the Partner's full legal name, affirmatively checking the acceptance box, and submitting the foregoing, the Partner acknowledges having read and understood this Agreement and agrees to be bound hereby. The Parties agree that such electronic acceptance constitutes a valid electronic signature having the same legal force and effect as a handwritten signature pursuant to the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. Section 7001 et seq., and D.C. Code Sections 28-4906 and 28-4908. The Company shall record the version of this Agreement accepted, the date and time of acceptance, the originating IP address, and the name submitted, and shall make a downloadable copy available to the Partner.