Heardby Referral Partner Agreement

1. What the partnership is

Partner may introduce employers it already works with to Heardby, in Partner’s own name. Partner is an independent business. Nothing in this agreement makes Partner an employee, agent, franchisee or joint venturer of Heardby, and Partner may not sign anything or make any promise on Heardby’s behalf.

There are no quotas, no required scripts and no exclusivity in either direction.

2. What Partner may and may not say

Partner describes Heardby’s promises to employees exactly as Heardby does, using the wording in Schedule A, and never describes them differently, more broadly or more narrowly. Partner may share Heardby’s public samples and the one-page summary. Partner does not describe Heardby as a survey, an investigation tool or a way to learn what any individual said.

3. No access to customer data

Partner has no access to any customer’s account, rounds, reports, transcripts, teams, documents or employees’ answers, and will not ask a customer for them in connection with this agreement. Heardby shares with Partner only the organization name of each referred account, the date it was referred, whether it has a free, paid or refunded round, and the statement figures in Schedule B.

4. Attribution

An account is attributed to Partner when it signs up within 90 days of following Partner’s referral link, unless the organization or its email domain already had a Heardby account, or appeared in a partner application in the previous 90 days, or is Partner’s own organization or email domain. Heardby’s records decide attribution. [Dispute window to be confirmed by counsel.]

5. Commission

Heardby pays the commission in Schedule B on Collected Revenue from attributed accounts. Collected Revenue means amounts the customer actually paid Heardby for rounds and true-ups, net of refunds, taxes and payment-processor fees [fees treatment to be confirmed by counsel]. Refunds after a commission was earned are deducted from a later statement.

Statements close on the first day of each month for the month before. Heardby pays each closed statement manually, by [payment method to be confirmed], within [30] days. Heardby does not make automated payouts.

6. Reserved.

7. Ending the partnership

Either side may end this agreement at any time from the partner portal or by email to hello@heardby.co. Heardby may suspend or end it at once if Partner misdescribes the promises or asks for customer data. Commission already earned on payments collected before the end date is paid on the normal schedule. [Post-termination tail to be confirmed by counsel.]

8. General

This agreement is governed by the laws of the State of Michigan. Heardby may update Schedule A; Partner is asked to accept the new version before continuing. Changes to Schedule B apply only to payments collected after Partner is notified. [Limitation of liability, confidentiality and notice provisions to be confirmed by counsel.]

Schedule A — The promises, as Heardby describes them

Partner uses exactly this wording, which is what every employee sees before the conversation starts:

• I'm not your manager and I don't work for your company.
• Nothing you say is shown to anyone with your name on it.
• A topic only shows up in the report if at least 5 people raised it.
• You can skip any question or stop at any time.
• Taking part is voluntary. Nobody is told whether you did or didn't.

Schedule A-1. The Promises in Spanish (companion; English controls)

The English in Schedule A governs; these are the same promises as employees see them on the Spanish screen.

• No soy tu jefe y no trabajo para tu empresa.
• Nada de lo que digas se le muestra a nadie con tu nombre.
• Un tema solo aparece en el reporte si lo mencionaron al menos 5 personas.
• Puedes saltarte cualquier pregunta o parar cuando quieras.
• Participar es voluntario. A nadie se le dice si lo hiciste o no.

Schedule B — Commission rates

The Commission Period starts on the date of the attributed account’s first payment to Heardby.

• Months 1 to 12 of the Commission Period: 40% of Collected Revenue.
• Months 13 to 24 of the Commission Period: 15% of Collected Revenue.
• After month 24: no commission.
• Platform-owner accounts and Heardby test organizations are never commissionable.