This Performance-Based Referral Partner Agreement (“Agreement”) is entered into by and between:
Heelheid Venture Studio, a limited liability company operating the business project known as KerlHive (“Company”), and the individual who electronically accepts this Agreement (“Partner”).
For clarity, the individual whose full legal name, email address, country of residence, and electronic signature appear at the end of this Agreement shall be deemed the “Partner” for all legal and operational purposes.
The “Effective Date” is the date on which the Partner completes and submits electronic acceptance. All contractual rights, obligations, payments, and enforcement authority under this Agreement belong to Heelheid Venture Studio.
The purpose of this Agreement is to establish a structured, performance-based referral partnership. The Partner promotes and directs potential participants to KerlHive’s programs through approved tracking systems. The Company retains full responsibility for lead capture, qualification screening, event delivery, sales conversion, and payment processing.
For the purpose of milestone bonus calculations under Section 5, a qualifying live event is exclusively a KerlHive-branded, KerlHive-operated live virtual session that has been officially designated by the Company as a qualifying event and communicated to Partners through official channels, including but not limited to the Hive Partners Circle, email communications from hello@kerlhive.com, or the Partner dashboard.
The following do not constitute qualifying live events for milestone bonus purposes regardless of attendance numbers: informal social media live sessions; partner-hosted events, workshops, or calls; sessions operated by third parties; recordings, replays, or asynchronous viewing of previous events; and any event not explicitly confirmed as qualifying by the Company in advance.
The Company will notify Partners of upcoming qualifying events with no less than forty-eight (48) hours advance notice through official channels. The Company is not obligated to guarantee a minimum number of qualifying events per month.
The Partner agrees to comply with all applicable advertising, marketing, and consumer protection laws in their country of residence, all relevant data privacy laws, and the terms of service of any platform used for promotion. The Partner is solely responsible for lawful promotion in their jurisdiction.
The Partner warrants and represents that their promotional activities are directed specifically and genuinely at individuals who are, to the Partner’s reasonable knowledge and belief, experienced caregivers meeting the qualification criteria set out in Section 4. The Partner acknowledges that the purpose of this Agreement is to connect KerlHive with qualified experienced caregivers and not to generate attendance numbers from general, unrelated, or artificially assembled audiences.
The Partner shall not, directly or indirectly, instruct, encourage, incentivise, or permit individuals to misrepresent their professional background, geographic location, or caregiving experience for the purpose of passing KerlHive’s qualification criteria. Any evidence that a Partner has engaged in or facilitated such conduct shall constitute a material breach of this Agreement.
The Company reserves the right to assess referral quality on an ongoing basis. If the Company determines, in its reasonable judgment, that a Partner’s referrals exhibit a pattern of failing qualification criteria at a rate materially higher than the program average, the Company may withhold milestone bonuses for the affected period pending a formal referral quality audit. The Partner will be notified in writing and given ten (10) business days to respond before any withholding takes effect.
The Partner acknowledges that KerlHive’s programs are designed for caregivers in specific eligible geographic markets as defined in Section 4.1. The Partner warrants that their promotional activities are directed at audiences with a genuine connection to these eligible markets and not at general or geographically ineligible populations.
The Company reserves the right to monitor the geographic distribution of a Partner’s referrals. If the Company determines, in its reasonable judgment, that a material proportion of a Partner’s referrals originate from ineligible geographic regions on a consistent basis, the Company may: (i) request a written explanation from the Partner within five (5) business days; (ii) withhold milestone bonuses for affected periods pending review; and (iii) if the pattern persists, terminate this Agreement for cause.
Geographic ineligibility of referred individuals does not entitle the Partner to compensation or reimbursement for promotional efforts made in connection with those referrals.
A referral is only “Qualified” — and eligible for commission — if all of the following conditions are fully satisfied. Partial compliance does not qualify.
For milestone bonuses, a referral counts as a “Qualified Attendee” only when all of the following conditions are simultaneously satisfied: (i) the individual registered for the event using the Partner’s assigned tracking link; (ii) the individual meets the geographic eligibility criteria in Section 4.1; (iii) the individual meets the professional experience criteria in Section 4.2; and (iv) the individual attended the live event in real time for a continuous minimum duration of forty-five (45) minutes and remained until the conclusion of the live event, as verified exclusively by the Company’s event platform attendance records.
Attendance duration is measured from the time the individual joined the live session to the time they exited, as recorded by the Company’s designated event platform. Partial attendance, late joins that result in less than forty-five (45) minutes of total attendance, and attendance via replay, recording, or any non-live format do not qualify. The Company’s event platform records are the sole and final authority on attendance duration. No alternative evidence of attendance submitted by the Partner shall override or supplement the Company’s records.
For ICPRP or ICPLP commission eligibility, the participant must complete full payment, the payment must clear, and the participant must not request a refund or initiate a chargeback within the 15-day refund validation window in Section 6.
Additionally, each individual caregiver may be counted as a Qualified Attendee for milestone bonus purposes on one occasion only per live session. An individual who attends multiple qualifying sessions in the same week or across different weeks may generate a milestone bonus contribution for each separate session, provided they meet all qualification gates in Section 4 on each separate occasion and are attending as a new genuine participant rather than as a recycled attendance entry.
The Company maintains attendance records for all qualifying sessions. The Company’s records are the final authority on all attendance counts and milestone bonus calculations. A Partner who disputes a milestone calculation must submit a written request to hello@kerlhive.com within ten (10) business days of receiving their monthly commission statement. The Company will respond within five (5) business days.
The Partner shall be compensated strictly on a performance-based model, subject to validation under Section 4. All amounts are in United States Dollars (USD).
| Program / Stream | Commission Rate | Trigger | Earnings Per Unit |
|---|---|---|---|
|
★ Primary
Launch Program (ICPLP)
Independent Care Practice Launch Program · USD $1,997 price
|
25% · Permanent rate | Per confirmed paid enrollment | $499.25 No cap · No renegotiation |
|
Stream 2
Readiness Program (ICPRP)
Independent Care Practice Readiness Program · USD $57 price
|
35% | Per confirmed paid enrollment | $19.95 High volume expected |
|
Stream 3
Milestone Bonus
40 Qualified Attendees in a single qualifying live session via your tracking link
|
Flat bonus · No cap | 40 qualified attendees per single session | $100 Per milestone unit · Resets each session |
Thresholds are evaluated independently per stream and are not combined. For ICPLP and ICPRP streams, unmet thresholds roll over automatically to the following month until the threshold is reached. Milestone bonus partial session counts do not roll over; each qualifying live session is assessed independently.
The Company reserves the right to recover, by deduction from future earnings or by direct demand, any milestone bonus or commission payment that was made based on referrals subsequently found to be fraudulent, manipulated, unqualified, or in violation of any provision of this Agreement.
The Company’s right to recover applies regardless of whether the payment was made in good faith at the time of processing. The Company will notify the Partner in writing of any clawback action, specifying the amount, the basis for recovery, and the timeline for settlement.
If recovery cannot be made through deduction from future earnings because the Partner’s account has been terminated or has insufficient future earnings, the Partner shall repay the amount directly to the Company within thirty (30) calendar days of written demand. Failure to repay within this period entitles the Company to pursue recovery through any available legal remedy. The Partner agrees that the Company’s payment records and validation reports constitute sufficient evidence of the amount owed.
This clawback right survives termination of this Agreement for a period of twenty-four (24) months from the date of the relevant payment.
This Agreement expires automatically at the end of the initial three-month term and does not renew automatically. To continue participation, both parties must provide written confirmation of renewal referencing this Agreement by name and the Partner’s Effective Date. Renewal confirmations must be exchanged via email between the Partner’s registered email address and hello@kerlhive.com. Renewed terms carry all original provisions forward unless a written amendment signed or electronically accepted by both parties is attached to the renewal confirmation. Verbal or implied renewals are not valid.
A Partner who generates zero qualified referrals and makes no verifiable promotional activity in connection with KerlHive for a continuous period of sixty (60) calendar days shall be classified as an Inactive Partner. Verifiable promotional activity means activity that results in at least one unique referral link click as recorded in the Company’s tracking system, or the Partner submitting evidence of active promotion to hello@kerlhive.com within the sixty-day period. The Company will notify an Inactive Partner by email at the address on record.
Following the inactivity notification, the Partner has fourteen (14) calendar days to resume verifiable promotional activity or to confirm in writing their intention to continue as a Partner. If no response or activity is received within this fourteen-day period, the Company may, at its sole discretion, suspend the Partner’s referral link, restrict dashboard access, and treat the Agreement as voluntarily abandoned.
A Partner whose account is suspended for inactivity retains any validated and unpaid earnings accrued prior to suspension, which will be processed at the next regular payout cycle. A suspended Partner may request reactivation by written notice to hello@kerlhive.com, subject to the Company’s discretion and the Partner’s agreement to any updated terms then in force.
Maintaining the integrity, reputation, and trustworthiness of KerlHive is critical to the Company’s mission. The following conduct is strictly prohibited and may result in immediate termination:
For the avoidance of doubt, the following behaviours constitute tracking manipulation and fraudulent commission claims under this Agreement, whether carried out directly by the Partner or through any third party acting on the Partner’s behalf or at the Partner’s direction:
The Company reserves the right to determine, in its reasonable judgment, whether any conduct constitutes tracking manipulation. Discovery of any of the above behaviours shall constitute a material breach of this Agreement and grounds for immediate termination under Section 8.3, forfeiture of all unpaid earnings, and initiation of recovery proceedings under Section 6.6.
The Company reserves the right, at any time and without prior notice, to audit any aspect of a Partner’s referral activity, promotional methods, audience composition, and compliance with this Agreement. Audit rights include but are not limited to the right to: (i) request documentation of promotional platforms, content, and methods used; (ii) request evidence of the audiences the Partner is targeting; (iii) cross-reference the Partner’s referral data against the Company’s own tracking records; and (iv) review attendance and registration data for any event in which the Partner claims milestone bonus eligibility.
The Partner agrees to cooperate fully with any audit request and to provide all reasonably requested documentation within five (5) business days of a written request from the Company. Failure to cooperate with an audit within the specified timeframe shall be treated as a material breach of this Agreement and may result in the withholding of all pending payments until cooperation is received.
The Company may, at its discretion, engage an independent third party to conduct an audit. The cost of such third-party audits shall be borne by the Company unless the audit reveals material fraud or misrepresentation, in which case the Partner shall reimburse the Company for reasonable audit costs.
All information provided by the Partner during an audit shall be treated as confidential by the Company and used solely for the purpose of validating compliance with this Agreement.
All KerlHive brand assets, logos, trademarks, program names, marketing materials, and proprietary content provided to the Partner remain the exclusive intellectual property of Heelheid Venture Studio at all times. The Partner is granted a limited, non-exclusive, non-transferable, revocable licence to use approved brand assets solely for the purpose of promoting KerlHive programs in accordance with this Agreement. This licence is automatically revoked upon termination or suspension of this Agreement.
Content created independently by the Partner that incorporates KerlHive brand assets, program descriptions, or promotional messaging remains the Partner’s property but is subject to the removal obligations in Section 8.4. The Partner grants the Company a non-exclusive, royalty-free licence to share, reshare, and amplify Partner-created promotional content for KerlHive’s own marketing purposes, with attribution to the Partner where practical.
Upon termination of this Agreement for any reason, the Partner shall within seven (7) calendar days: (i) remove all public-facing promotional content that references KerlHive programs, events, or services; (ii) cease use of all KerlHive brand assets; and (iii) confirm in writing to hello@kerlhive.com that these obligations have been fulfilled. Failure to comply with post-termination content removal obligations within this timeframe entitles the Company to seek injunctive relief without further notice.
The Partner acknowledges that their promotional activities may involve the collection, processing, or handling of personal data belonging to prospective KerlHive participants. The Partner agrees to comply fully with all applicable data protection and privacy laws in their jurisdiction and in the jurisdictions of the individuals they promote to, including but not limited to the UK GDPR, EU GDPR, the Canadian Personal Information Protection and Electronic Documents Act (PIPEDA), and the Australian Privacy Act 1988.
The Partner shall not: (i) collect personal data from prospective participants on behalf of KerlHive through any channel not authorised by the Company; (ii) store, process, or share personal data of referred individuals beyond what is strictly necessary for the referral activity; (iii) use personal data of referred individuals for any purpose other than directing those individuals to KerlHive’s official registration pages; or (iv) share personal data of referred individuals with any third party.
The Company is the data controller for all personal data collected through its official registration pages and tracking systems. The Partner is an independent data controller for any personal data they collect independently in the course of their promotional activities. Each party is solely responsible for their own data protection compliance obligations.
In the event of a data breach involving personal data of KerlHive-referred individuals that arises from the Partner’s systems, promotional activities, or data handling, the Partner shall notify the Company within twenty-four (24) hours of discovery. The Partner shall indemnify and hold harmless the Company from any claims, penalties, or damages arising from the Partner’s breach of data protection obligations.
During the term of this Agreement and for a period of twelve (12) months following its termination for any reason, the Partner shall not, directly or indirectly: (i) solicit, approach, or market to any individual who registered for a KerlHive event or program through the Partner’s referral link for the purpose of promoting a competing caregiver advancement, independence, or career transition program or service; (ii) use knowledge of KerlHive’s participant base, event attendance data, or referral records to build a competing audience or list; or (iii) approach, recruit, or solicit any KerlHive employee, contractor, or team member for employment or engagement in a competing venture.
For the purposes of this clause, a competing program or service means any product, service, community, or program that is substantially similar in purpose to KerlHive’s ICPRP or ICPLP programs or the KerlHive Caregiver Circle, regardless of how it is branded or described.
The Partner agrees to indemnify, defend, and hold harmless Heelheid Venture Studio, KerlHive, their officers, directors, employees, and contractors from and against any and all claims, damages, losses, liabilities, costs, and expenses, including reasonable legal fees, arising out of or in connection with: (i) any breach by the Partner of any representation, warranty, or obligation under this Agreement; (ii) any promotional content created by the Partner that is false, misleading, or in violation of applicable advertising or consumer protection laws; (iii) any claim by a third party arising from the Partner’s promotional activities; (iv) any violation by the Partner of applicable data protection, privacy, or marketing laws; or (v) any negligent or wrongful act or omission by the Partner in connection with this Agreement.
This indemnification obligation survives termination of this Agreement. The Company will notify the Partner promptly of any claim for which indemnification is sought and will provide the Partner a reasonable opportunity to participate in the defence of such claim at the Partner’s expense.
To the maximum extent permitted by applicable law, the Company’s total aggregate liability to the Partner under or in connection with this Agreement, whether in contract, tort, breach of statutory duty, or otherwise, shall not exceed the total amount of commissions and bonuses paid to the Partner in the three (3) calendar months immediately preceding the event giving rise to the claim.
The Company shall not be liable to the Partner for any indirect, incidental, consequential, special, or punitive damages, including but not limited to loss of anticipated earnings, loss of promotional investment, loss of business opportunity, or reputational damage, even if the Company has been advised of the possibility of such damages.
Nothing in this clause limits liability for fraud, wilful misconduct, or death or personal injury caused by negligence.
In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof, the parties agree to attempt to resolve the dispute through good-faith negotiation within fourteen (14) calendar days of one party notifying the other in writing of the dispute.
If the dispute is not resolved through negotiation within the fourteen-day period, the parties agree to submit the dispute to non-binding mediation administered by a mutually agreed mediator before initiating any legal proceedings. The cost of mediation shall be shared equally between the parties unless the mediator determines otherwise.
If mediation fails to resolve the dispute, either party may pursue their legal remedies in accordance with Section 11. Nothing in this clause prevents the Company from seeking emergency injunctive relief without prior mediation where the Company determines that immediate action is necessary to prevent irreparable harm, including but not limited to unauthorised disclosure of confidential information, ongoing tracking manipulation, or violation of post-termination obligations.
Neither party shall be liable to the other for any delay or failure to perform their obligations under this Agreement to the extent that such delay or failure is caused by circumstances beyond their reasonable control, including but not limited to acts of God, natural disasters, war, civil unrest, government action, pandemic, platform outages, internet infrastructure failures, or changes in applicable law that materially affect the ability to perform.
A party seeking to rely on this clause shall notify the other party in writing as soon as reasonably practicable after the relevant event occurs. If a force majeure event continues for more than thirty (30) consecutive calendar days, either party may terminate this Agreement by written notice without liability, and the Company shall pay any validated earnings accrued prior to the force majeure event at the next practicable payout cycle.
By electronically accepting this Agreement, the Partner represents, warrants, and confirms to the Company that:
This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, representations, warranties, negotiations, and understandings, whether oral or written, between the parties in connection with that subject matter. No variation of this Agreement shall be effective unless it is in writing and signed or electronically accepted by both parties.
If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, unlawful, or unenforceable in any jurisdiction, that provision shall be severed from the Agreement and the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.
This Agreement is version-dated as of the Effective Date of each Partner’s electronic acceptance. The terms in force at the time of a Partner’s electronic acceptance govern that Partner’s specific agreement unless the Partner provides written consent to updated terms.
The Company reserves the right to amend the terms of this Agreement, including commission rates, payout thresholds, and qualification criteria, at any time. The Company shall provide Partners with no less than fourteen (14) calendar days written notice of any material amendment via email to the address on record. A Partner who does not wish to accept amended terms may terminate this Agreement by providing written notice within the fourteen-day notification period. Continued promotion of KerlHive programs after the fourteen-day period constitutes acceptance of the amended terms.
Amendment notifications will be sent from hello@kerlhive.com to the email address provided at the time of activation. Partners are responsible for maintaining a valid email address on record. The Company is not liable for a Partner’s failure to receive amendment notifications due to an outdated or invalid email address.
All official communications from the Company to the Partner will be sent to the email address provided at the time of electronic acceptance. The Partner is responsible for maintaining that address and notifying the Company of any change by emailing hello@kerlhive.com. Notices sent to the address on record are deemed received within twenty-four (24) hours of sending regardless of whether the Partner actually reads them. All official communications from the Partner to the Company must be sent to hello@kerlhive.com to be valid.
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