HighLevel Affiliate Program Services Agreement

PLEASE READ THIS AGREEMENT CAREFULLY. IT IS A BINDING CONTRACT. PAY SPECIAL ATTENTION TO THE DISPUTE RESOLUTION SECTION (SECTION 10), WHICH REQUIRES BINDING ARBITRATION IN DALLAS, TEXAS AND INCLUDES A CLASS ACTION WAIVER.

This Affiliate Program Services Agreement (the “Agreement”) is a contract between you (“Affiliate,” “you”) and HighLevel Inc. (“HighLevel,” “we,” “us”). It describes how we will work together and governs your application and service to HighLevel as an Affiliate through the HighLevel Affiliate Program (the “Program”).

By applying to or providing service to HighLevel through the Program, you are agreeing to these terms, as well as our Terms of Service and the Affiliate Program Policies (which are incorporated into this Agreement).

• Definitions

  • “Affiliate Link” means the unique tracking link(s) we provide you.

  • “Agreement” means this Affiliate Program Services Agreement, our Terms of Service, the Affiliate Program Policies, and the Data Processing Agreement.

  • “Commission” means the payment you may earn for a Qualified Purchase.

  • “Program Policies” means the rules and guidelines for our Program, located here.

  • “Qualified Purchase” has the meaning set forth in Section 4.

  • “Sanctioned Country” means any country or territory subject to comprehensive U.S. trade sanctions.

  • “Sanctioned Person” means any person or entity included on a sanctions list administered by the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC) or other relevant authority.

  • “Second-Tier Affiliate” means an Affiliate you recruit to participate in the Program, if we approve that designation.

• Enrollment and Independent Contractor Relationship

  We have the sole discretion to accept or reject any application. If accepted, your continued service to HighLevel is subject to your full compliance with this Agreement. You expressly consent to be contacted by us about your application and the Program. You also authorize us to contact you by phone or text for legitimate business purposes related to the Affiliate Program, such as onboarding, appointment scheduling, or program administration, including through automated or AI-assisted systems where allowed by law.

  Your relationship with HighLevel will be that of an independent contractor, and you will not be an agent, employee or representative of HighLevel. You understand that you will have no authority to enter into contracts or create obligations on behalf of HighLevel. You acknowledge that you will not be eligible for any employee benefits.

• Your Obligations

  You agree to follow our Program Policies, the HighLevel Terms of Service, and all applicable laws and regulations. You confirm that:

  • You have authority to enter this Agreement;

  • You are not an immediate family member of any current HighLevel employee, and you will notify us at [email protected] within 14 days if that changes. For purposes of this Agreement, “immediate family” means a spouse, domestic partner, parent, child, or sibling;

  • You are not, and have not been within the past five years, under investigation or subject to enforcement by the FTC, FCC, or similar regulators – you will notify us at [email protected] within 24 hours if that changes;

  • You will comply with all applicable laws, including the FTC Endorsement Guides, the Telephone Consumer Protection Act (“TCPA”), the Controlling the Assault of Non-Solicited Pornography And Marketing Act (“CAN-SPAM”), and state telemarketing laws;

  • You will follow the Program Policies; and

  • You will handle all Personal Data in line with privacy laws and our Data Processing Agreement.

  Responsibility for Your Team. You are responsible for making sure your employees, contractors, agents, and representatives comply with this Agreement and the Program Policies. If someone acting on your behalf does something that would violate these terms, we will treat it as your violation.

  A breach of this section is a material breach of this Agreement.

• Commissions

  As compensation for your service under this Agreement, you may earn a Commission for each Qualified Purchase. A purchase is a “Qualified Purchase” only if a customer (1) clicks your unique Affiliate Link; (2) completes a new purchase; (3) maintains their account in good standing for at least 45 days; and (4) meets all other eligibility requirements in this Agreement and the Program Policies. For clarity, a purchase will not be considered a Qualified Purchase if the customer’s HighLevel account is paused at any point during the 45-day qualifying period.

  Attribution. Unless we say otherwise in the Program Policies, we award Commissions on a last-click basis within a 90-day window. In the event a customer interacts with multiple affiliates—including through various clicks, cookies, upgrades, cancellations, or re-subscriptions—HighLevel will determine attribution based on available tracking data. Any requests for attribution changes received more than ninety (90) days after the date of initial signup will be automatically denied. In instances where tracking technology does not accurately reflect the customer’s sole and uninfluenced intent, HighLevel reserves the sole right to determine which referral, if any, qualifies for a Commission, and such determination shall be final.

  Cancellations and Ongoing Eligibility. You earn Commissions only while a referred customer maintains an active, paid subscription for the applicable product. If a customer cancels the product purchased through your Affiliate Link, stops paying for a qualifying purchase, or otherwise leaves HighLevel, you will no longer earn Commissions with respect to that customer for the canceled product.

  Following a customer’s cancellation, that customer will no longer be attributed to you thirty (30) days after the effective date of cancellation, unless the customer subsequently clicks your unique Affiliate Link again, completes a net-new purchase, and maintains their account in good standing for at least forty-five (45) days, in which case the purchase may be treated as a new Qualified Purchase, subject to this Agreement and the Program Policies.

  Second-Tier Affiliates. If we approve, you may earn Commissions on Qualified Purchases made by Second-Tier Affiliates you recruit. We have full discretion to approve, deny, revoke, or modify Second-Tier Affiliate designations at any time, and to determine how second-tier Commissions are calculated and paid.

  Commission Rates. Unless we tell you otherwise in writing, the standard rates are:

  • Direct Referrals: 40% for Single Location Account, Agency Unlimited Account, Agency Pro (SaaS) Account, White Label Mobile App Upgrade, HighLevel Certifications, AI Employee, and other recurring subscription-based Add-On Products as added from time-to-time.

  • Second-Tier Referrals: 5% for the same product categories.

  We reserve the right to change Commission rates going forward.

  Our Discretion. We decide whether a purchase qualifies for a Commission. If we have questions or concerns about a transaction, we can pause or withhold payments, or take other action we think is appropriate.

  Tracking Limitations. We are not responsible for tracking failures caused by improperly formatted links, users clearing cookies, private browsing, or anything else that prevents your Affiliate Link from working correctly. We are also not responsible if a customer doesn’t use your Affiliate Link.

  Payouts. Commissions are paid monthly, typically on the 15th of the month after we receive payment for the Qualified Purchase. If the 15th falls on a weekend or holiday, we’ll pay on the next business day.

  To get paid, you need:

  • Accurate, current contact info (legal name, valid email, valid phone number)

  • An active account with our payment provider

  • Complete tax information on file

  • No outstanding compliance or related issues

  If your info isn’t current or we can’t reach you, we may pause or, in limited cases, withhold payments.

  Taxes. You are responsible for paying any taxes on the Commissions you earn. We don’t withhold taxes unless required by law.

  Minimum Threshold. We may hold payments until your earned Commissions exceed $50.00 USD. If your Commissions don’t reach $50.00 USD within 120 days, you may forfeit them.

  Clawbacks. If we find a sale was fraudulent, unlawful, or broke this Agreement, we won’t pay a Commission. If we already paid you, we may deduct it from future Commissions. We may also deduct from future Commissions if a customer cancels, gets a refund, or disputes the charge.

• Confidentiality

  Confidential Information includes all non-public business, technical, financial, or customer information you receive from us, including prospect or customer data. Confidential Information does not include information that: (a) becomes public through no fault of yours; (b) you already knew before we shared it; (c) you receive from someone else who wasn't required to keep it confidential; or (d) you develop on your own without using our Confidential Information. You may only use Confidential Information to provide service to HighLevel pursuant to the Program, and you must not share Confidential Information with others unless required by law. When this Agreement ends for any reason, you must promptly return or delete all Confidential Information you have, including any copies, and confirm in writing that you've done so. This obligation survives termination of your participation in the Program and your service to HighLevel.

• Intellectual Property

  We grant you a non-exclusive, non-transferable, revocable right to use the HighLevel name, logos, and other brand assets that we make available to you (the “HighLevel Marks”) solely for your service to HighLevel through the Program.

  The HighLevel Marks include, without limitation, the following word marks and design marks (whether registered, pending, or unregistered):

  • HIGHLEVEL;

  • GOHIGHLEVEL;

  • SAASPRENEUR;

  • LEVELUP;

  • The HighLevel logo and arrow design;

  • “Highly,” the HighLevel robot mascot (including its name, character, and visual depiction);

  • Any associated stylized logos, icons, design elements, or variations of the foregoing; and

  • Any other trademarks, service marks, logos, trade names, or brand identifiers that HighLevel may adopt, register, use, or make available from time to time, including updated, modified, or successor versions of the foregoing.

  You can find our Affiliate Brand Kit here.

  You agree to:

  • Use only the HighLevel Marks we provide, without modification;  

  • Follow any usage guidelines we share with you; and  

  • Stop using the HighLevel Marks immediately if we ask.  

  You may not imply that you are an employee, contractor, or legal representative of HighLevel. Any goodwill from your use of the HighLevel Marks or other materials we provide belongs solely to HighLevel. You will not contest or assist others in contesting our ownership or validity of the Marks. Improper use of the Marks automatically ends your right, and we may also pursue other remedies available under law.

  Your Content. You give us permission to use your name, logo, image, likeness, voice, and any content you create or share in connection with the Program (“Affiliate Content”) for our business purposes. This includes permission to use, display, adapt, and build upon your Affiliate Content to help us market and promote HighLevel, educate our team and community, improve our products and services, and train or improve our artificial intelligence (AI) systems and tools.

  This permission includes Affiliate Content captured or created in connection with live or recorded events, webinars, podcasts, conferences, workshops, summits, or other similar activities related to the Program.

  This permission is worldwide, royalty-free, and continues even after you leave the Program for any Affiliate Content you've already created or shared. To the fullest extent allowed by law, you waive any right to approve how we use your Affiliate Content and release HighLevel from any claims based on rights of publicity, privacy, moral rights, or similar rights that might limit these uses.

  We may use your Affiliate Content directly or through trusted partners who help us operate or improve our business under appropriate confidentiality commitments.

  We won’t sell your Affiliate Content. We may, however, use it to develop, train, or improve tools and systems that benefit the HighLevel community. We’ll always use it in ways that won’t harm your reputation or business and align with our business relationship.

• Term, Termination, and Remedies for Breach

  This Agreement begins when you are accepted into the Program and continues until terminated.

  • Termination Without Cause:  Either of us may terminate this Agreement for any reason by providing 30 days’ written notice. Send termination notices to [email protected]; we’ll send notices to the email address associated with your affiliate account.

  • Termination and Remedies for Cause: If you break these rules, we may suspend or end your service to HighLevel right away. This includes violations of FTC disclosure rules, CAN-SPAM, TCPA, or related laws; misusing our Marks; failure to notify us of complaints as required in the Program Policies; misrepresenting your relationship with HighLevel; or doing anything that harms our reputation.

  • Conduct Review. If we become aware of conduct by you (or by anyone acting on your behalf) that we determine, in our sole discretion, may be inconsistent with the values, reputation, or interests of HighLevel, the Program, or the HighLevel community, we may take any action we consider appropriate, including one or more of the following:

    (a) issuing a warning or requiring corrective action;

    (b) suspending or withholding Commission payments;

    (c) revoking sponsorships, speaking engagements, awards, or other Program benefits;

    (d) restricting or prohibiting your attendance or participation in HighLevel events;

    (e) removing Affiliate Content featuring you from HighLevel-owned or HighLevel-controlled channels; and

    (f) suspending or terminating your participation in the Program.

    
    We are not required to follow any particular sequence, provide advance notice, or conduct a formal investigation before acting under this section. We may act based on allegations, complaints, public reports, or any other information we consider relevant, regardless of whether such matters have been formally adjudicated.

    If we terminate your participation in the Program under this section, it will be treated as a termination for cause for all purposes under this Agreement, including the forfeiture provisions below.

  • Forfeiture. If we terminate this Agreement for cause, you forfeit all right to any unpaid Commissions. Upon any termination, you must immediately cease using your Affiliate Link and all HighLevel Marks.

• Indemnification

  You will indemnify, defend, and hold HighLevel harmless from any claims, damages, fines, or costs (including attorneys’ fees) that result from:

  • Your breach of this Agreement, Program Policies, or applicable law;

  • Your marketing activities, including violations of the Federal Trade Commission (“FTC”), the Telephone Consumer Protection Act (“TCPA”), the Controlling the Assault of Non-Solicited Pornography And Marketing Act (“CAN-SPAM”), or state laws;

  • Your collection, use, disclosure, or transfer of Personal Data;

  • Any claim that your promotions, content, or use of HighLevel Marks infringe third-party rights;

  • Your negligence, gross negligence, or willful misconduct; or

  • Any obligation imposed by law on HighLevel to pay any withholding taxes, social security, unemployment or disability insurance or similar items in connection with any compensation received by you pursuant to this Agreement.

• Limitation of Liability

  IN NO EVENT WILL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, ARISING FROM THIS AGREEMENT. OUR TOTAL CUMULATIVE LIABILITY TO YOU WILL BE LIMITED TO THE LOWER OF (A) THREE (3) TIMES THE COMMISSIONS PAID OR PAYABLE TO YOU IN THE CALENDAR MONTH IMMEDIATELY BEFORE THE CLAIM, OR (B) $1,500.

• Dispute Resolution by Binding Arbitration; Class Action Waive

  This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict-of-laws principles. Any dispute, claim, or controversy arising out of or relating to this Agreement shall be resolved exclusively through binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules, with the arbitration conducted in Dallas, Texas. The parties expressly waive any right to a trial by jury. You agree that any claim brought on your behalf under this Agreement must be brought within one (1) year of the date the claim arises.

  YOU AGREE THAT YOU MAY ONLY BRING A CLAIM AGAINST HIGHLEVEL IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. BY ENTERING INTO THIS AGREEMENT, YOU ARE WAIVING THE RIGHT TO A TRIAL BY JURY AND TO PARTICIPATE IN A CLASS ACTION.

• Non-Solicitation

  During the term of this Agreement and for a period of twelve (12) months following the termination or expiration of this Agreement, you agree not to intentionally solicit for employment any of our employees or contractors. This provision is not intended to limit the mobility of employees or contractors who respond to general public job postings.

• Force Majeure

  Neither of us will be liable if events outside our reasonable control prevent performance. These events include natural disasters, war, terrorism, labor disputes, government actions, epidemics, acts of third-party service providers, or internet outages. The affected party shall provide prompt notice to the other party and use commercially reasonable efforts to resume performance as soon as practicable

• General

  Entire Agreement. This Affiliate Agreement (together with the Program Policies, the HighLevel Terms of Service, and the Data Processing Agreement) is the complete and exclusive agreement between you and us regarding the Program.

  Severability. If any provision of this Agreement is found unenforceable, the rest of the Agreement will remain in effect.

  Injunctive Relief. You agree that a breach of Sections 5 (Confidentiality) or 6 (Intellectual Property) would cause irreparable harm for which money damages wouldn't be adequate. We may seek injunctive relief without posting a bond.

  Third-Party Services. We are not responsible for any third-party products, services, or content, and we make no guarantees about their accuracy or availability.

  Changes to this Agreement. We may update this Agreement from time to time. We will notify you of any material changes. If you don’t agree to a change, you may terminate your service to HighLevel by giving us notice. Your continued service to HighLevel through the Program after such notice constitutes your acceptance of the new terms.

  Non-Exclusivity. This Agreement is not exclusive. You may promote other products and services, and HighLevel may work with other affiliates, partners, and businesses.

  Assignment. You can't assign or transfer this Agreement, or any of your rights or obligations under it, without our prior written consent. Any assignment without consent is void. We may assign this Agreement without restriction.

  Waiver. Our failure to enforce any provision of this Agreement is not a waiver of that provision or of our right to enforce it later.

  Survival. Sections 5 (Confidentiality), 6 (Intellectual Property), 7 (Term, Termination, and Remedies for Breach), 8 (Indemnification), 9 (Limitation of Liability), 10 (Dispute Resolution), and 11 (Non-Solicitation) will survive the termination or expiration of this Agreement.

  Anti-Corruption. You will not offer, pay, or authorize payments or gifts to any government official or other person to improperly influence any decision related to the Program.

  Language. This Agreement is drafted in the English language. If a translated version of this Agreement is provided for convenience, the English version shall control and govern our relationship. Any translated version is provided for convenience only and will not be interpreted to modify the English version of this Agreement.