Venduur Affiliate
Marketing Program

1. Program Eligibility

Participation is limited to registered Venduur vendors whose accounts are active and in good standing. Venduur may approve, deny, suspend, or terminate participation in its sole discretion.

1. The Affiliate must be at least 18 years old and legally capable of entering a binding agreement.
2. The Affiliate must provide complete and accurate identity, contact, payment, and tax information.
3. The Affiliate must be legally and contractually permitted to receive referral compensation.
4. The Affiliate must comply with all applicable federal, state, and local laws, professional obligations, employer policies, customer policies, and facility rules.

2. Eligible Facility Referral

An "Eligible Facility Referral" is a bona fide introduction of a facility or eligible business organization that satisfies every requirement below.

1. The facility is not currently registered with Venduur and has not previously maintained a Venduur facility account.
2. The facility has not already been referred by another person or entity and was not in active discussions with Venduur before submission.
3. The Affiliate submits a complete referral through Venduur's authorized referral form before the facility begins registration.
4. Venduur verifies and accepts the submission as eligible. Submission of a name or contact record alone does not create eligibility.

3. Conditions for Earning a Referral Bonus

The Affiliate may earn the referral bonus stated in the applicable referral form or Program materials only after Venduur verifies all of the following conditions. No bonus is earned, vested, or payable before written approval by Venduur.

1. The referred facility accepts Venduur's Terms of Service and Privacy Policy.
2. The referred facility successfully completes a new facility registration and remains active and in good standing.
3. The facility records completed check ins from at least seven Unique Users.
4. The referral, registration, and check ins are legitimate and comply with these Terms.
5. All verification, cancellation, fraud review, and compliance review periods have expired.
6. The Affiliate provides all required payment and tax documentation.

4. Unique User Requirement

A "Unique User" is an individual who has not previously created, maintained, or used an account within the Venduur system. Duplicate, fictitious, test, recycled, manipulated, or improperly incentivized accounts will not count. Accounts created primarily to trigger a referral bonus will not count. Venduur's system records and reasonable verification procedures will control.

5. Affiliated and Commonly Managed Facilities

Facilities owned, operated, controlled, administered, or managed by the same parent company, management organization, health system, administrator, or controlling entity will collectively be treated as one facility referral. All locations affiliated with one parent organization or managed as one group qualify for no more than one referral bonus. Venduur's good faith affiliation determination will be final.

6. Multiple Referral Claims

Only one referral bonus may be paid for a facility or affiliated facility group. If multiple Affiliates claim the same facility, priority will ordinarily be determined by the date and time Venduur received the first complete and valid referral form. An earlier submission does not qualify if the Affiliate or referral fails to satisfy these Terms. Incomplete, inaccurate, duplicate, or unverifiable submissions may be disregarded.

7. Payment Processing

Approved referral bonuses may require up to 60 days to process after every eligibility requirement has been satisfied, seven qualifying Unique User check ins have been verified, Venduur has completed its fraud and compliance review, and Venduur has received a complete Form W 9 and other required documentation.

1. Venduur may withhold or delay payment while investigating suspected fraud, duplicate attribution, disputed referrals, compliance concerns, technical irregularities, chargebacks, or inaccurate information.
2. Payment will be issued through a method selected or approved by Venduur.
3. Venduur may offset amounts owed to it and may reverse or recover payments issued because of error, fraud, misrepresentation, or ineligibility.

8. Tax Documentation and Reporting

Before receiving payment, the Affiliate must provide a properly completed and signed IRS Form W 9. The Affiliate is solely responsible for reporting referral compensation and paying all applicable federal, state, and local income, self employment, payroll, business, and other taxes.

1. Venduur may issue Form 1099 NEC or another information return when required by law.
2. Compensation may remain taxable even when no information return is required.
3. Venduur may apply backup withholding or withhold payment when required by law or when the Affiliate fails to provide valid taxpayer information.
4. The Affiliate is responsible for obtaining independent tax advice and maintaining required licenses, registrations, and permits.

9. Independent Contractor Status

The Affiliate participates as an independent business and not as an employee, agent, partner, joint venturer, franchisee, broker, fiduciary, or legal representative of Venduur. The parties intend no employment relationship, but acknowledge that legal classification depends on the actual facts and applicable law.

1. The Affiliate controls the manner, method, timing, and location of its lawful marketing activities.
2. The Affiliate has no required schedule or minimum referral obligation and may conduct other lawful business activities.
3. The Affiliate is not entitled to wages, benefits, insurance, paid leave, unemployment benefits, workers' compensation, or other employee benefits from Venduur.
4. The Affiliate has no authority to bind Venduur, enter contracts for Venduur, negotiate terms, collect funds, make guarantees, or represent that it is employed by Venduur.

10. Marketing Standards and Required Disclosures

All communications must be truthful, accurate, professional, and not misleading. Whenever the Affiliate may receive compensation in connection with a recommendation, endorsement, or referral, the Affiliate must clearly and conspicuously disclose that financial relationship near the communication.

1. An acceptable disclosure is: "I may receive compensation from Venduur if this facility registers and satisfies the referral program requirements."
2. The Affiliate may not guarantee results, savings, compliance, credential approval, security, facility access, or acceptance.
3. The Affiliate may not misstate Venduur's services, pricing, capabilities, policies, or relationships, or make claims not approved by Venduur.
4. The Affiliate may not use spam, automated messages, purchased lists, deceptive advertising, unlawful solicitations, or impersonation.
5. The Affiliate may not alter Venduur's branding or create accounts, domains, advertisements, or materials likely to be mistaken for official Venduur communications without written approval.

11. Healthcare Compliance

The Program compensates legitimate marketing introductions concerning Venduur's administrative vendor credentialing and access management platform. No payment is intended to induce or reward patient referrals, clinical decision making, or the generation of federally or state reimbursable healthcare business.

1. The Affiliate may not offer or provide anything of value to influence a patient referral, healthcare purchasing decision, clinical recommendation, or selection of a provider, practitioner, supplier, drug, device, item, or service.
2. The Affiliate must comply with applicable fraud and abuse laws, anti kickback laws, fee splitting restrictions, professional ethics rules, conflicts policies, and facility requirements.
3. The Affiliate must not participate when compensation is prohibited by an employer, customer, facility, professional obligation, contract, or law.
4. Venduur may require additional certifications and reject any referral presenting an actual or potential legal, ethical, contractual, or compliance concern.

12. Prohibited Conduct

1. Self referrals or referrals of entities owned or controlled by the Affiliate without prior written approval.
2. Duplicate, fictitious, fraudulent, manipulated, or improperly incentivized registrations or check ins.
3. Creating an account or check in without the identified user's knowledge and voluntary participation.
4. Offering cash, gifts, rebates, discounts, or anything of value to generate registration or check ins without prior written authorization.
5. Submitting confidential, personal, patient, medical, financial, or protected health information without lawful authorization.
6. Using deceptive, coercive, harassing, unlawful, or reputation damaging practices.
7. Interfering with another Affiliate or circumventing Venduur's tracking, verification, security, or payment systems.

13. Verification and Audit Rights

Venduur may verify any referral, registration, check in, facility affiliation, account, or payment request and may contact the facility. The Affiliate must provide reasonable supporting documentation. Venduur may reject, reverse, offset, or recover compensation resulting from fraud, error, duplicate attribution, misrepresentation, prohibited conduct, or noncompliance.

14. No Guarantee

Submitting a referral does not guarantee facility acceptance, registration, conversion, qualifying check ins, or payment. Referral bonuses are not wages and become payable only after all conditions are satisfied and verified. Venduur does not guarantee that the Program will continue for any particular period.

15. Intellectual Property

Venduur retains all rights in its names, trademarks, logos, software, content, marketing materials, and other intellectual property. Venduur grants the Affiliate a limited, revocable, nonexclusive, nontransferable license to use expressly approved materials solely for the Program. The Affiliate may not modify, sublicense, sell, register, distribute, or claim ownership of Venduur intellectual property. The license ends automatically upon termination.

16. Confidentiality and Data Protection

The Affiliate must protect nonpublic information and use it only for authorized Program purposes. The Affiliate must comply with privacy, security, marketing, and communications laws and may not submit protected health information, patient information, Social Security numbers, financial information, or other sensitive personal information through a referral form.

17. Indemnification

To the fullest extent permitted by law, the Affiliate will defend, indemnify, and hold harmless Venduur, its affiliates, and their owners, officers, directors, employees, contractors, and agents from claims, losses, liabilities, penalties, fines, damages, judgments, costs, and reasonable attorneys' fees arising from the Affiliate's Program participation, marketing, legal violations, tax or classification claims, misuse of intellectual property, fraud, negligence, willful misconduct, or unauthorized conduct.

18. Limitation of Liability

To the fullest extent permitted by law, Venduur will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, including lost profits, opportunities, or data. Venduur's aggregate Program liability will not exceed unpaid referral compensation finally verified as earned by the Affiliate during the 12 months before the event giving rise to the claim. Applicable law may limit this provision.

19. Suspension and Termination

Venduur may suspend or terminate the Program or an Affiliate's participation at any time for noncompliance, suspected fraud, misleading conduct, missing tax information, legal or regulatory risk, security concerns, reputational risk, or other reasonable business grounds. The Affiliate must immediately stop using Venduur materials following termination. Venduur need not pay ineligible, incomplete, fraudulent, disputed, or unverified referrals.

20. Program Changes

Venduur may modify, suspend, or discontinue the Program, bonus amount, eligibility rules, procedures, or these Terms at any time. Changes apply prospectively after notice through the platform, website, email, or another reasonable method. Continued participation after the effective date constitutes acceptance.

21. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of [INSERT STATE], without regard to conflict of law principles. Any legal action must be brought exclusively in the state or federal courts located in [INSERT COUNTY AND STATE], and the Affiliate consents to jurisdiction and venue. Before filing suit, the parties will provide written notice and attempt in good faith to resolve the dispute informally for at least 30 days.

22. General Provisions

These Terms, Venduur's Terms of Service, Privacy Policy, referral form, and written Program materials constitute the entire Program agreement. If a provision is unenforceable, the remainder survives. Failure to enforce is not a waiver. The Affiliate may not assign rights without written consent. Venduur may assign in connection with a merger, acquisition, restructuring, financing, or asset transfer. Electronic acceptance has the same effect as a handwritten signature. Provisions that by their nature should survive termination will survive.

23. Contact Information

Venduur
[INSERT LEGAL ENTITY NAME]
[INSERT MAILING ADDRESS]
[INSERT PROGRAM EMAIL ADDRESS]

24. Affiliate Acknowledgment

By participating or submitting a referral, the Affiliate confirms that it has read, understands, and agrees to these Terms; is authorized to participate and receive compensation; will disclose its compensated relationship; will provide accurate tax information; and will comply with applicable law, contracts, professional obligations, and facility policies.