> For the complete documentation index, see [llms.txt](https://opolis.gitbook.io/legal/llms.txt). Markdown versions of documentation pages are available by appending `.md` to page URLs; this page is available as [Markdown](https://opolis.gitbook.io/legal/referral-partnership-agreement.md).
# REFERRAL PARTNERSHIP
**OPOLIS, INC.**
**REFERRAL PARTNERSHIP AGREEMENT**
**Last Updated:** June 18, 2026
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*Employment Commons LCA is a Colorado public benefit limited cooperative association. Opolis, Inc., a Delaware corporation, serves as the designated Trustee of Employment Commons LCA and administers its operations, services, technology, and business affairs. This Partnership Agreement is entered into by Opolis, Inc. in its capacity as Trustee and governs certain marketing, referral, business development, and related partnership activities conducted in support of the Opolis platform and services.*
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This Referral Partnership Agreement (the "**Agreement**") is entered into and becomes effective as of the date the Partner accepts this Agreement by clicking the acceptance checkbox during signup (the “**Effective Date**”), by and between Opolis, Inc., a Delaware corporation with its principal place of business at 1580 N. Logan St., Ste 660, PMB 93720, Denver, CO 80203 ("**Opolis**" or the “**Company**”), and the individual or entity accepting this Agreement (the "**Partner**"), who individually may be referred to herein as a “**Party**” and collectively as the “**Parties.**”
WHEREAS, Opolis provides employer of record (“**EOR**”) services, including payroll processing, tax withholding, tax remittance, and benefits administration (the “**Services**”);
WHEREAS, Opolis provides certain Services to its affiliated entity, Employment Commons LCA, a Colorado public benefit limited cooperative association (the “**Employment Commons**”), which has two classes of patron members, Employee and Community Members (each, a “**Member**” and collectively, the “**Members**”), both of which share in the profits of the cooperative through defined patronage activities; and,
WHEREAS, the Parties desire to enter into a relationship wherein Partner will refer customers requiring the Services to the Employment Commons and will receive a fee from Opolis in accordance with the terms set forth herein.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. ### Referral Process.
1. Opolis will deliver to Partner a functional link (the “**Link**”) to enable Partner to provide leads (“**Prospects**”) for the Services. This Link, when clicked by Prospects, will direct them to an Opolis landing page or a website where Opolis will qualify the Prospect as a potential member of the Employment Commons and begin the discovery process to determine whether the Prospect and Opolis are a good fit.
2. Subject to the requirements and terms set forth in this Agreement, each Prospect that becomes an Employee Member of the Employment Commons and actively participates in the Services through regular payroll shall be referred to herein as a “**Member**”.
3. Since a Prospect may access one of the Opolis websites directly without using the Link, the Partner should ensure that Prospects are registered in the Opolis Partner App so Opolis can recognize the original connection between the Prospect and the Partner. If the Partner does not do so and the Prospect does not use the Link, Opolis reserves the right to deny the Partner any credit for revenue generated by such Prospect. If Opolis is able to recognize the connection between the Member and the Partner, the Member will be referred to herein as the “**Member Referral**” for the purposes of the Referral Bonuses and Partner Revenue Share.
4. Subject to the terms and conditions of this Agreement, Opolis shall pay the Partner a referral bonus of Ten Dollars (**$10.00**) per month for the first twelve (12) months for each new Member who signs up for the Services and is a Member Referral (“**Referral Bonus**”). The first three (3) months of the Referral Bonus, or Thirty Dollars ($30), will be due after the Member has used the Service for three (3) full months, subject to the payment schedule in Section 5. If the Member terminates their use of the Service before generating Net Revenue for Opolis, the Referral Bonus will not be due to the Partner.
5. In addition to the Referral Bonus, Partner shall receive a Revenue Share of twelve percent (**12%**) of Net Revenues earned by and actually received by Opolis for each Member referred by it (the “**Partner Revenue Share**”). “**Net Revenue**” shall be defined as the sum of:
1. the Opolis Service fee (currently 1%, but subject to change at any time) and
2. revenues earned from the sale of other products to the Member, and
3. less reasonable enrollment costs not to exceed a one-time total cost of $100.
6. The Partner Revenue Share for each referred Member shall be paid for a period of up to five (5) years or whenever the Member ceases to be a Member, whichever is shorter. If a Member returns to Member status within twelve (12) months of ceasing to be a Member and within the five (5) year limit, the Revenue Share shall be reinstated.
2. ### **Source of Referral.**
1. Opolis shall be the sole determiner of the source of a referral. Referrals will not be considered valid if the Prospect was already a registered Opolis contact or was referred by another source. The Partner’s best method to ensure credit is to register the Prospect via its dedicated link and track the Prospect's lead stage in the Opolis Partner App, which will immediately indicate whether the Prospect qualifies as a Referral. If a Partner registers a Prospect and the Prospect does not contact Opolis for 90 days or more, the Prospect will not be attributed to the Partner at any future time.
3. ### Partner Representations and Warranties.
1. To qualify for the Referral Bonus and Partner Revenue Shares under this Agreement, the Partner must:
1. Read and agree to this Agreement, which outlines the responsibilities and obligations as a Partner of Opolis.
2. Partner shall not engage in any activities that have a high likelihood of, and do in fact, harm Opolis or its affiliates’ reputation or business or the Services.
3. Partner shall not, directly or indirectly, solicit, encourage, induce, or assist any Member Referral to terminate, reduce, or replace services provided by Opolis for the purpose of moving such Member Referral to a competing payroll, EOR, PEO, benefits, accounting, tax, or financial services provider during the term of this Agreement and for twelve (12) months thereafter.
4. Partner represents that none of its websites or other marketing materials which contain a reference to the Link (or will contain the Link) to any ad, email, content, web page or site that contains any:
1. nudity, pornography, or other sexual or adult material;
2. hate propaganda or material that encourages or promotes illegal activity or violence;
3. content that violates or infringes in any way upon the statutory, common law, or proprietary rights of others, including but not limited to copyrights, trademark rights, patents, or any other third-party intellectual property, contract, privacy, or publicity rights;
4. material that promotes or utilizes software or services designed to deliver unsolicited email;
5. material that violates any local, state, or national law, rule, or regulation;
6. viruses, Trojan horses, worms, time bombs, cancel bots, or other similar harmful or deleterious programming routines; or
7. misrepresentations or material that is threatening, abusive, harassing, defamatory, obscene, profane, indecent, or otherwise objectionable, offensive, or harmful, as determined in the other Party’s sole discretion.
5. Partner (directly or indirectly) does not, and will not, undertake any “black-hat” or deceptive or fraudulent methods including, but not limited to keyword or cookie stuffing, spamdexing, malware, adware, hidden text or links, doorway or cloaked pages, link farming, blog comment spam, spyware, parasite ware techniques, automated “robot” techniques, software, downloads, context triggering, or other similar tactics to increase Member Referrals. Furthermore, Partner will not (directly or indirectly) bid on or purchase at any website or other service:
1. any of the Company’s Confidential Information or
2. any form of the Company’s trademarks or misspellings of the Company’s trademarks.
6. Partner will not make any representations or warranties, including but not limited to false or misleading representations, with respect to the specifications, features, or functionality of the Company’s products or services.
7. Partner agrees that neither Partner nor any affiliates of Partner will impose or collect any fee of any kind, including but not limited to any application fee, referral fee, or funding fee from any consumer, for any product or service offered under or related to the Partner or Partner’s affiliates’ performance under this Agreement.
4. ### Representations and Warranties.
1. To qualify for the Referral Bonus and Partner Revenue Shares under this Agreement, the Partner:
1. Shall not use the Opolis’ logos, trademarks, trade names, service marks, branding, or other marketing materials (the “**Marks**”) in any manner not expressly approved in writing by Opolis. Any such use of Opolis’ intellectual property without written permission shall be deemed a breach of this Agreement and may result in immediate termination of this Agreement. In addition, Partner acknowledges that Opolis retains all ownership, right, title, and interest in and to its Marks, inventions, copyrights, trade secrets, patents, technology, software, and know-how related to the design, function, or operation of its Services. Partner’s rights are strictly limited to the rights expressly granted in this Agreement.
2. Shall not copy, reproduce, or distribute any of Opolis’ intellectual property, including but not limited to the Link, copyrighted materials, trademarks, and trade secrets, without the prior written consent of Opolis. Partner agrees that protection of the goodwill associated with the Marks is of paramount importance to the other Party. Accordingly, each Party covenants not to do anything that would damage the goodwill presently associated with the Marks. Partner agrees and understands that the Company is the exclusive owner of the Company’s Code and all graphic designs, icons, computer programming, and other elements incorporated therein or generated thereby, and all intellectual property rights in the foregoing.
3. Shall comply with all applicable laws, rules, and regulations, including, without limitation, the Federal Trade Commission Act, and shall not engage in any deceptive, misleading, or otherwise prohibited acts or practices in connection with its marketing activities. Without limiting the foregoing obligation, Partner agrees that it will comply with all applicable laws (federal, state, or otherwise) governing marketing emails, including, without limitation, the CAN-SPAM Act of 2003 and all other anti-spam laws.\
5. ### Payment of Referral Bonuses and Partner Revenue Shares.
1. All amounts due hereunder to Partner will be paid based on the following schedule: (i) for Partners whose aggregate unpaid balance exceeds $500 during a calendar quarter, payments will be processed quarterly, within thirty (30) days following the end of such quarter; and (ii) for Partners whose aggregate unpaid balance does not exceed $500 during a calendar quarter, payments will be processed annually, within ninety (90) days following the end of the applicable calendar year. All reporting regarding referrals attributed to the Partner and payments due will be available on Opolis’ Partner website at partner.opolis.com (“**Partner Site**”). Opolis will remit payment to Partner via ACH to the bank account indicated by Partner, and Partner must provide its bank information on the Partner Site to receive payments for amounts due.
2. Partner will pay all sales, use, withholding, and other taxes, duties, or fees imposed by any applicable laws and regulations as a result of the payments it receives under this Agreement. Partner agrees to provide its current tax information on a W-9 on the Partner Site and to make any and all changes or updates whenever its information changes. Opolis will report to the IRS the amounts received by Partner on Form 1099-NEC or an equivalent. Partner agrees to electronic distribution of this form to the Partner by Opolis, and Partner will keep its email address current on the Partner Site.
3. Opolis reserves the right, in its sole discretion, to withhold or adjust payments in the event of any disputes, chargebacks, or fraudulent activities related to new Members referred by the Partner without notice.
4. Opolis may, in its sole discretion, set discounts; make allowances, adjustments, or refunds to its Members. In each such case, Opolis may deduct such amounts or charge back to the Partner’s account any such amounts previously paid or credited to the Partner.
5. Unless otherwise agreed in writing, each Party agrees to be solely responsible for and to pay out of its own funds all expenses incurred by such Party relating to or arising out of such Party’s performance of this Agreement, including without limitation, marketing expenses, fees, taxes, insurance premiums, legal and accounting service fees, all secretarial, photocopying, telecommunications, office supplies, and other support services, and travel, food, and lodging expenses.
6. Each Party agrees that it shall be solely responsible for, and that the other Party shall have no liability with respect to, the compensation of and any claims asserted by its respective officers, directors, partners, members, employees, or agents assigned or requested to perform under this Agreement. For purposes of this Section, “**compensation**” shall include salary, wages, benefits, and federal, state, and local payroll taxes, and “**claims**” shall include disability, workers’ compensation, discrimination, or other employer liability or tort claims.
7. Partner is solely responsible for providing and maintaining accurate and complete payment and tax information, including, without limitation, a valid W-9 and ACH banking details, through the Partner Site. Opolis will make reasonable efforts to notify Partner when such information is required or incomplete. If Partner fails to provide the required information within thirty (30) days after such notice, any amounts otherwise payable to Partner shall be deemed permanently forfeited, and Opolis shall have no further obligation to pay such amounts.
6. ### Term and Termination.
1. The term of this Agreement shall commence as of the Effective Date and shall continue for a period of one (1) year from such date, unless terminated earlier in accordance with the provisions of this Section 6 (the "**Initial Term**"). This Agreement will automatically renew for successive one (1) year terms (each, a “**Renewal Term**” and together with the Initial Term, the “**Term**”), unless either Party provides no less than thirty (30) days' written notice of its intent to terminate this Agreement prior to the end of the then-current term.
2. Either Party may terminate this Agreement upon written notice to the other party if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice thereof. Upon the occurrence of a material breach of this Agreement by the Partner that is not cured in accordance with this Section 6(b), all fees accruing up to the date of termination shall terminate as of the date of termination by Opolis. Opolis shall be liable for payment of all amounts earned and accrued through the effective date of termination.
3. Either Party may terminate this Agreement for convenience upon 90 days' written notice to the other Party. If this Agreement is terminated, Opolis shall be liable for all amounts earned and accrued through the effective date of termination. The Parties shall mutually agree upon a reasonable wind-down procedure within 30 days of the effective date of termination.
4. Either Party may terminate this Agreement immediately if the other party becomes insolvent, bankrupt, or shall generally fail to pay its debts when such debts become due, admits in writing its inability to pay its debts, has a receiver or trustee appointed for it or its property, makes an assignment for the benefit of its creditors, has commenced by, for, or against it any proceedings under any law related to bankruptcy, insolvency or reorganization or release of debts, or institutes any proceedings to dissolve or liquidate itself.
5. Upon termination of this Agreement, all rights and obligations of the Parties hereunder shall cease, except that any obligations that by their nature survive termination, including, without limitation, the payment of Referral Bonuses and Partner Revenue Shares for Members up to the date of termination. Confidentiality obligations pursuant to Section 7 shall survive termination of this Agreement.
6. Promptly upon expiration or termination of this Agreement, Partner will uninstall the Company’s Code and remove any links to the Company’s websites.
7. ### Confidentiality.
1. Each Party shall maintain the confidentiality of all non-public information provided by the other Party, including the Employment Commons, in connection with this Agreement, including but not limited to, such Party’s customer/member information, the Code, technical and business strategies, practices, pricing, and marketing materials, information that might reasonably be presumed to be proprietary or confidential in nature; information that is disclosed in a writing that is marked “**confidential**” or “**proprietary**” at the time of such disclosure (the "**Confidential Information**"). Neither Party shall disclose any Confidential Information to any third party without the prior written consent of the other Party and shall use such Confidential Information solely for the purpose of performing its obligations under this Agreement. Each Party shall take all reasonable precautions to prevent unauthorized access, use, or disclosure of Confidential Information. This confidentiality obligation shall survive the termination of this Agreement for a period of five (5) years.
8. ### Indemnification.
1. Each Party agrees to indemnify, defend, and hold harmless the other Party, including the Employment Commons, and their respective directors, officers, employees, agents, affiliates, and assigns from and against any and all claims, liabilities, losses, damages, costs, and expenses (including, without limitation, reasonable attorneys' fees) arising out of or relating to:
1. such Party’s breach of this Agreement;
2. such Party’s marketing activities under this Agreement; and
3. any claims brought by third parties alleging that a Party’s marketing activities infringe, misappropriate, or otherwise violate any intellectual property or proprietary rights of such third parties.
9. ### Disclaimer of Warranty.
**OPOLIS DOES NOT OFFER ANY WARRANTY UNDER THIS AGREEMENT. OPOLIS DISCLAIMS TO THE EXTENT ALLOWED BY APPLICABLE LAW ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. OPOLIS DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ITS SERVICES WILL BE ACCURATE OR AVAILABLE.**
10. ### Limitation of Liability.
**IN NO EVENT WILL OPOLIS BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF DATA, REVENUE, OR PROFITS), COSTS, OR EXPENSES (INCLUDING BUT NOT LIMITED TO LEGAL FEES AND EXPENSES), WHETHER FORESEEABLE OR UNFORESEEABLE, THAT MAY ARISE OUT OF OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY THEORY INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, BREACH OF WARRANTY, OR NEGLIGENCE. IN NO EVENT WILL THE COLLECTIVE LIABILITY OF OPOLIS EXCEED THE GREATEST AMOUNT OF THE FEES PAID OR OWED BY OPOLIS UNDER THIS AGREEMENT. THE LIMITATIONS IN THIS SECTION FORMED A BASIS FOR ENABLING EACH PARTY TO OFFER AND ACCEPT THE REVENUE SHARE RATES HEREIN.**
11. ### Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to its conflicts of law principles. Any disputes arising out of or relating to this Agreement shall be resolved exclusively in the state or federal courts located in Denver, Colorado, and the parties hereby consent to the jurisdiction of such courts.
12. ### Entire Agreement.
This Agreement, together with any exhibits, schedules, or other attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the parties. This Agreement may not be amended, modified, or supplemented except as expressly provided in Section 17 or by a written instrument signed by both parties hereto.
13. ### Severability.
If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect, and such invalid, illegal, or unenforceable provision shall be construed in accordance with applicable law as nearly as possible to reflect the original intention of the parties hereto.
14. ### Waiver.
No waiver of any provision of this Agreement shall be deemed or shall constitute a waiver of any other provision of this Agreement, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.
15. ### Notices.
All notices, requests, consents, and other communications under this Agreement shall be in writing and shall be deemed given when (a) personally delivered; (b) sent by facsimile or email, with written confirmation of receipt by the sending facsimile machine or email system; (c) three (3) business days after being sent by registered or certified mail, return receipt requested, postage prepaid; or (d) one (1) business day after being sent by a nationally recognized overnight courier, such as FedEx or UPS, with tracking information provided.
Each Party will provide all notices and other communications to the e-mail addresses the other Party provides in the signature page below. The foregoing are the only effective channels for providing notice, and all other forms of notice will be ineffective for purposes of this Agreement. Notices will be effective when sent. Each Party has the right to rely upon the last e-mail address provided by the other Party, and any correctly addressed notice or notice confirmation from that is refused, unclaimed, or undeliverable because of an act or omission of the Party to which it is addressed will be deemed effective as of the date such notice or notice confirmation was sent.
16. ### Relationship of the Parties.
For all purposes herein, the Partner and Opolis shall be deemed to be independent contractors of one another, and neither party shall act, represent, or hold itself out as having authority to act as an agent or partner of the other party. \
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Partner acknowledges that Opolis retains sole discretion regarding the acceptance, onboarding, qualification, continued participation, pricing, payroll processing, tax services, benefits eligibility, cooperative membership status, and availability of any products or services. Partner shall have no authority to make commitments, guarantees, representations, warranties, or promises on behalf of Opolis, Employment Commons, or any affiliated entity, and Opolis shall not be bound by any statement or representation made by Partner.\
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Further, nothing contained in this Agreement shall be construed to give the Partner the power to direct and control the day-to-day activities of Opolis or allow the Partner to create or assume any obligation on behalf of Opolis for any purpose whatsoever. Nothing expressed or implied in this Agreement is intended or shall be construed to create or establish a joint venture or a partnership between the parties hereto. All financial and other obligations associated with the Partner’s business are the sole responsibility of the Partner.
17. ### Modifications.
Opolis may update, modify, or amend this Agreement at any time, in its sole discretion, without the consent of Partner. Any such changes will apply on a prospective basis and shall be effective upon posting to the Opolis Partner Site or upon other reasonable notice to Partner, which may include email or prominent notice. Continued participation in the Partner program following the effective date of any such changes constitutes Partner’s acceptance of the modified Agreement.
18. ### Successors and Assigns.
This Agreement will be binding upon and will inure to the benefit of each Party’s permitted successors and assigns. The Agreement is not assignable or transferable by either Party without the prior written consent of the other Party, and any attempt to do so in violation of this provision will be void; provided that no consent is needed if the assignment is to a successor in the event of a merger of the assigning party, a sale or transfer of substantially all of the assets of the assigning party, or the sale or transfer of substantially all of the outstanding shares of the assigning party.
19. ### Authority.
Each of the Parties represents and warrants that any person submitting or receiving electronic notice under this Agreement is an authorized representative of its business organization and is authorized to bind and act on behalf of such organization for the purposes described herein.
20. ### Force Majeure.
Neither Party will be liable hereunder by reason of any failure or delay in the performance of its obligations on account of events beyond its reasonable control, which include without limitation: strikes; shortages; riots; insurrection; fires; flood; storm; explosions; acts of God; war; terrorism; governmental action; labor conditions; earthquakes; and material shortages (each a “**Force Majeure Event**”). Upon the occurrence of a Force Majeure Event, the Parties will be excused from any further performance of the respective obligations affected by the Force Majeure Event for so long as the effects of the event continue. Notwithstanding the foregoing, a payment obligation of either Party shall not be excused or excusable on account of a Force Majeure Event.
**BY CLICKING THE CHECKBOX UPON SIGNUP**, the Partner signing up intends to be legally bound hereby and agrees to the terms of this Agreement as of the date of their acceptance.
© 2026 OPOLIS, INC.