Partner Program Terms

1. Agreement and Acceptance

These Terms and Conditions (“Terms”) govern your participation in the Seneca Cost Segregation Partner Program (the “Partner Program”), operated by Seneca Cost Segregation LLC, an Oregon limited liability company (“Seneca,” “we,” “us,” or “our”). By applying to, enrolling in, or participating in the Partner Program, you (“Partner,” “you,” or “your”) agree to be bound by these Terms.

If you do not agree to these Terms, you may not participate in the Partner Program.

2. Definitions

• “Partner Account” means your account in the Seneca Partner Portal.
• “Partner Agreement” means the individual onboarding confirmation, Partner Portal information, or other written communication from Seneca setting out the specific commercial terms applicable to your participation, including your applicable Commission Rate, Attribution Window, payment frequency, and any campaign-specific terms.
• “Referral Link” means the unique tracking URL provided to you by Seneca.
• “Qualified Referral” means a customer who (a) accesses Seneca’s services via your Referral Link or other approved tracking mechanism within the Attribution Window, (b) executes an engagement with Seneca, and (c) pays Seneca in full for the contracted services.
• “Attribution Window” means the period during which a referred prospect’s purchase is credited to you, as specified in your Partner Agreement.
• “Seneca Marks” means Seneca’s names, trademarks, service marks, logos, and trade dress, including without limitation “Seneca,” “Seneca Cost Segregation,” and any related design marks.

3. Eligibility and Enrollment

You must be at least 18 years old and legally able to enter into binding contracts. Seneca may approve or reject applications at its sole discretion. Enrollment is subject to ongoing compliance with these Terms and Seneca’s policies. Seneca may suspend or terminate your participation at any time as set out in Section 13.

4. Referral Mechanics and Attribution

• Referrals are tracked via your unique Referral Link.
• A customer is credited as a Qualified Referral only if their session originated from your Referral Link within the Attribution Window before their purchase.
• If multiple Partners are associated with a single customer’s purchase, attribution will be determined by Seneca’s last-click attribution model, unless otherwise specified in writing.
• Manual referrals (without a Referral Link) may be credited at Seneca’s sole discretion.
• Self-referrals (referring yourself, your own business, or any entity in which you have a material interest) are not permitted. Attempted self-referrals will result in commission forfeiture and may result in termination.

5. Commissions

• A commission (“Commission”) is earned only on a Qualified Referral, and only after the customer has paid Seneca in full for the contracted services.
• Your applicable Commission Rate is set forth in your Partner Agreement.
• Commissions are calculated on the net amount paid by the customer to Seneca, excluding taxes, processing fees, refunds, and chargebacks.
• Seneca does not guarantee any minimum number of referrals, earnings, or results from your participation in the Partner Program.

6. Payment Terms

• Commissions are paid net thirty (30) days from the close of the calendar month in which they were earned, unless your Partner Agreement provides otherwise.
• You are responsible for providing complete and accurate payment information (including bank account, payment processor, or other payment method details as applicable) and required tax documentation (including IRS Form W-9 for U.S. Partners or applicable equivalent) through the Partner Portal. Seneca will not issue any Commission payment until this information is on file and verified. Earned Commissions will remain on account and continue to accrue until you provide the required information.
• Seneca is not liable for any payment delays, withholdings, or forfeitures resulting from incomplete, inaccurate, or unverified payment or tax information.
• You are solely responsible for all taxes owed on Commissions you receive.

7. Refunds and Clawbacks

If a customer associated with a Qualified Referral receives a refund within one hundred eighty (180) days of full payment, the corresponding Commission will be reversed. Reversed Commissions may be deducted from future Commission payments or, where no further payments are anticipated, invoiced to you for reimbursement within thirty (30) days of invoice date.

8. Partner Obligations

You agree that you will:

• Comply with all applicable laws and regulations, including without limitation the FTC’s endorsement and testimonial guides, the CAN-SPAM Act, applicable state consumer protection laws, and any rules of professional responsibility applicable to your profession (including any state-specific rules governing referral fees for professional services).
• Disclose your relationship with Seneca whenever required by law or platform policy, including in social media posts, emails, blog content, and other communications promoting Seneca.
• Accurately represent Seneca’s services, pricing, results, and audit history, and not make any claims that are misleading, exaggerated, or unsupported.
• Use only marketing materials provided or approved by Seneca, or your own original materials that accurately represent Seneca.

You agree that you will not:

• Use Seneca Marks in any paid advertising, including without limitation Google Ads, Bing Ads, Meta Ads, LinkedIn Ads, or any other paid placement, without Seneca’s prior written consent.
• Bid on Seneca Marks, including misspellings or close variants, as keywords in any search engine or advertising platform.
• Register, use, or attempt to register any domain name, social media handle, app name, or business name that incorporates Seneca Marks or is confusingly similar to them.
• Send unsolicited bulk communications (“spam”) promoting Seneca or the Partner Program.
• Scrape, harvest, or otherwise collect data from Seneca’s websites, Partner Portal, or any Seneca-controlled property by automated or manual means; or resell, share, transfer, lease, license, or repackage any leads, prospect data, customer information, or other data obtained through your participation in the Partner Program.
• Pose as, impersonate, or represent yourself as Seneca, a Seneca employee, or an authorized agent of Seneca.
• Engage in any conduct that, in Seneca’s reasonable judgment, may harm Seneca’s reputation, brand, or business.

9. Sub-Affiliate Program

You may recruit other persons or businesses to participate in the Partner Program as your “Sub-Affiliates,” subject to Seneca’s availability and these Terms. Each Sub-Affiliate must agree to these Terms before participating.

You are responsible for ensuring your Sub-Affiliates’ compliance with these Terms and for any conduct by your Sub-Affiliates that breaches these Terms.

Any override compensation payable to you based on Sub-Affiliate activity is governed by your Partner Agreement. Sub-Affiliates contract directly with Seneca; you are not a party to the contractual relationship between Seneca and your Sub-Affiliates.

10. Intellectual Property

Seneca retains all right, title, and interest in the Seneca Marks and all Seneca-provided marketing materials. Subject to your compliance with these Terms, Seneca grants you a limited, non-exclusive, non-transferable, revocable license to use Seneca-approved marketing materials solely for the purpose of promoting Seneca in accordance with these Terms. This license terminates immediately upon termination of your participation in the Partner Program.

You retain all right, title, and interest in any original marketing content you create, provided such content does not incorporate Seneca Marks except as permitted under this license.

11. Confidentiality

In the course of your participation in the Partner Program, you may receive information that is confidential to Seneca, including without limitation your Partner Agreement, your Commission Rate, your payment terms, sales and performance data, customer information, business strategies, and other non-public business or technical information (“Confidential Information”).

You agree to (a) hold all Confidential Information in strict confidence, (b) not disclose Confidential Information to any third party without Seneca’s prior written consent, and (c) use Confidential Information solely for the purpose of your participation in the Partner Program. You may share Confidential Information with your legal and financial advisors who are bound by professional or contractual obligations of confidentiality.

This Section 11 survives termination of your participation in the Partner Program.

12. Independent Contractor Relationship

You are an independent contractor. Nothing in these Terms creates an employment, partnership, joint venture, agency, or franchise relationship between you and Seneca. You have no authority to bind Seneca, make representations on Seneca’s behalf, or incur obligations in Seneca’s name.

13. Term and Termination

These Terms remain in effect for so long as you participate in the Partner Program. Either party may terminate your participation at any time, with or without cause, effective immediately upon written notice to the other party (email is sufficient).

If Seneca terminates your participation for material breach of these Terms — including without limitation fraud, self-referral, misrepresentation, unauthorized use of Seneca Marks, or other conduct harmful to Seneca’s reputation or business — Seneca may, at its sole discretion, forfeit any Commissions earned but not yet paid.

Upon termination for any reason:

• Your access to the Partner Portal and Referral Links will be disabled.
• Your license to use Seneca Marks and approved marketing materials terminates immediately. You must promptly cease all use of Seneca Marks and remove them from your channels (websites, social media, email signatures, etc.).
• Except in the case of termination for material breach, Commissions earned but unpaid as of the termination date will be paid in the ordinary course pursuant to Section 6.
• Sections 7 (Refunds and Clawbacks), 10 (Intellectual Property), 11 (Confidentiality), 14 (Disclaimers), 15 (Indemnification), 16 (Limitation of Liability), 17 (Governing Law and Venue), and 18 (Modifications) survive termination.

14. Disclaimers

THE PARTNER PROGRAM, REFERRAL LINKS, PARTNER PORTAL, AND ALL RELATED MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. SENECA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SENECA DOES NOT GUARANTEE ANY MINIMUM EARNINGS, REFERRALS, CONVERSIONS, OR OTHER RESULTS FROM YOUR PARTICIPATION IN THE PARTNER PROGRAM.

15. Indemnification

You agree to defend, indemnify, and hold harmless Seneca, its affiliates, and their respective officers, directors, employees, contractors, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) your breach of these Terms; (b) your acts or omissions in promoting Seneca; (c) any representation or statement you make regarding Seneca’s services; (d) your violation of any law or third-party right; or (e) the conduct of any Sub-Affiliate you recruit.

16. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SENECA BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUES, LOST GOODWILL, OR LOST BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR PARTICIPATION IN THE PARTNER PROGRAM, EVEN IF SENECA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SENECA’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR PARTICIPATION IN THE PARTNER PROGRAM WILL NOT EXCEED THE TOTAL COMMISSIONS PAID TO YOU BY SENECA IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

17. Governing Law and Venue

These Terms are governed by the laws of the State of Oregon, without regard to its conflict of laws principles. Any dispute arising out of or relating to these Terms or the Partner Program will be brought exclusively in the state or federal courts located in Washington County, Oregon. You consent to the personal jurisdiction of such courts and waive any objection to venue.

18. Modifications

Seneca may modify these Terms at any time, in its sole discretion. The most current version of these Terms is always available on Seneca’s website. You are responsible for periodically reviewing these Terms.

Your continued participation in the Partner Program after any modification constitutes your acceptance of the modified Terms. If you do not agree to any modification, your sole remedy is to discontinue participation in the Partner Program pursuant to Section 13.

19. General Provisions

• Entire Agreement. These Terms, together with your Partner Agreement, constitute the entire agreement between you and Seneca regarding the Partner Program and supersede all prior or contemporaneous understandings.
• Severability. If any provision of these Terms is found unenforceable, the remaining provisions remain in full force and effect.
• No Waiver. Seneca’s failure to enforce any provision is not a waiver of its right to enforce that provision later.
• Assignment. You may not assign or transfer these Terms or your participation in the Partner Program without Seneca’s prior written consent. Seneca may assign these Terms freely.
• Notices. Notices to you may be sent to the email address on file with your Partner Account. Notices to Seneca should be sent to [email protected].
• Headings. Section headings are for convenience only and do not affect the interpretation of these Terms.
• Acceptance by Participation. By participating in the Partner Program, you affirmatively accept these Terms. No signature or further action is required.

Seneca Cost Segregation LLC
4515 NE Elliott Cir, Suite 3
Corvallis, OR 97330
[email protected]