X3 Partner Program Agreement
This Agreement is between X3 Fleet Safety LLC (“X3,” “we,” “us”) and the person or company that applies to the X3 Partner Program (“Partner,” “you”). By submitting an application you agree to it. It takes effect when we approve your application.
1. Joining the program
1.1 Application. You apply through our website. We review every application and may approve or decline it at our discretion. You must be at least 18 and able to enter a contract. The information you give us must be accurate, and you must keep it current.
1.2 Your link and dashboard. When you are approved we issue you a referral code and link and give you access to a partner dashboard. Access is by a one-time sign-in link sent to your email. You are responsible for activity under your account.
2. How referrals are credited
2.1 Registration. A prospective customer is registered to you when either (a) they arrive through your referral link and submit their email address on the welcome page, or (b) you register their email address in your dashboard before they become a customer. The date of registration is the “Registration Date.”
2.2 Referred Customer. A registered prospect becomes your “Referred Customer” when all of the following are true: (a) they make their first payment to X3 within 90 days after the Registration Date; (b) they pay using the registered email address; (c) they had made no payment to X3 before the Registration Date; and (d) the referral complies with this Agreement.
2.3 First registration wins. If more than one partner registers the same email address, the earliest valid registration is credited. A registration that has not become a Referred Customer within 90 days expires, and the email address may be registered again.
2.4 What does not count. You do not earn commission on your own purchases, or on purchases by a business you own, control, are employed by or are otherwise affiliated with. We do not rely on browser cookies to credit referrals; a visit to your link without a registered email is counted in your dashboard but does not by itself create a referral.
2.5 Questions about credit. If you believe a customer should have been credited to you, email us within 60 days of that customer’s first payment with what you have. We will review it in good faith. Our records are the basis for crediting, and our reasonable determination is final.
3. Commission
3.1 Rate and term. We pay you 20% of Net Revenue we receive from each Referred Customer during the 12 months beginning on the date of that customer’s first payment (the “Commission Term”). All X3 products the Referred Customer pays for during the Commission Term count, including subscriptions and one-time purchases.
3.2 Net Revenue. “Net Revenue” means amounts X3 actually receives from the Referred Customer for X3 products, less sales, use and similar taxes, and less refunds, credits and chargebacks. Amounts billed but not collected are not Net Revenue.
3.3 Your rate is locked per referral. The rate and Commission Term in effect on a referral’s Registration Date apply to that referral for its whole Commission Term, even if we later change the program for new referrals.
3.4 No other compensation. Commission under this Section is the only compensation for your participation. You pay your own costs.
4. Payment
4.1 When commission becomes payable. A commission becomes payable 30 days after the Referred Customer’s payment clears. This holding period lets refunds be netted out first.
4.2 Monthly payout. Once a month we prepare a statement of your payable commissions. If your payable balance is at least $50, we pay it by PayPal or ACH bank transfer to the account you have given us. Balances under $50 roll forward to the next month and do not expire while you remain in the program.
4.3 Review. Every payout is reviewed and approved by X3 before it is sent. We may hold a payout while we look into suspected fraud, a breach of this Agreement, or a pending dispute or chargeback, and will tell you if we do.
4.4 Refunds and chargebacks. If a payment from a Referred Customer is refunded, credited or charged back, the commission on that amount is reversed. If we already paid it, we deduct it from your later payouts.
4.5 Payment details and tax forms. You must give us accurate payout details and a completed IRS Form W-9 (or the appropriate Form W-8 if you are outside the United States) before your first payout. We cannot pay you until we have them. Payments are in U.S. dollars. You are responsible for any fees your payment provider charges you.
4.6 Statement questions. Tell us about any error in a statement within 60 days after it is issued. After that the statement is treated as accepted.
5. How you may promote X3
5.1 Be accurate. Describe X3 products truthfully and only as we describe them on our own websites. Do not promise or imply a particular result — for example a safety rating, a CSA score change, an audit outcome, an insurance premium, or the outcome of a DataQ request or crash preventability determination. FMCSA decides those matters at its sole discretion.
5.2 No government or legal claims. Do not state or imply that X3 is affiliated with, endorsed by or part of FMCSA, USDOT or any government agency. X3 is a compliance services company, not a law firm, and you must not describe its products as legal advice.
5.3 Disclose the relationship. You must clearly and conspicuously disclose that you may earn a commission, close to any recommendation or link, as required by the U.S. Federal Trade Commission’s Endorsement Guides (16 CFR Part 255). A disclosure hidden in a footer, a profile page or behind a link is not enough.
5.4 No spam. You must comply with CAN-SPAM, the Telephone Consumer Protection Act and all other laws that apply to your marketing. No unsolicited bulk email, text messages or automated calls, and no purchased or scraped contact lists.
5.5 Paid search and brand names. Do not bid on “X3,” “X3 Fleet Safety,” any X3 product name or close variations in paid search or paid social, and do not send paid traffic directly to an X3 domain through your link. Do not register domain names or social handles that contain X3 brand names.
5.6 No incentives or deception. Do not offer cash, rebates or a share of your commission to induce a purchase unless we approve it in writing. No cookie stuffing, forced clicks, fake reviews, impersonation of X3, or coupon and deal sites without our written approval.
5.7 Register only real prospects. Register an email address in your dashboard only after you have actually spoken with that prospect about X3, and only if they would expect you to share it with us.
6. X3 brand materials
While you are in the program we grant you a limited, non-exclusive, revocable, non-transferable license to use the X3 names and logos we provide, unaltered, solely to promote X3 products under this Agreement. All goodwill belongs to X3. Stop using them when we ask or when this Agreement ends.
7. Independent relationship and taxes
You are an independent contractor. Nothing in this Agreement makes you an employee, agent, franchisee or legal partner of X3, and you have no authority to bind X3 or to accept orders or payments on its behalf. You are responsible for your own taxes, and we will issue tax forms where the law requires.
8. Data and confidentiality
8.1 We use the information you give us to run the program, as described in our Privacy Policy. To credit referrals we record visits to your link (date, product and a one-way hash of the visitor’s network address) and the email addresses registered to you.
8.2 Information in your dashboard about referred customers, and any non-public information we share about the program, is confidential. Use it only to take part in the program and do not disclose it.
9. Term and ending the agreement
9.1 Either of us may end it. You may leave the program at any time by emailing us. We may end your participation at any time by emailing you.
9.2 If we end it without cause, you continue to earn commission on your existing Referred Customers for the rest of each Commission Term, paid on the normal schedule.
9.3 If you leave, we pay commissions on payments received from your Referred Customers up to the date you leave, on the normal schedule and regardless of the $50 minimum.
9.4 If we end it for cause — a material breach of Sections 2.4 or 5, fraud, or conduct that harms X3 or its customers — your right to unpaid and future commissions ends, and we may recover commissions paid on referrals obtained through the breach.
9.5 We may suspend your link and dashboard while we investigate a suspected breach.
10. Changes to the program
We may change this Agreement or the program, including the commission rate for new referrals. We will email you at least 30 days before a change that reduces your commission takes effect. Section 3.3 continues to protect referrals already registered to you. If you do not agree with a change, you may leave the program under Section 9.
11. Disclaimers and limits
11.1 The program, the dashboard and referral tracking are provided “as is.” We do not promise that they will be uninterrupted or error-free, or that you will earn any particular amount.
11.2 To the fullest extent the law allows, X3 is not liable for indirect, incidental, special, consequential or punitive damages, or for lost profits or revenue, arising out of this Agreement. X3’s total liability under this Agreement will not exceed the commissions paid or payable to you in the six months before the claim arose.
11.3 You will defend and indemnify X3 against third-party claims arising from your marketing activities, your breach of this Agreement or your violation of law.
12. General
This Agreement is governed by the laws of the state in which X3 Fleet Safety LLC is organized, without regard to conflict-of-laws rules, and the courts located in that state have exclusive jurisdiction. You may not assign this Agreement without our written consent. If any part is unenforceable, the rest remains in effect. This Agreement, together with our Terms of Service and Privacy Policy, is the entire agreement between us about the program. Notices to you go to the email on your account; notices to us go to support@x3fleetsafety.com.