VoiceLab Partner Program Agreement
Version 1.0.0 — Effective 2026-05-14 (DRAFT — pending NY attorney review)
This Partner Program Agreement ("Agreement") is entered into between Modern Approach USA LLC, a New York limited liability company ("VoiceLab," "we," "us"), and the individual or entity enrolling in the VoiceLab Partner Program ("Partner," "you"). By enrolling in or participating in the Partner Program, you agree to these terms.
1. Eligibility
The Partner Program is open only to individuals and entities located in the United States or the European Economic Area / United Kingdom. You represent that (a) you are at least 18 years of age and have legal capacity to contract; (b) you are not a competitor of VoiceLab or acting on behalf of one; (c) your participation does not violate any agreement you are bound by; and (d) you and your beneficial owners are not on any U.S., EU, or UN sanctions list. VoiceLab may refuse or revoke enrollment at its sole discretion.
2. Commission
Subject to the conditions in this Agreement, VoiceLab will pay Partner a 20% recurring commission on net paid subscription invoices from customers Partner directly refers, for 12 months from the referred customer's first paid invoice ("Commission Period"). Commission accrues only on amounts actually collected by VoiceLab (net of refunds, chargebacks, taxes, and Stripe processing fees). Usage-based overage charges, one-time setup fees, professional-services fees, and resold third-party charges are excluded from the commission base unless expressly stated otherwise in writing. [ATTORNEY REVIEW REQUIRED — confirm exclusion list]
3. Single tier — no multi-level / no override
The Partner Program is strictly single-tier. Commission is paid only on customers Partner directly refers using Partner's unique referral link or code. Partner does not earn override, residual, recruitment, or downstream commission of any kind on activity by sub-partners, sub-affiliates, or other partners that Partner introduces to the program. Multi-level marketing, network marketing, pyramid, matrix, or binary structures are prohibited, both within and outside this Agreement, with respect to promotion of VoiceLab. This restriction is material and is intended to keep the Partner Program outside the scope of N.Y. Gen. Bus. §349 (deceptive acts and practices) and N.Y. Gen. Bus. §358-a (multilevel distribution companies) and the FTC Business Opportunity Rule (16 CFR Part 437). [ATTORNEY REVIEW REQUIRED]
4. FTC §255 disclosure (mandatory)
Partner must clearly and conspicuously disclose the material connection to VoiceLab in every public communication that endorses, recommends, reviews, or otherwise promotes VoiceLab, in compliance with the FTC Endorsement Guides at 16 CFR Part 255. Acceptable disclosures include #ad, #sponsored, #partner, or a plain-language statement such as "I earn a commission if you sign up through my link." Disclosures must appear at the start of the post (not buried in a hashtag stack), above the fold on web pages, and audibly in video/audio content. Failure to disclose is a material breach.
5. No trademark or competitor-term bidding
Partner shall not bid on, purchase, or otherwise target the keywords "VoiceLab," any VoiceLab trademark, brand variant, or common misspelling, or the trademarks or brand terms of VoiceLab's competitors, in Google Ads, Bing Ads, Meta Ads, or any other paid-search or paid-social platform. Partner shall not use VoiceLab trademarks in display URLs, ad headlines, or domain names without express written consent. [ATTORNEY REVIEW REQUIRED — competitor-term list and Lanham Act nominative-fair-use boundary]
6. Cookie and attribution rules
Referrals are tracked via Partner's unique link with a 90-day last-touch attribution window. If a prospect clicks Partner's link and signs up within 90 days, Partner is credited as the referring partner. If the prospect subsequently clicks another partner's link before signing up, the most recent partner click within the 90-day window receives credit (last-touch). Self-referrals, referrals from Partner's own household, and referrals where the customer used a coupon or campaign code attributed to a different channel are excluded.
7. Payouts
Commissions are calculated monthly and paid in arrears, typically within 30 days after the end of each calendar month, via Stripe Connect or, where Stripe Connect is unavailable, via Mercury bank transfer. The minimum payout is $50 USD; smaller balances roll forward until the threshold is met. Partner must complete a valid IRS Form W-9 (U.S. taxpayers) or W-8BEN / W-8BEN-E (non-U.S. taxpayers) before any payment is issued. Partner is solely responsible for income, self-employment, VAT, and withholding taxes on commission payments. VoiceLab will issue Form 1099-NEC where required by U.S. law.
8. Termination
Either party may terminate this Agreement for convenience on 30 days' written notice to the other. VoiceLab may terminate immediately for material breach, fraud, FTC or other regulatory violation caused by Partner, or activity that brings VoiceLab into disrepute. Upon termination, Partner stops earning commission on all activity, including activity from previously referred customers — there are no post-termination residuals. Sections 3, 4, 5, 9, 10, 11, and 12 survive termination.
9. No employment or agency relationship
Partner is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, franchise, or agency relationship. Partner has no authority to bind VoiceLab, accept payments on VoiceLab's behalf, sign contracts, or make warranties or representations beyond those published by VoiceLab in writing.
10. Confidentiality
Partner shall hold in confidence any non-public information disclosed by VoiceLab (including pricing, product roadmap, customer lists, and financial data) and use it only to perform under this Agreement. Confidentiality obligations survive termination for three (3) years.
11. Indemnification
Partner shall defend, indemnify, and hold harmless VoiceLab and its officers, directors, employees, and contractors from and against any third-party claim, demand, regulatory action, fine, or loss (including reasonable attorneys' fees) arising out of (a) Partner's breach of this Agreement; (b) Partner's violation of the FTC Endorsement Guides, FTC Act §5, the CAN-SPAM Act, the TCPA, or any other applicable advertising, consumer-protection, or telemarketing law; (c) Partner's false, misleading, or unauthorized statements about VoiceLab or its products; or (d) Partner's infringement of a third-party intellectual property right. [ATTORNEY REVIEW REQUIRED — interaction with insurance and any reciprocal indemnity]
12. Governing law and disputes
This Agreement is governed by the laws of the State of New York, without regard to conflict-of-laws principles. Disputes are resolved per the Disputes and Arbitration sections of the VoiceLab Terms of Service, which are incorporated by reference.
13. Entire agreement; amendments
This Agreement, together with the VoiceLab Terms of Service and Acceptable Use Policy, is the entire agreement between the parties regarding the Partner Program. VoiceLab may amend this Agreement on 30 days' notice; continued participation after the effective date constitutes acceptance.
Contact
Modern Approach USA LLC [ADDRESS — to be filled at LLC registration] partners@voicelabnyc.com | legal@voicelabnyc.com