Publisher Agreement

This Publisher Agreement ("Agreement") is between Leadgen Network Organization, Inc., a Michigan corporation, 30771 Milford Rd, New Hudson, MI 48165 ("Leadgen" or "BillyConnect"), and the publisher identified in the accepted Publisher Schedule ("Publisher"). BillyConnect is a program operated by Leadgen; it is not a separate contracting legal entity.

This Agreement applies exclusively to the approved BillyConnect website-widget program. Any separately contracted direct affiliate supply through Everflow, MojaAI, Phonexa or other channels is outside its scope unless expressly incorporated by a signed writing.

1. Definitions

"Approved Site" means a publisher website or digital property approved for the program. "Widget" means a Billy AI Chatbot, Smart Form, Smart Search or other Leadgen-authorized implementation. "Widget Traffic" means activities through an approved Widget, subject to valid attribution. "Qualifying Buyer Revenue" means real, authoritative buyer/advertiser revenue attributable to an eligible, non-test, non-fraudulent conversion, net of partner-confirmed reversals, credits and repricing, but not reduced by the Publisher commission itself. "Collected Revenue" means money actually received and reconciled by Leadgen for qualifying transactions. "Publisher Schedule" means the versioned commercial terms accepted for an approved Publisher. "Platform Data" is defined in Section 8.

2. Scope and approvals

Publisher may embed only authorized Widgets on Approved Sites and use only permitted sources and methods. Creating an account, accepting the Agreement or passing domain verification does not authorize live monetization. Leadgen may require business verification, tax/payment details, approved traffic sources, lawful content, accepted Schedule, required consumer disclosures and completed security review. Publisher is responsible for its personnel, contractors, traffic vendors and approved subpublishers. No unrelated sublicense or redistribution is permitted.

3. Publisher obligations

Publisher must generate genuine voluntary consumer traffic through lawful and accurate advertising, including SEO, paid advertising, social and content sources where approved. Publisher is responsible for its own website content, advertising claims, tracking notices, disclosures and traffic-acquisition compliance. Publisher may not tamper with consent notices, routing, offer eligibility, attribution, signed handoffs, session credentials or security controls; impersonate buyers or officials; fabricate reviews; make false pricing/eligibility claims; or mislead consumers into calls, submissions or referrals. Publisher must promptly disclose material source changes, cooperate with reasonable investigations and maintain records of its acquisition practices as required by the Schedule and law.

4. Prohibited and invalid activity

Invalid activity includes fictitious or incentivized consumer actions without express permission; bots, synthetic leads, AI callers misrepresented as genuine consumers; spoofed identities; unauthorized calls or messages; fabricated consent; call-padding, silent holds or coerced duration; duplicates made to inflate earnings; misrouting; recycled/stolen/scraped leads without authority; hidden traffic sources; unapproved transfers; fraudulent click activity; unauthorized IP/brand use; security circumvention and traffic that materially violates buyer terms or applicable law. Leadgen may reject affected earnings based on documented grounds. Authorized staging or testing never earns commissions, even when an upstream system reports a payout.

5. Commission entitlement and subsequent monetization

Commissionable activity comprises the initial consumer service request through the Widget and directly associated eligible conversion events, including multiple legitimate payable legs of the same referral and additional distinct service needs expressed during that same continuous conversation/session. Subject to buyer rules and required consumer permissions, This activity is commissionable at the applicable Publisher Schedule rates. Valid cross-site handoffs or hosted/internal destinations do not remove originating Publisher attribution. A new tab or destination alone does not remove commission eligibility. Attribution does not imply a 180-day cookie or open-ended cross-session commission right.

Subsequent monetization comprises independently initiated future re-engagement, separate subsequent marketing campaigns, later independent cross-sells, permitted data licensing, buyer intelligence and related downstream monetization using lawfully usable Platform Data. Subject to law, consumer permissions and partner restrictions, Leadgen retains 100% of revenue from subsequent monetization, and Publisher receives no commission on that subsequent monetization unless expressly agreed in a separate writing. A later event cannot be classified as subsequent monetization merely to evade compensation for an otherwise qualifying commissionable transaction. Disputed classification must be supported by linked source, intent, campaign, consent and transaction records. Subsequent monetization may occur only when lawfully enabled by Leadgen.

6. Progressive commission tiers

All new external publishers begin at Tier A. Within each calendar month (America/New_York), qualifying revenue is allocated progressively to applicable tier bands. The Publisher keeps the percentage shown; Leadgen retains the remainder before platform and other expenses. Month-to-month carryover: a publisher begins a new month at the tier where the immediately preceding month ended, receives at least that starting-tier rate on qualifying revenue throughout the new month, may advance upward within that month, and does not downgrade mid-month. The next month’s starting tier is determined by the completed month’s own qualifying revenue, regardless of its carried-in tier. Tier A may recur following a low-revenue month; it is not a one-time bonus. This framework applies unless an individually agreed, versioned Publisher Schedule expressly supplies a different authorized commission schedule.

Illustration for a new publisher with $20,000 in qualifying revenue in month one: $500×25% + $4,500×40% + $5,000×50% + $10,000×60% = $10,425 publisher commission; Leadgen retains $9,575 before expenses. If that publisher starts month two at D and generates $2,000, month-two commission is $1,200; the following month starts at B.

7. Earnings, collection, corrections and manual payment

Confirmed, attributable Qualifying Buyer Revenue controls tier progression; unconverted calls, bids, estimated payouts, unsupported clicks, synthetic entries and test activity never qualify. A confirmed conversion is not necessarily collected or payable. Commissions become payable only to the extent linked buyer revenue is actually collected, appropriately allocated to individual transactions and tier slices, reconciled, past applicable holds and not affected by legitimate disputes, returns, fraud or compliance defects. Leadgen generates estimated and final statements distinguishing reported, verified, held, collected, payable and paid amounts. Manual payments of eligible undisputed commissions are ordinarily processed 30–45 calendar days after month-end, subject to the legally permitted and specifically documented holds under this Agreement. No automated withdrawal or automatic payout is promised. Delayed collections are not automatically treated as fraudulent or reversed.

Late partner confirmations, refunds, disputes or errors are reflected as traceable adjustments rather than secret edits to immutable ledger records. Corrections affecting tier carryover produce documented recalculations and, where material, administrator review. Publisher may submit a supported statement dispute within 15 business days after a statement becomes available; this notice period does not forfeit nonwaivable legal rights. A settled or paid entry may be offset or recovered only to the extent contractually and legally supported by objective records. Publisher provides necessary tax and lawful payment information.

8. Platform Data and proprietary rights

"Platform Data" includes information collected or generated by or through BillyConnect Widgets and infrastructure, such as widget-session and action records; qualifying consumer responses and service intents; permission and consent evidence; attribution; lead and referral metadata; transaction and buyer outcomes; derived scoring, graph relationships, models, aggregated insights and analytics. As between Leadgen and Publisher, Leadgen exclusively owns its software, models, mascots, partner relationships, internal pricing and proprietary platform-generated records and intelligence, and Publisher assigns to Leadgen any assignable interest Publisher may acquire in Platform Data through program participation. Where assignment is legally ineffective, Publisher grants Leadgen a worldwide, perpetual, nonexclusive, sublicensable license to use such rights to the fullest extent lawfully permitted for the purposes stated herein. No transfer of ownership is asserted over a consumer’s statutory privacy rights, independently owned Publisher source data, third-party intellectual property or information that law/contract bars Leadgen from using.

Leadgen may process Platform Data for service fulfillment, legitimate buyer matching, fraud/compliance, security, accounting, platform analytics, product improvement and properly authorized cross-selling, re-engagement, marketing and data licensing. All uses, transfers and communications remain conditioned on applicable privacy law, consumer choices, binding vendor/buyer terms and verified permissions. Publisher is not entitled to proceeds from subsequent monetization described in Section 5 or a separate data fee. Publisher receives only limited, revocable portal access to its own approved operational reports and has no right to bulk export, resell, scrape, enrich, transfer, reverse-engineer or independently remarket Platform Data except as Leadgen expressly authorizes in writing. Publisher may retain and lawfully use independently collected website information outside BillyConnect, subject to its own rights and obligations. Each party must avoid misleading statements about ownership or consumer choice.

9. Consumer consent, contact and privacy

Use of a Widget alone does not constitute express marketing consent. Leadgen controls the text and versioning of required Widget notices and permission prompts. Publisher must not suppress, alter, pre-check or bypass them. Service-specific buyer transfers require an applicable legal basis and relevant disclosures; automated telemarketing calls/texts or subsequent unrelated uses require any additional legally required seller-specific authorization. Each party remains responsible for its own independent marketing and contact actions. Publisher shall cooperate with privacy rights requests, opt-outs, retention controls and permitted recipient notifications, without claiming that the Publisher Agreement itself supplies consumer consent. The authoritative permissions/suppression system must deny unsupported use or export.

10. Risk controls, fraud remedies and termination

For credible fraud, security threats, significant compliance risks or material breach, Leadgen may immediately restrict traffic, disable Widgets, suspend affected revenue or platform access, and preserve evidence pending review. Leadgen may reject affected invalid conversions, reverse improperly credited earnings, recoup substantiated overpayments and terminate or ban offending accounts, with reasons and supporting records provided as reasonably feasible and subject to law. Legitimate unrelated earned commissions are not automatically forfeited. Publisher must reasonably cooperate with audits, preserve required evidence and avoid retaliating against consumers exercising rights. Either party may terminate ordinary participation upon 15 days’ notice; material fraud or serious violations may justify immediate termination. Accrued obligations, confidentiality, lawful data rights, disputes and needed audit/record retention survive as appropriate.

11. AI and service availability

AI-powered features have no separate software subscription under the standard program but are subject to configurable fair-use limits, security restrictions, cost budgets and availability. Leadgen may throttle, optimize or substitute deterministic Smart Forms, search and rule-based qualification when AI budget or abuse thresholds are reached. This does not change a Publisher’s contracted commission percentages or promise uninterrupted service, a minimum conversion rate, any amount of traffic, or earnings. Publisher may not evade limits through accounts or automation.

12. Confidentiality, platform license and restrictions

Leadgen grants a revocable, nontransferable, nonexclusive license to embed approved Widgets on Approved Sites while participation is authorized. All intellectual property not expressly licensed remains with its owner. Each party safeguards the other’s nonpublic business information; Publisher shall not use nonpublic buyer contacts, offer terms or technical access to circumvent Leadgen or to build a competing data product using Platform Data. Security incidents affecting Widget credentials or consumer records must be reported promptly. Ordinary staff roles and technical access confer no ownership or independent data license.

13. Indemnification and liability

Publisher will defend and indemnify Leadgen from third-party claims and reasonable losses to the extent caused by Publisher’s unlawful acquisition, deception, unauthorized advertising/contact, traffic fraud, privacy failure, material breach or negligence, including those of approved subcontractors. Leadgen will defend and indemnify Publisher against third-party claims to the extent caused by Leadgen’s own unlawful platform operations, intentional misconduct or its unmodified technology infringing intellectual-property rights. Indemnification must include prompt notice, reasonable cooperation and appropriate defense/settlement protections. Nothing in this Agreement creates a blanket forfeiture of earned commissions or waives mandatory legal rights.

14. Governing law and dispute procedures

Michigan law governs, without conflict-of-laws rules. Parties will first attempt to resolve good-faith commercial disputes by written escalation. State and federal courts located in Michigan have exclusive jurisdiction to the extent legally permitted. Either party may pursue urgent injunctive relief when justified for security, confidentiality, fraud or intellectual-property concerns. Material contract amendments require versioned notice and fresh affirmative acceptance before continued monetization under changed terms; new publisher commercial rates are prospective unless agreed otherwise.

15. Electronic acceptance and records

Publisher must affirmatively check an unchecked box identifying the complete Publisher Agreement and applicable Publisher Schedule. Passive use or a Terms link alone is not binding affirmative acceptance for this process. Leadgen logs the full text/version/hash, accepted schedule, account/entity identity, date/time, displayed affirmation and appropriate audit metadata and makes the accepted version available in the portal. Acceptance does not itself authorize live monetization; program activation remains subject to the approvals in Section 2.

APPENDIX A: PROHIBITED TRAFFIC EXAMPLES

Nonexclusive examples: fake/test/incentivized callers or leads without approval; synthetic voice pretending to be consumers; spoofed caller identity; call-length padding; coached responses; fraudulent repeats; scripts/bots and fabricated inquiries; deceptive government, legal or insurance affiliations; false emergencies, prices, ratings or rebates; impersonation; fabricated directories; unauthorized brand bidding; adware, forced redirects, click exchanges, browser hijacking and source masking; unlawful SMS/phone/email; unauthorized lead recycling; fake consent or tampered TrustedForm/Jornaya evidence; unauthorized subpublishing; forged session attribution; cross-site credit manipulation; prohibited categories/geographies; and misuse or export of Platform Data.

APPENDIX B: PUBLISHER SCHEDULE