Partner Services and Non-Circumvention Agreement
1. Customer Relationship and Payment
The Partner acknowledges that Eagle Eye Servs LLC (“Eagle Eye”) owns and manages the customer relationship for every customer, lead, vendor, service provider, booking, quote, or business opportunity introduced, referred, coordinated, or disclosed through Eagle Eye or its Partner Portal (“Protected Relationship”). The Partner may submit service requests on a customer’s behalf; however, unless Eagle Eye provides written approval, the customer shall book and pay Eagle Eye directly. The Partner shall not collect payment in Eagle Eye’s name, make unauthorized promises, modify Eagle Eye’s pricing or terms, or represent that it has authority to bind Eagle Eye.
2. Non-Circumvention
During the partnership and for twenty-four (24) months after the Partner’s last Eagle Eye transaction, the Partner shall not knowingly bypass Eagle Eye or directly solicit, contract with, accept payment from, divert, or provide competing services to a Protected Relationship for the purpose of avoiding Eagle Eye’s involvement, fees, commissions, or contractual rights. This restriction is limited to relationships introduced or materially developed through Eagle Eye and is intended to protect Eagle Eye’s confidential business information, customer goodwill, and substantial business relationships.
3. Independent Business Relationship
The Partner remains an independent business and is solely responsible for its employees, contractors, licenses, permits, insurance, taxes, equipment, conduct, and services. Nothing in this Agreement creates an employment relationship, agency, franchise, legal partnership, or joint venture. The Partner may not bind Eagle Eye or incur obligations in Eagle Eye’s name.
4. Responsibility and Indemnification
Each party remains responsible for its own acts and omissions. The Partner shall defend, indemnify, and hold Eagle Eye, its owners, employees, and affiliates harmless from third-party claims, damages, fines, costs, and reasonable attorneys’ fees arising from the Partner’s negligence, misconduct, legal violations, breach of this Agreement, or services performed by or through the Partner, except to the extent caused by Eagle Eye’s own negligence or willful misconduct.
5. Reciprocal Partner Commissions and Payments
Unless Eagle Eye and the Partner approve a different written compensation schedule, the party that receives and completes business from a qualifying referral will pay the referring party a commission equal to 10% of the net revenue collected and retained from that referral.
Partner referral to Eagle Eye: When the Partner refers a customer to Eagle Eye for transportation, protection, or another Eagle Eye service, Eagle Eye will pay the Partner 10% of the net revenue Eagle Eye collects and keeps from the completed service.
Eagle Eye referral to Partner: When Eagle Eye refers a customer to the Partner for a table, reservation, product, venue, security service, or another Partner service, the Partner will pay Eagle Eye 10% of the net revenue the Partner collects and keeps from the completed service.
A referral qualifies only when it is properly submitted and accepted before booking, the service is completed, and payment is successfully collected. Net revenue excludes taxes, gratuities, refunds, chargebacks, discounts, payment-processing fees, tolls, parking, and other third-party expenses.
Both parties will report earned commissions monthly by the 10th and pay amounts due by the 15th. Either party may adjust amounts for refunds, cancellations, fraud, nonpayment, or excluded revenue with written notice. Payment disputes must be submitted in writing within 30 days. The parties may use a different commission, fixed fee, revenue share, service-provider rate, bonus, or reciprocal arrangement when approved in writing or electronically through the Partner Portal.
6. Suspension, Termination, and Remedies
Eagle Eye may suspend or terminate Partner Portal access for suspected fraud, customer-safety concerns, misuse of confidential information, nonpayment, or a material breach. For a material breach, Eagle Eye may seek actual damages, injunctive relief, reasonable attorneys’ fees where legally recoverable, and any other lawful remedy.
7. Florida Law and Severability
This Agreement is governed by Florida law. Any restriction found excessive shall be modified and enforced only to the maximum reasonable extent permitted by law. If any other provision is held unenforceable, the remaining provisions remain in effect.
8. Electronic Signature
The Partner agrees to conduct this transaction electronically. The Partner’s checked acceptance box, verified email account, typed contact name, portal user identifier, timestamp, internet-protocol information when available, and device or browser information may be stored as evidence of acceptance and treated as the Partner’s electronic signature.
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