Vicinity Works Partner Agreement

Effective Date: August 19, 2026

This Partner Agreement (“Agreement”) is entered into between Jay Rabb, doing business as Vicinity Works (“Company,” “we,” “us,” or “our”), and the individual or business accepting this Agreement (“Partner,” “you,” or “your”).

By electronically accepting this Agreement, you agree to the following terms.

1. Purpose of the Relationship

The Company provides local search marketing, SEO, website, content, local visibility, reporting, and related services to home service businesses.

Partner will independently identify prospective clients, generate opportunities, conduct sales conversations, close clients, and manage the ongoing client relationship.

The Company will provide the service offer, onboarding infrastructure, strategy, fulfillment, reporting, billing infrastructure, and ongoing service delivery for clients accepted by the Company.

The basic division of responsibility is:

Partner handles the customer relationship. Company handles service delivery.

2. Independent Relationship

Partner participates as an independent contractor and not as an employee of the Company.

Nothing in this Agreement creates an employment relationship, partnership, joint venture, franchise, fiduciary relationship, or ownership interest in the Company.

Partner:

• is not entitled to salary, hourly wages, employee benefits, paid time off, unemployment benefits, or other employee benefits from the Company;
• determines when, where, and how to conduct prospecting and sales activities, subject to this Agreement and applicable law;
• is responsible for Partner’s own equipment, internet access, business expenses, assistants, and prospecting expenses;
• may engage in other lawful businesses or activities, including other sales activities, provided they do not violate this Agreement; and
• is responsible for Partner’s own taxes and tax obligations.

The parties intend an independent contractor relationship, but the legal classification of the relationship will be determined by applicable law.

3. No Fee to Participate

There is currently no fee to apply for or participate in the Partner Program.

Partner is not purchasing a franchise, course, mastermind, coaching program, territory, or employment position from the Company.

Partner is responsible for any expenses Partner independently chooses to incur in generating business, including advertising, software, assistants, contractors, telephone service, prospecting tools, or similar expenses.

4. Partner Responsibilities

Partner is responsible for the front end of the client relationship.

Partner’s responsibilities include:

• identifying and prospecting potential clients;
• generating Partner’s own sales opportunities;
• conducting sales and discovery conversations;
• accurately presenting the Company’s service;
• closing qualified clients;
• directing approved clients through the Company’s payment and onboarding process;
• maintaining the ongoing client relationship;
• responding to routine client communications;
• communicating reports and updates to clients;
• conducting reasonable recurring client check-ins in accordance with current Partner Guidelines; and
• promptly escalating fulfillment, billing, technical, or serious client concerns to the Company when appropriate.

The Company does not provide Partner with guaranteed leads, appointments, prospects, clients, or sales.

5. Freedom to Generate Business

Partner may choose Partner’s own lawful methods for generating business.

These may include cold calling, email, networking, referrals, social media, content creation, advertising, or other lawful prospecting methods.

The Company does not require Partner to use a particular prospecting method, sales script, schedule, or sales process.

However, all prospecting and sales activity must comply with:

• applicable federal, state, and local laws;
• advertising and telemarketing laws;
• email and text-message requirements;
• platform policies;
• Company brand standards; and
• the accuracy requirements contained in this Agreement.

Partner is solely responsible for ensuring that Partner’s chosen outreach methods are lawful.

6. Approved Representations

Partner may explain and promote the Company’s services using Partner’s own communication style.

Partner must accurately represent:

• the services offered;
• current pricing;
• included deliverables;
• billing terms;
• cancellation terms;
• expected client responsibilities;
• the Company’s capabilities; and
• any performance data or proof Partner uses.

Partner may not make false, misleading, deceptive, unauthorized, or unsupported claims.

Without written Company authorization, Partner may not:

• guarantee Google rankings;
• guarantee placement in the Google Local Pack;
• guarantee AI recommendations;
• guarantee a specific number of leads;
• guarantee customer revenue;
• guarantee a specific return on investment;
• guarantee a specific timeline for results;
• invent testimonials, statistics, case studies, or results;
• offer services that the Company has not approved;
• alter the price of the service;
• offer unauthorized discounts;
• promise refunds or credits;
• make commitments regarding fulfillment that are not part of the approved offer; or
• represent that Partner has authority to modify Company contracts or policies.

The Company may provide Partner with current Offer Facts & Approved Claims Guidelines, which Partner agrees to follow.

7. Company Responsibilities

For accepted and paying clients, the Company is responsible for the backend delivery of the service, which may include:

• client onboarding systems;
• strategy;
• local SEO;
• Google Business Profile optimization;
• website and technical work;
• content;
• local visibility work;
• citations;
• authority-building activities;
• tracking;
• reporting;
• software and technology;
• fulfillment personnel and contractors; and
• ongoing service delivery.

The exact strategies, tools, vendors, personnel, workflows, and methods used to perform the service may change at the Company’s discretion.

Partner is not required to personally perform SEO or other fulfillment work.

8. Client Communication

Partner is the primary relationship manager for clients Partner brings into the Company.

The Company’s fulfillment personnel will generally remain behind the scenes and will not independently conduct routine client calls, sales calls, or client account-management communications.

The Company may communicate directly with a client when:

• communication is required for billing or payment administration;
• legal or regulatory reasons require communication;
• fraud, security, or abuse is suspected;
• urgent service continuity requires it;
• Partner is unavailable or no longer performing account-management obligations; or
• the Company reasonably determines direct communication is necessary to protect the client or Company.

These exceptions do not change Partner’s normal role as the client’s primary Account Manager.

9. Client Contracts and Billing

All clients receiving Company services will contract with and be billed by the Company unless otherwise approved in writing.

Partner does not have authority to:

• enter contracts on behalf of the Company;
• modify Company client agreements;
• collect Company service payments outside approved payment systems;
• change billing terms;
• issue refunds;
• waive amounts owed; or
• bind the Company to obligations not expressly approved.

Client payments must be processed through payment methods approved by the Company.

10. Commission

Subject to this Agreement, Partner will receive 40% of Eligible Collected Revenue attributable to qualifying clients Partner brings into the Company and continues actively managing.

For purposes of this Agreement, “Eligible Collected Revenue” means recurring service fees actually received by the Company from an eligible Partner client, excluding:

• sales or similar taxes;
• refunded amounts;
• credits;
• disputed amounts;
• chargebacks;
• failed or reversed payments; and
• revenue from products or services that the Company has designated as non-commissionable.

Unless otherwise stated in writing, ordinary payment-processing fees will not reduce the Partner’s stated 40% commission percentage.

Partner commissions are earned each time a qualifying client payment is successfully collected. For the initial sale, the Partner earns their 40% commission on the client’s first successfully collected payment. For monthly renewals, the Partner earns their 40% commission each time the client’s recurring monthly payment is successfully collected.

Commission funds are allocated to the Partner’s connected Stripe account after the applicable client payment is successfully processed and are paid out to the Partner’s bank account according to Stripe’s applicable payout schedule. Actual bank deposit timing may vary based on Stripe’s processing times, payout schedule, and the Partner’s financial institution.

At the current standard client price of $1,497 per month, a 40% commission equals $598.80 per successfully collected monthly payment.

The Company retains the remaining 60%.

11. When Commission Is Earned

A commission is earned only when:

1. the client has been attributed to Partner;
2. the client has successfully paid the Company;
3. the payment is eligible for commission;
4. Partner remains an active Partner in good standing; and
5. Partner continues performing the required client relationship-management responsibilities.

No commission is owed merely because Partner contacted, presented to, or obtained verbal interest from a prospect.

No commission is guaranteed for any minimum period.

12. Client Attribution

The Company will maintain the final records used to determine client attribution.

Ordinarily, a client will be attributed to the Partner associated with the client’s approved checkout/payment process and Company records at the time of the first successful payment.

If multiple Partners claim the same prospect or client, the Company may review documented communications, CRM information, payment attribution, timestamps, introductions, and other available evidence to determine attribution reasonably and in good faith.

No Partner receives an exclusive geographic territory unless expressly granted in writing.

13. Stripe Connect and Payments

Partner must successfully complete any required Stripe Connect or other payment onboarding before receiving payouts.

Partner is responsible for providing accurate identity, tax, banking, and other information required by the payment provider.

Commission payments may be processed through Stripe Connect or another payment system selected by the Company.

Payment timing may be affected by Stripe or other payment-provider processing requirements, holds, verification requirements, banking delays, or regulatory requirements.

14. Refunds, Disputes, and Chargebacks

Partner does not earn commission on money ultimately returned to a client.

If a payment associated with Partner’s commission is later:

• refunded;
• partially refunded;
• disputed;
• charged back;
• reversed; or
• otherwise returned,

the corresponding Partner commission may also be reversed.

If the commission has already been paid to Partner, the Company may:

• reverse the amount through the payment platform where permitted;
• deduct the amount from Partner’s current or future commissions; or
• request repayment if no sufficient future commission is available.

Partner will generally be responsible only for reversal of the Partner’s corresponding commission portion, unless additional loss resulted from Partner’s fraud, unauthorized representations, intentional misconduct, or material breach of this Agreement.

15. Pricing and Offer Changes

The current standard client service price is $1,497 per month, and the Partner commission is 40% of Eligible Collected Revenue.

The Company may change service pricing, packaging, deliverables, or future-client commission terms as the business evolves.

Any change to Partner’s commission percentage for existing active clients must be communicated to Partner in writing.

Changes to pricing or commission terms applicable only to future clients may take effect after reasonable written notice.

16. Client Ownership and Non-Circumvention

Clients who enter into a service agreement with and are billed by the Company are clients of the Company.

Partner manages the relationship but does not acquire ownership of the Company’s client contract, account, fulfillment relationship, payment relationship, intellectual property, or service infrastructure.

Partner may not circumvent the Company by:

• moving a Company client to Partner’s own competing service;
• directing a Company client to another provider for substantially similar services for the purpose of avoiding the Company;
• collecting payment directly for services that should be provided through the Company;
• encouraging a Company client to cancel in order to continue substantially similar services outside the Company; or
• using confidential Company information to take over the Company’s client relationship.

During this Agreement and for 12 months after termination, to the maximum extent permitted by applicable law, Partner will not knowingly solicit an active Company client that Partner serviced for the purpose of moving that client to a competing SEO, local marketing, or substantially similar service outside the Company.

This provision is intended to protect existing Company client relationships and is not intended to prohibit Partner generally from working in sales, marketing, SEO, or another industry after leaving the Partner Program.

17. Partner’s Own Contacts and Business Activities

Nothing in this Agreement prevents Partner from maintaining independent relationships or engaging in other businesses, provided Partner does not:

• misuse Company confidential information;
• misappropriate Company clients;
• falsely represent an affiliation with the Company after termination;
• use Company intellectual property without authorization; or
• otherwise violate this Agreement.

If Partner has a pre-existing business relationship that may create a client-ownership conflict, Partner should disclose it to the Company before enrolling that client.

18. Assistants and Contractors

Partner may, at Partner’s own expense, engage virtual assistants, appointment setters, contractors, or other personnel to assist with Partner’s business activities.

Partner remains responsible for their actions.

Partner must ensure that anyone acting on Partner’s behalf:

• complies with this Agreement;
• complies with applicable outreach and privacy laws;
• protects confidential information; and
• does not falsely represent their relationship with the Company.

Partner may not transfer, sell, share, or assign Partner’s Partner account, Stripe account, Company credentials, or client access to another person without Company approval.

19. Brand and Intellectual Property

The Company retains all rights to its:

• business names;
• logos;
• trademarks;
• websites;
• landing pages;
• service methodologies;
• frameworks;
• reports;
• documents;
• onboarding systems;
• forms;
• graphics;
• copy;
• templates;
• training materials;
• software configurations; and
• other intellectual property.

While this Agreement remains active, Partner receives a limited, revocable, non-exclusive, non-transferable license to use Company-approved materials solely for promoting and managing Company services.

Partner may not sell, license, copy for unrelated commercial use, distribute, or create competing products from Company proprietary materials.

All permission to use Company intellectual property ends when this Agreement terminates unless otherwise agreed in writing.

20. Personalized Landing Pages

The Company may provide Partner with a personalized client-facing landing page containing Partner’s name, photograph, biography, scheduling link, and approved contact information.

The landing page and underlying website remain Company property.

Partner grants the Company permission to display any photograph, biography, name, and other materials Partner voluntarily provides for this purpose while Partner remains active.

The Company may modify, suspend, or remove the page at any time, including upon termination of this Agreement.

21. Confidentiality

Partner may receive confidential information relating to:

• clients;
• pricing;
• fulfillment methods;
• internal processes;
• reports;
• strategies;
• contractors;
• software;
• financial information;
• partner operations;
• prospective clients;
• business plans; and
• other non-public Company information.

Partner agrees to:

• use confidential information only for purposes of the Partner relationship;
• protect it using reasonable safeguards;
• not disclose it to unauthorized parties; and
• promptly return, delete, or stop using it when the relationship ends where reasonably requested.

These confidentiality obligations survive termination of this Agreement.

22. Client and Personal Data

Partner must protect personal, account, business, login, and other sensitive information received from clients or the Company.

Partner may use client information only as reasonably necessary to perform Partner’s responsibilities.

Partner may not:

• sell client data;
• use client data for unrelated purposes;
• disclose account credentials to unauthorized people;
• download or retain unnecessary client information; or
• access a client account after authorization has ended.

Any suspected unauthorized access, loss, or disclosure of client information must be reported to the Company promptly.

23. No Earnings Guarantee

The Company does not guarantee that Partner will:

• obtain any prospects;
• close any clients;
• maintain any particular number of clients;
• earn any particular amount;
• replace Partner’s employment income; or
• achieve any particular financial result.

Any earnings tables, monthly-income examples, annualized examples, or client-count examples are mathematical illustrations only unless expressly identified otherwise.

Partner’s results depend on Partner’s own activity, sales ability, client acquisition, account management, retention, and other factors outside the Company’s control.

24. Taxes

Partner is responsible for Partner’s federal, state, local, and other tax obligations arising from commissions received under this Agreement.

Partner agrees to provide any tax documentation reasonably required by the Company or its payment providers, including a Form W-9 where applicable.

The Company may issue tax reporting forms when required by applicable law.

25. No Recruiting Compensation

Partner is not entitled to commissions, overrides, downline compensation, or other compensation merely for recruiting additional Partners unless the Company separately agrees to such compensation in writing.

Partner compensation under this Agreement is based on eligible client revenue, not Partner recruitment.

26. Partner Activity Requirement

The Partner Program has limited availability and is intended for Partners who are actively building and managing a client base.

If Partner does not bring in at least one paying client within the first three (3) months after activation, the Company may terminate the Partner relationship and reallocate the available Partner position.

If Partner already has active clients but does not bring in a new paying client for three (3) consecutive months, Partner may continue managing those existing clients and receiving the applicable recurring commissions while those clients remain active and paying.

However, the Company may place Partner in maintenance-only status, meaning Partner may continue managing existing clients but may not onboard additional clients if Partner capacity has been allocated to other active Partners.

The Company may restore Partner’s ability to onboard new clients at its discretion if capacity becomes available.

Partner’s failure to bring in new clients does not by itself eliminate commissions on existing eligible clients, provided Partner continues actively managing those clients and otherwise remains in good standing under this Agreement.

27. Term

This Agreement begins when accepted by both parties and continues until terminated.

There is no required multi-year or fixed-term commitment.

Either party may terminate this Agreement by providing written or electronic notice to the other party.

28. Immediate Suspension or Termination

The Company may immediately suspend or terminate Partner for conduct including:

• fraud;
• theft;
• intentional deception;
• material misrepresentation;
• unauthorized guarantees;
• unlawful outreach;
• misuse of client information;
• misuse of Company intellectual property;
• harassment or abusive conduct;
• diversion or attempted diversion of Company clients;
• unauthorized collection of client payments;
• serious harm to the Company’s reputation;
• security violations;
• repeated failure to manage active clients; or
• other material breach of this Agreement.

For ordinary performance or account-management issues that are reasonably capable of being corrected, the Company may provide Partner an opportunity to correct the issue before termination.

29. Effect of Termination

Upon termination:

• Partner must stop representing an active affiliation with the Company;
• Partner must stop using Company trademarks and proprietary materials;
• Company access and credentials may be revoked;
• Partner’s personalized landing page may be removed;
• Partner may no longer accept new Company clients;
• active client relationships may be reassigned by the Company; and
• Partner’s right to future recurring commissions ends when Partner ceases actively managing the applicable clients, unless the Company agrees otherwise in writing.

Partner remains entitled to commissions properly earned before the effective termination date, subject to refunds, disputes, reversals, chargebacks, and other adjustments under this Agreement.

Sections intended by their nature to survive termination—including confidentiality, intellectual property, client protection, payment adjustments, liability provisions, and dispute provisions—will survive.

30. No Authority to Bind the Company

Partner may not sign contracts, incur obligations, make purchases, employ personnel, borrow money, or otherwise legally bind the Company.

Partner may not describe themselves as an owner, employee, executive, officer, legal representative, or equity partner of the Company.

For client-facing purposes, Partner may use the title Account Manager or another title approved by the Company.

31. Indemnification

To the extent permitted by law, Partner agrees to indemnify and hold harmless the Company and its owners, officers, contractors, and affiliates from third-party claims, losses, liabilities, damages, penalties, or reasonable costs arising from Partner’s:

• unlawful prospecting activities;
• unauthorized representations or guarantees;
• fraud or intentional misconduct;
• violation of applicable law;
• misuse of client information;
• infringement of third-party rights; or
• material breach of this Agreement.

The Company will remain responsible for claims arising solely from the Company’s own fulfillment activities, negligence, or misconduct to the extent required by applicable law.

32. Limitation of Liability

To the maximum extent permitted by law, neither party will be liable to the other for indirect, incidental, special, consequential, exemplary, or punitive damages arising from this Agreement.

Except for obligations involving fraud, intentional misconduct, confidentiality, intellectual property misuse, client circumvention, indemnification, or liabilities that cannot lawfully be limited, the Company’s aggregate liability arising from this Agreement will not exceed the commissions paid or payable to Partner during the six months immediately preceding the event giving rise to the claim.

33. Changes to Program Guidelines

The Company may update operational guidelines, fulfillment processes, approved claims, brand standards, tools, and administrative procedures as reasonably necessary to operate the business.

Material changes affecting Partner’s compensation or core contractual rights will be communicated separately and will not be hidden solely within routine operating-guideline updates.

34. Notices

Notices under this Agreement may be delivered electronically.

Partner agrees that the email address associated with Partner’s account may be used for Agreement notices.

Partner is responsible for keeping that email address current.

Company notices should be sent to:

hello@jayrabb.com

Partner notices should be sent to the email address Partner provides during onboarding.

35. Assignment

Partner may not assign or transfer this Agreement or Partner’s rights to commissions without the Company’s written consent.

The Company may assign this Agreement in connection with a merger, acquisition, sale, restructuring, or transfer of substantially all relevant business assets.

36. Governing Law and Venue

This Agreement will be governed by the laws of the State of Florida, without regard to conflict-of-law rules.

Any legal action arising from this Agreement will be brought in the state or federal courts located in Broward, FL, unless applicable law requires otherwise.

Each party consents to the jurisdiction of those courts.

37. Severability

If any provision of this Agreement is determined to be unlawful or unenforceable, that provision will be enforced to the maximum extent permitted by law and the remaining provisions will remain in effect.

38. Waiver

Failure by either party to enforce a provision of this Agreement does not waive the right to enforce that provision later.

39. Entire Agreement

This Agreement, together with any policies expressly incorporated into it, constitutes the entire agreement between the parties regarding the Partner relationship and supersedes prior discussions or representations concerning that relationship.

Any material amendment must be agreed to in writing or electronically by the parties, except for operational guidelines the Company is expressly permitted to update under this Agreement.

40. Electronic Acceptance

Partner agrees that electronic acceptance of this Agreement constitutes Partner’s signature and demonstrates Partner’s intent to be legally bound.

Partner should retain a copy of the Agreement for Partner’s records.