LeadFilter™ — Universal Partner Agreement (UPA)

Last Updated: November 18, 2025

Website: leadfilter.ca

Legal Entity: VIGO ONLINE GROUP (Sole Proprietorship, BIN: 1000520463)

Merchant of Record: VIGO ONLINE GROUP

Address: 2 Robert Speck Pkwy Suite 750, Mississauga, ON L4Z 1H8

1. Introduction and Acceptance

This Universal Partner Agreement (“Agreement”) constitutes a binding legal contract between VIGO ONLINE GROUP (“Company,” “we,” “Merchant of Record”) and the individual or entity registered as a Partner (“you,” “Creator”).

This Agreement governs the commercial relationship where VIGO acts as the reseller of digital content created by the Partner. By registering a Partner account or publishing a Quiz on leadfilter.ca, you agree to be bound by this Agreement, along with our Terms of Service, Privacy Policy, and Acceptable Use Policy.

2. Roles of the Parties (The MoR Model)

2.1. VIGO as Merchant of Record (MoR).

Unlike peer-to-peer platforms, VIGO ONLINE GROUP acts as the sole Merchant of Record for all transactions. This means:

• VIGO sells the “Access to Quiz” or “Digital Report” directly to the End-User (Lead).
• VIGO is responsible for payment processing, tax collection (sales tax/VAT), and issuing receipts.
• VIGO appears on the End-User’s bank statement.

2.2. Partner as Content Provider.

The Partner acts as an independent contractor who creates digital content. The Partner grants VIGO the right to sell access to this content in exchange for a Payout (commission). The Partner retains intellectual property rights but delegates the sales function to VIGO.

3. Stripe as Single Authority & Disclaimer

Stripe acts as an independent third-party payment processor and possesses full, exclusive, and sole authority over payment processing, verification procedures, payouts, withholdings, reserves, and the suspension of Partner accounts.

By using LeadFilter™ and connecting a Stripe Connect account, the Partner explicitly acknowledges and agrees to the following:

3.1. Stripe’s Authority.

Stripe reserves the right, at its sole discretion, to:

• Delay or withhold payouts;
• Establish temporary or permanent reserves (Rolling Reserves);
• Block specific transactions or freeze funds;
• Restrict or completely terminate the Partner’s connected account;
• Demand KYC (Know Your Customer) or KYB (Know Your Business) documentation at any time;
• Conduct risk assessments without prior notice;
• Alter payout schedules.
  All such decisions are internal risk decisions made by Stripe and are not subject to appeal through LeadFilter™.

3.2. No Influence by LeadFilter™.

The Partner acknowledges that VIGO ONLINE GROUP (LeadFilter™):

• Does not control Stripe’s decisions;
• Cannot reverse, accelerate, or modify payouts set by Stripe;
• Cannot override or influence restrictions or bans imposed by Stripe;
• Does not intervene in Stripe’s verification processes;
• Does not control reserves or holds placed on the Partner’s account.
  Stripe’s decisions are final and binding.

3.3. Limitation of Liability.

VIGO ONLINE GROUP shall NOT be liable for:

• Payout delays or missed transfers;
• Frozen funds or assets;
• Reserve withholdings applied by Stripe;
• Denial of service by Stripe;
• The blocking or termination of the Partner’s Stripe account;
• Failures or outages of the third-party payment processor;
• Any financial losses or lost profits arising from Stripe’s actions.

3.4. Dispute Resolution.

The Partner agrees to direct all questions, complaints, and claims regarding payouts, verifications, blocks, or holds directly to Stripe Support. LeadFilter™ is not a party to such disputes and will not participate in their resolution.

3.5. Acceptance of Third-Party Terms.

By connecting Stripe Connect, the Partner confirms that they have read, understood, and unconditionally agreed to this disclaimer, as well as to Stripe’s legal agreements, including the Stripe Services Agreement and Stripe Connected Account Agreement.

4. Financial Terms and Payouts

4.1. Revenue Share Model.

The Partner is not the seller of record but is entitled to a Payout based on the performance of their content.

• Gross Sales: The total amount collected by VIGO from End-Users for access to the Partner’s content.
• Deductions: Before calculating the Payout, VIGO deducts:

1. Payment Processing Fees (Stripe costs).
2. VIGO Platform Fees (Service commission).
3. Transaction Taxes (VAT, GST, HST) where applicable.
4. Refunds and Chargebacks.

4.2. Payout Mechanics.

Payouts are processed via Stripe Connect. Funds are transferred to the Partner’s connected account only after they have cleared VIGO’s bank account and passed fraud checks.

4.3. Chargebacks and Disputes.

Since VIGO bears the risk of chargebacks as the MoR, the Partner agrees that:

• Any chargeback amount + dispute fees levied by Stripe will be deducted from the Partner’s Payout balance.
• If the balance is insufficient, VIGO reserves the right to invoice the Partner or recover funds from future earnings.

4.4. Taxes on Payouts.

The Partner is solely responsible for reporting and paying income tax on the Payouts received from VIGO. VIGO will not withhold income tax unless required by law.

5. Partner Warranties and Obligations

5.1. Content Legality.

The Partner warrants that all Quizzes, texts, and images uploaded to the Platform:

• Are original or properly licensed.
• Do not violate the Acceptable Use Policy (AUP).
• Do not contain unlicensed professional advice (medical, legal, financial).

5.2. No Misleading Claims.

The Partner agrees NOT to make false guarantees (e.g., “Guaranteed Visa,” “Cure Cancer,” “Make $1M”). Such claims cause chargebacks and are strictly prohibited.

5.3. Support.

While VIGO handles technical support for the Platform, the Partner is responsible for answering End-User questions regarding the substance or results of the Quiz.

6. License Grant

6.1. The Partner retains copyright ownership of their Content.

6.2. The Partner grants VIGO a worldwide, non-exclusive, royalty-free license to:

• Host, display, and reproduce the Content.
• Sell and sub-license access to the Content to End-Users.
• Use the Content for marketing the LeadFilter™ platform.

7. Liability and Indemnification

7.1. Limitation of Liability.

VIGO provides the Platform “AS IS.” We are not liable for lost profits, lost data, or the failure of Stripe to process payments. Our total liability is limited to the amount of unpaid Payouts due to the Partner.

7.2. Indemnification (Crucial).

The Partner agrees to INDEMNIFY, DEFEND, AND HOLD HARMLESS VIGO ONLINE GROUP from any claims, fines, damages, or lawsuits arising from:

• The Partner’s Content (e.g., copyright infringement, defamation).
• The Partner’s violation of this Agreement or the AUP.
• Any advice given by the Partner to an End-User.

8. Termination and Account Suspension

8.1. Right to Suspend.

VIGO may immediately suspend the Partner’s account and withhold Payouts if:

• We detect suspicious activity (fraud, card testing).
• The Partner violates the AUP (e.g., selling prohibited goods).
• We receive excessive chargebacks (>1% rate) associated with the Partner’s content.

8.2. Effect of Termination.

Upon termination for breach, any remaining funds in the Partner’s balance may be forfeited to cover potential future chargebacks or legal costs incurred by VIGO.

9. Governing Law

This Agreement is governed by the laws of the Province of Ontario, Canada. Any disputes shall be resolved exclusively in the courts of Mississauga or Toronto, Ontario.

10. Contact Information

VIGO ONLINE GROUP

Email: support@leadfilter.ca

Phone: +1 437 886 3152

Address: 2 Robert Speck Pkwy Suite 750, Mississauga, ON L4Z 1H8