1. Eligibility and relationship
The program is limited to Referral Partners located and operating in the United States who promote LucidChat to United States business customers. LucidChat may approve a corporation, limited liability company, partnership, or sole proprietor acting as an independent business. A person performing directed sales work for LucidChat must use LucidChat's separate sales representative agreement.
Participation is nonexclusive and subject to LucidChat approval. Referral Partner is an independent contractor and is not an employee, agent, franchisee, joint venturer, fiduciary, or legal representative of LucidChat. Referral Partner cannot bind LucidChat, collect customer payments for LucidChat, change pricing or terms, approve refunds, or promise features or results.
LucidChat remains the direct seller, merchant of record, subscription provider, billing party, and customer support owner.
2. Account and accurate information
Referral Partner must provide accurate identity, contact, tax, payout, and account information, keep it current, protect account credentials, and promptly report suspected unauthorized access. Referral Partner may not transfer, sell, share, or create a duplicate account without LucidChat's written approval.
LucidChat may approve or reject an application, promotion method, campaign, or disputed attribution reasonably and in good faith. Approval does not guarantee referrals, customers, commissions, complimentary service, or earnings.
3. Qualified referrals and attribution
A Qualified Customer is a new LucidChat customer who reaches LucidChat through Referral Partner's valid referral link or code, is not excluded under this Agreement, and makes a payment that LucidChat accepts and retains.
The latest valid Referral Partner referral recorded during the 30 calendar days before the customer's first qualifying payment controls. A valid referral code recorded at checkout controls over an earlier anonymous cookie.
A customer or opportunity already active or recorded in LucidChat's sales or referral partner pipeline during the preceding 90 calendar days is not a Qualified Customer. Self-referrals, fraudulent transactions, duplicate claims, and technically untracked referrals without approved written evidence are also excluded.
If more than one Referral Partner claims the same customer, the latest valid referral under this section controls. Direct and house accounts remain with LucidChat when no valid Referral Partner referral exists. LucidChat may reassign an attribution after payment only to correct a documented technical or clerical error and must retain an audit record of that correction.
Referral Partner must dispute an attribution or statement within 30 calendar days after the applicable statement, except for a manifest error or a right that applicable law does not allow the parties to limit.
4. Commission
Referral Partner earns a flat 15% of Collected Commissionable Revenue from recurring eligible subscription charges for each attributable Qualified Customer's active paid lifetime, plus 15% of any collected Setup and Training fee.
Collected Commissionable Revenue means cash that LucidChat actually receives, settles, and retains for recurring Chat AI, Voice AI, or Complete AI subscription charges and collected Setup and Training fees. A later product is commissionable only when current written Program Terms identify it as eligible.
Commission is calculated after discounts. Collected Commissionable Revenue excludes taxes, refunds, chargebacks, reversals, credits, bad debt, complimentary service, usage top-ups, Voice Minute packs, carrier or telecommunications charges, pass-through charges, and waived or zero-dollar fees.
Recurring commission continues for each paid billing period for as long as the same Qualified Customer keeps an eligible LucidChat subscription active and paid. No commission accrues during an unpaid period. A matched cancellation and reactivation, plan change, billing frequency change, billing system migration, or substantially similar successor plan does not by itself end commission eligibility.
The flat 15% Referral Partner rate does not include the sales representative plan's 20% or 25% performance accelerators.
5. Statements payouts and reversals
A commission becomes payable after the related customer payment has remained settled and unreversed for 30 calendar days. LucidChat will provide a monthly statement and pay undisputed payable commission by the 15th calendar day after the month in which it becomes payable.
An unpaid balance below 50 dollars may roll forward. LucidChat will pay any undisputed low balance in the next quarterly sweep and will make a final undisputed payment without a minimum threshold after termination.
LucidChat will pay through an electronic payout method it makes available and Referral Partner selects through the approved secure payout process. LucidChat will disclose any Referral Partner-paid transfer fee before the first payout. Referral Partner is responsible for accurate payout details and any fee disclosed before selection.
If related revenue is refunded, charged back, reversed, credited, duplicated, or found not to qualify, the related commission is reversed. LucidChat may carry an ordinary negative balance forward and offset it only against future commission. LucidChat may seek out-of-pocket recovery only for fraud or knowing misrepresentation. LucidChat will not withhold an unrelated, undisputed, payable commission because of a separate reversal.
6. Tax documentation
Before the first payout, Referral Partner must complete a current Form W-9 through LucidChat's BoldSign request and provide any other tax documentation reasonably required by law. The legal name on the Form W-9 must match the payee identity used for payout unless LucidChat approves and documents a lawful difference.
LucidChat will restrict access to tax documents and taxpayer identification information to authorized personnel and approved service providers that need the information for tax or payout administration. LucidChat will retain required records and issue Form 1099-NEC or apply backup withholding when required by applicable law. Referral Partner is responsible for its own taxes, filings, licenses, and business expenses.
Missing or invalid tax or payout information may delay payment but does not by itself forfeit an otherwise earned commission.
7. Approved promotion methods
Referral Partner may use truthful organic content, referrals within its existing business relationships, and manual one-to-one business email sent under its own accurate identity. Paid search or social advertising, coupon or deal sites, bulk or automated email or direct messages, text messages, prerecorded calls, automated calls, and AI-generated calls require LucidChat's separate written approval for the specific channel and campaign. Purchased, rented, shared, and scraped contact lists are prohibited.
Every commercial email must use accurate sender and subject information, identify the message as advertising when required, include a valid postal address and an easy opt out method, and honor opt out requests within the time required by law. Referral Partner must also follow the rules of every website, advertising network, social network, email provider, and other channel it uses.
Referral Partner may use only current LucidChat-approved claims, prices, offers, trademarks, referral routes, and materials. Referral Partner must not make a false, misleading, unsubstantiated, or unauthorized claim; promise guaranteed performance or earnings; impersonate LucidChat; publish an unauthorized promotion; manipulate attribution; use a fake review or fake engagement; ignore an opt-out; or violate applicable advertising, endorsement, privacy, anti-spam, telemarketing, recording, consumer-protection, intellectual-property, or platform rules.
8. Required disclosures and truthful endorsements
Whenever Referral Partner endorses, recommends, reviews, or links to LucidChat, it must clearly and conspicuously disclose any commission, complimentary service, discount, or other material benefit that viewers may not expect. The disclosure must be difficult to miss, easy to understand, close to the endorsement and referral route, and presented in the same language and medium as the endorsement.
A suitable commission disclosure is:
I may earn a commission if you purchase LucidChat through my link.
Referral Partner must also disclose complimentary service when relevant. Video or live content that makes visual and audible claims must disclose the relationship visually and audibly. A platform disclosure tool may supplement, but does not replace, a clear disclosure in the content.
An endorsement must reflect Referral Partner's honest experience and may not communicate a claim that LucidChat could not lawfully make. Referral Partner may not describe itself as a LucidChat customer or user unless that is true.
LucidChat may provide compliance guidance, request current promotion examples, monitor public promotions, and require correction or removal. Referral Partner must correct a deficient disclosure or unauthorized claim within two business days after written notice, or sooner when reasonably necessary to prevent likely harm.
9. Brand and content license
LucidChat grants Referral Partner a limited, nonexclusive, nontransferable, revocable license during this Agreement to use current approved LucidChat names, logos, referral links, and campaign materials only to promote LucidChat under this Agreement.
Referral Partner may not alter approved materials in a misleading way, register a confusingly similar name or account, sublicense the materials, or use them after termination. LucidChat retains all rights in its brand, software, materials, customer relationships, and program data. Referral Partner retains rights in its preexisting materials.
Complimentary Referral Partner service, included Voice Minutes, inactivity rules, and any partner-specific customer discount or fee promotion are governed only by specific written campaign terms that LucidChat separately approves. This Agreement does not create a Setup and Training fee waiver. LucidChat may change those campaign benefits prospectively. A change does not rewrite this Agreement or alter a valid customer discount already applied to an accepted order.
10. Confidentiality privacy and data
Each party must protect the other party's nonpublic business, financial, technical, credential, customer, and program information and use it only for this Agreement. These confidentiality duties continue for three years after termination. Duties protecting a trade secret continue while the information remains a trade secret.
Referral Partner must not send LucidChat a lead list or prospect personal information unless a separate written data and security addendum authorizes the exact exchange before it begins. Referral Partner must use reasonable security safeguards, limit access to people who need it, promptly report suspected unauthorized access, and return or securely delete LucidChat information when required, subject to lawful retention duties.
LucidChat may show Referral Partner the minimum information reasonably needed to understand its referrals, attribution, commission calculations, reversals, and payout status. This may include an internal referral or transaction identifier, transaction date, product category, commissionable revenue, commission amount, and status. LucidChat will not disclose customer contact details through the Referral Partner dashboard unless a separate written purpose and privacy review authorizes them.
11. Suspension and termination
Either party may end this Agreement on seven calendar days' written notice.
LucidChat may suspend access, a referral route, attribution, or a related unpaid commission while reasonably investigating suspected fraud, unlawful promotion, security or privacy risk, customer harm, or material breach. A commission hold must be limited to the affected amount and customers. LucidChat will seek to complete an investigation within 60 calendar days when reasonably practicable.
LucidChat may terminate immediately for fraud, attribution manipulation, intentional deception, unlawful outreach, credential or data misuse, material security or privacy risk, or material customer harm. For another curable material breach, LucidChat will provide written notice and 10 calendar days to cure before terminating for cause.
Ordinary termination stops new attribution but does not end recurring commission for a Qualified Customer whose first qualifying payment occurred before termination. Those commissions continue for each later paid billing period while the customer's eligible subscription remains active and paid.
LucidChat may end future unearned commission after termination for cause only when documented facts establish fraud, attribution manipulation, intentionally deceptive promotion, unlawful outreach, or material data misuse connected to the affected revenue. Commissions already payable and commissions on unrelated Qualified Customers remain due, subject to lawful reversals and offsets.
12. No guarantees
LucidChat does not guarantee approval, referrals, customer acceptance, conversions, sales, commission amounts, complimentary service, or earnings. LucidChat products use AI, and outputs may be inaccurate or require human oversight. Referral Partner must not state otherwise.
Referral Partner bears its ordinary operating and promotional costs unless LucidChat approves a specific expense in writing before it is incurred.
13. Responsibility and liability
Each party is responsible for its own acts and omissions. To the extent permitted by law, Referral Partner will defend and indemnify LucidChat against a third-party claim arising directly from Referral Partner's unlawful outreach, deceptive or unauthorized claim, infringement using unapproved material, fraud, gross negligence, willful misconduct, data misuse, or material breach of Sections 7 through 10. LucidChat will promptly notify Referral Partner and allow reasonable participation in the defense.
Neither party is liable to the other for indirect, special, incidental, exemplary, or consequential damages under this Agreement, except for fraud, willful misconduct, breach of confidentiality or data security, infringement or misappropriation, indemnification duties, or LucidChat's obligation to pay commission. This Agreement does not impose a separate cap on direct damages.
14. Changes and document priority
If documents conflict, they control in this order: this Agreement; a later written amendment signed by both parties; specific written campaign terms for their defined campaign; and general Program Terms or dashboard rules.
A customer's accepted order governs that customer's product, price, discount, quantity, and billing details without creating or changing Referral Partner commission rights.
LucidChat may change future operational Program Terms after 30 calendar days' written notice. A change will not reduce commission already payable or change the agreed commission rate for an existing Qualified Customer unless Referral Partner expressly accepts that change in writing.
15. Governing law and disputes
The parties will first try in good faith for 30 calendar days to resolve a dispute through written notice and a business discussion. This Agreement is governed by New Mexico law, without regard to conflict of law rules. Exclusive venue lies in a state or federal court serving Santa Fe County, New Mexico, unless applicable law requires otherwise. Arbitration is not required. Nothing in this Agreement waives a right that applicable law does not allow a party to waive.
16. Notices and general terms
Notices must be in writing. A notice to LucidChat must be sent to support@lucidchat.ai with the subject Referral Partner Legal Notice. A notice to Referral Partner must be sent to the notice email in the BoldSign signature record. Email notice is effective when received or on the next business day after sending without a delivery failure notice.
This Agreement is the entire agreement about Referral Partner's participation, subject to the document priority in Section 14. An amendment or waiver must be in writing signed by both parties, except for a permitted prospective update to operational Program Terms under Section 14.
If a provision is unenforceable, it will be narrowed only as needed and the remaining provisions will continue. A waiver once is not a continuing waiver. Referral Partner may not assign this Agreement without LucidChat's written consent. LucidChat may assign it to an affiliate or successor that assumes LucidChat's payment obligations. Electronic signatures and counterparts are permitted.
17. Individual agreement acceptance and records
For an approved applicant, the separate individual Referral Partner Agreement must be signed by both parties through LucidChat's BoldSign account. Its Effective Date is the later signature date. Viewing this page, registering a portal account, or accepting the portal's general terms does not sign that individual agreement. The completed record must retain the exact agreement version, document identifier, Referral Partner's legal name and business identity, authorized signer and title when applicable, notice email, address, tax classification, signature timestamps, and BoldSign audit trail. Each party must receive or retain an accessible completed copy.
The Form W-9 is a separate tax document. It must not be attached to a public page, sent through ordinary chat, or stored in source control.