CLEARLINK SUB-AGENT SALES SERVICES TERMS
Effective Date: August 14, 2026
These Terms become binding when a Sub-agent signs a Statement of Work that references the URL at which these Terms are posted. Clearlink may maintain an archived copy of the version accepted with each Statement of Work.
1. Agreement Structure and Acceptance
1.1 Online Terms. These Clearlink Sub-agent Sales Services Terms (the “Terms”) govern each Statement of Work, order form, program addendum, rate card, or similar document (each, an “SOW”) entered into between Clear Link Technologies, LLC (“Clearlink”) and the entity identified in the SOW (“Sub-agent”). These Terms and each SOW are collectively the “Agreement.”
1.2 Acceptance. Sub-agent accepts these Terms by signing an SOW that references these Terms, accessing any Clearlink or Service Provider ordering system, using a Dealer Code, or performing Services after receiving written notice that the Services are governed by these Terms.
1.3 Order of Precedence. In the event of conflict, the following order controls: (a) Applicable Law; (b) mandatory Service Provider Requirements; (c) the applicable SOW; and (d) these Terms. If there is any conflict between the applicable SOW and these Terms, the SOW controls.
1.4 Updates to Online Terms. Clearlink may update these Terms by posting a revised version online and identifying the revision date. Unless a change is required sooner by Applicable Law or a Service Provider, material changes will apply to an existing SOW thirty (30) days after notice. Continued performance after the effective date of a revision constitutes acceptance. No update will retroactively reduce compensation already earned under an SOW.
2. Definitions
“Applicable Law” means all laws, regulations, regulatory orders, industry requirements, and binding governmental guidance applicable to the Services, including without consumer protection, telemarketing, calling and texting, Do Not Call, call-recording, privacy, data security, employment, tax, licensing, sanctions, anti-bribery, and accessibility requirements.
“Authorized Channel” means a call center, telephone number, website, location, campaign, platform, or other sales or marketing channel expressly approved in an SOW or in writing by Clearlink.
“Clearlink Data” means all information provided or made available by Clearlink, including leads, prospect information, Consumer Data, reports, scripts, instructions, credentials, and performance data.
“Consumer Data” means information relating or reasonably capable of being linked to a consumer, household, prospect, customer, account, service address, or transaction, including call recordings and order information.
“Dealer Code” means any dealer code, agent code, location code, sales identifier, login, password, token, or other credential used to identify, attribute, or submit orders under a Clearlink or Service Provider relationship.
“Marks” means names, trademarks, service marks, logos, trade dress, slogans, domain names, and other brand identifiers.
“Qualified Order” means an order that satisfies all criteria in the applicable SOW and Service Provider Requirements, including validation, authorization, installation or activation requirements, retention periods, and absence of fraud, cancellation, duplication, complaint, or disqualification.
“Service Provider” means the internet, telecommunications, video, home services, or other provider whose products or services are marketed or ordered under an SOW.
“Service Provider Requirements” means all requirements imposed by a Service Provider or Clearlink for a program, including contracts, policies, rules of engagement, scripts, disclosures, brand standards, order-entry rules, quality standards, security requirements, and instructions, as updated from time to time.
“Services” means the sales, customer-contact, call-center, order-entry, support, and related activities described in an SOW.
“Sub-agent Personnel” means Sub-agent’s employees, agents, representatives, contractors, approved subcontractors, supervisors, and other personnel involved in the Services.
3. Appointment and Scope
3.1 Limited Appointment. Clearlink appoints Sub-agent, on a nonexclusive, nontransferable, and revocable basis, to perform only the Services described in an SOW. No minimum volume, leads, calls, orders, territory, revenue, or compensation is guaranteed.
3.2 Restrictions. Sub-agent may market or facilitate orders only for approved Service Providers and products, through Authorized Channels, in approved territories, and using approved systems, scripts, Dealer Codes, and materials.
3.3 No Authority. Sub-agent is not appointed by, employed by, or authorized to bind Clearlink or any Service Provider. Sub-agent will not make commitments, warranties, refunds, credits, or other representations on behalf of Clearlink or a Service Provider except as expressly authorized.
3.4 No Direct Contact. Unless Clearlink authorizes otherwise in writing, Sub-agent will not contact a Service Provider regarding compensation, program terms, disputes, systems access, or operational matters.
4. SOWs and Program Changes
4.1 SOW Content. Each SOW may identify the Service Provider, products, territory, Authorized Channels, Dealer Codes, systems, performance standards, compensation rates, chargebacks, holdbacks, term, and other program-specific requirements.
4.2 Program Changes. Clearlink may modify, suspend, or discontinue a program, product, territory, script, process, Dealer Code, or Authorized Channel when required by a Service Provider, Applicable Law, compliance concern, or operational need. Clearlink will provide reasonable notice when practicable.
4.3 No Unauthorized Expansion. Sub-agent will not add locations, campaigns, websites, telephone numbers, personnel groups, or traffic sources without Clearlink’s prior written approval.
5. Service Provider Requirements and Clearlink Instructions
5.1 Flow-Down. Sub-agent will comply with all Service Provider Requirements and all written instructions, policies, rules of conduct, and corrective actions provided by Clearlink. These obligations apply whether communicated in an SOW, policy, email, training, portal, ticket, or other written or electronic form.
5.2 Training and Certification. Clearlink and/or Service Providers may require Sub-agent to complete certain training or attain certain certifications. Sub-agent will ensure that all Sub-agent Personnel complete required product, sales, compliance, privacy, security, and system training before performing Services and complete refresher training as required.
5.3 Corrective Action. Upon notice of an actual or suspected violation, complaint trend, quality issue, fraud concern, or security risk, Sub-agent will immediately investigate and take all actions directed by Clearlink, including suspending personnel or campaigns, preserving records, retraining, and disabling access.
5.4 Removal. Clearlink may require removal of any person, location, campaign, or vendor from the Services based on performance, compliance, security, conduct, Service Provider request, or reputational concerns.
6. Dealer Codes and Ordering Systems
6.1 Limited Use. Dealer Codes may be used solely to perform authorized Services under the applicable SOW. Dealer Codes remain the property of Clearlink, the Service Provider, or the issuing party and may be revoked at any time.
6.2 Prohibited Conduct. Sub-agent will not share, transfer, sell, sublicense, loan, copy, or disclose Dealer Codes; use them for another business or program; submit unauthorized, fictitious, duplicate, manipulated, or fraudulent orders; or permit use by untrained or unauthorized persons.
6.3 Security. Sub-agent will use unique credentials where supported, maintain access controls, prevent credential sharing, promptly disable departed or suspended personnel, and immediately notify Clearlink of suspected compromise or unauthorized use.
6.4 Responsibility. Sub-agent is responsible for all activity conducted through Dealer Codes assigned or made available to it, whether or not the activity was authorized by Sub-agent.
7. Sales Practices and Consumer Interactions
7.1 Approved Statements. Sub-agent will make only accurate, complete, and approved representations. It will not misrepresent identity, affiliation, price, availability, speed, service levels, equipment, installation, promotions, fees, taxes, contract terms, cancellation rights, eligibility, or any other material term.
7.2 Scripts and Disclosures. Sub-agent will use only current scripts, disclosures, and verification procedures approved by Clearlink and will not omit, alter, reorder, or supplement required language without written approval.
7.3 Order Authorization. Sub-agent may submit an order only after confirming the consumer’s identity and authority, making all required disclosures, obtaining required consent, accurately recording the consumer’s selections, and completing required verification.
7.4 Fraud and Manipulation. Sub-agent will not engage in slamming, cramming, unauthorized switching, self-dealing, sham orders, duplicate orders, incentive manipulation, falsification, or any practice intended to inflate compensation or performance metrics.
7.5 Complaints. Sub-agent will escalate complaints involving alleged deception, unauthorized contact or orders, privacy, discrimination, harassment, fraud, regulators, attorneys, media, or Service Providers within the time specified by Clearlink and, if none is specified, within one (1) business day.
8. Outbound Calling and Other Outreach
8.1 General Prohibition. Sub-agent will not conduct outbound calling, texting, emailing, direct mail, door-to-door sales, social-media outreach, or any other proactive consumer solicitation in connection with the Services unless the specific activity is expressly authorized in the applicable SOW or otherwise authorized by Clearlink in writing.
8.2 Conditions of Approval. Any approval may be limited by campaign, lead source, technology, geography, time period, script, telephone number, or other conditions. Approval may be withdrawn at any time.
8.3 Calling Technology. Sub-agent will not use an automatic telephone dialing system, artificial or prerecorded voice, ringless voicemail, soundboard, automated text platform, caller-ID manipulation, or similar technology unless expressly approved in writing by Clearlink and used in full compliance with Applicable Law.
8.4 Consent and Suppression. For approved outreach, Sub-agent will maintain legally sufficient consent records, scrub against all applicable federal, state, Clearlink, Service Provider, and entity-specific suppression lists, honor revocation immediately, and provide evidence of compliance upon request.
8.5 Calling Records. Sub-agent will retain lead-source, consent, calling, messaging, script, disposition, and opt-out records for at least five (5) years or longer if required by Applicable Law, an SOW, or Service Provider Requirements.
9. Marks and Marketing Materials
9.1 General Prohibition. Sub-agent will not use any Clearlink or Service Provider Marks in advertising, websites, landing pages, paid search, social media, business listings, caller-ID names, email addresses, telephone greetings, scripts, signage, or other marketing materials unless the specific use is expressly authorized in an SOW or otherwise authorized by Clearlink in writing.
9.2 Approval Process. All proposed marketing materials and uses of Marks must be submitted for prior written approval. Approval is limited to the exact material, channel, territory, and period approved and may be revoked at any time.
9.3 No Registration or Ownership. Sub-agent will not register or claim rights in any domain, social-media account, keyword, business name, or identifier containing or confusingly similar to a Clearlink or Service Provider Mark.
9.4 Removal. Upon request, suspension, or termination, Sub-agent will immediately stop all use of Marks and remove or destroy all related materials.
10. Consumer Data, Privacy, and Confidentiality
10.1 Limited Purpose. Sub-agent may collect, access, use, disclose, retain, or otherwise process Consumer Data and Clearlink Data only as necessary to perform the Services, for the purposes documented in the Agreement, and in accordance with Clearlink’s written instructions.
10.2 Prohibited Uses. Sub-agent will not sell, share, rent, monetize, market to, profile, append, combine, enrich, train artificial-intelligence models on, or use Consumer Data or Clearlink Data obtained through Sub-agent’s performance of the Services for any independent purpose. Sub-agent will not use such Consumer Data or Clearlink Data to contact a consumer for unrelated products or services. This Section does not restrict Sub-agent’s use of leads, customers, or data that Sub-agent obtains independently of the Services.
10.3 Privacy Role. To the extent applicable, Sub-agent will act as Clearlink’s service provider, contractor, or processor, provide the level of protection required of Clearlink, notify Clearlink if it can no longer comply, permit compliance verification, and cooperate with corrective action and consumer requests.
10.4 Confidential Information. Each party will protect the other party’s nonpublic business, technical, financial, security, contractual, and customer information using at least reasonable care and will use it only to perform the Agreement. These obligations survive for three (3) years after termination, except trade secrets and Consumer Data remain protected as long as required by law or their nature.
10.5 Return and Deletion. Upon request or termination, Sub-agent will promptly return or securely delete Clearlink Data, Consumer Data, and Confidential Information, except for records legally required to be retained, and will certify deletion upon request.
11. Information Security
11.1 Security Program. Sub-agent will maintain a written information-security program with administrative, technical, and physical safeguards appropriate to the sensitivity and volume of data processed and consistent with Clearlink and Service Provider Requirements.
11.2 Minimum Controls. Controls will include unique accounts, least-privilege access, multi-factor authentication where available, encryption in transit and at rest, endpoint protection, patching, logging, monitoring, secure disposal, workforce confidentiality, incident response, business continuity, and vendor oversight.
11.3 Approved Locations and Devices. Services may be performed only from locations and using systems, networks, and devices approved by Clearlink. Remote work, personal devices, shared credentials, public networks, removable media, or offshore access are prohibited unless expressly approved in writing.
11.4 Security Incidents. Sub-agent will notify Clearlink immediately, and no later than twelve (12) hours after discovery, of any actual or suspected unauthorized access, use, disclosure, alteration, loss, compromise, or unavailability involving Consumer Data, Clearlink Data, Dealer Codes, or systems used for the Services. Sub-agent will contain, investigate, preserve evidence, remediate, and cooperate fully, and will not make external notifications without Clearlink’s approval unless legally required.
12. Personnel and Subcontracting
12.1 Personnel. Sub-agent is solely responsible for recruiting, screening, training, compensating, supervising, disciplining, and terminating Sub-agent Personnel and for all employment, wage, tax, immigration, and workplace obligations.
12.2 Background Screening. To the extent permitted by Applicable Law and required by Clearlink or a Service Provider, Sub-agent will conduct identity, criminal-history, sanctions, and other appropriate screening before granting access.
12.3 Lower-Tier Subcontractors. Sub-agent will not delegate or subcontract any Services without Clearlink’s prior written approval. Each approved lower-tier subcontractor must be bound by written obligations at least as protective as the Agreement. Sub-agent remains fully responsible for all acts and omissions of lower-tier subcontractors and their personnel.
13. Quality, Monitoring, Records, and Audit
13.1 Standards. Sub-agent will meet all answer-rate, conversion, cancellation, installation, retention, accuracy, customer-experience, quality, compliance, and other standards stated in an SOW or Service Provider Requirements.
13.2 Monitoring. Clearlink and the applicable Service Provider may monitor, record, review, and evaluate calls, communications, systems, orders, facilities, and personnel involved in the Services. Sub-agent will provide any required notices and obtain any required consents.
13.3 Records. Sub-agent will maintain complete and accurate records concerning personnel, training, lead sources, consent, communications, orders, payments, complaints, quality, privacy, and security for at least five (5) years or the longer period required by Applicable Law or Service Provider Requirements.
13.4 Audit. Upon reasonable notice, or immediately where Clearlink reasonably suspects misconduct, fraud, a security risk, or a material violation, Clearlink, the Service Provider, and their auditors or regulators may inspect Sub-agent’s relevant facilities, systems, records, call recordings, personnel training records, lead sources, consent records, orders, and controls. Sub-agent will cooperate at no additional charge and promptly remediate findings.
14. Compensation, Payment, and Chargebacks
14.1 Rates. Compensation rates, qualification criteria, and any bonuses or holdbacks will be stated in the applicable SOW. Sub-agent earns compensation only for Qualified Orders.
14.2 Standard Payment Timing. Unless an SOW expressly states otherwise, Clearlink will pay all compensation earned during a calendar month sixty (60) days after the close of that month. For example, compensation earned in January is scheduled for payment on or about March 31, subject to reconciliation, validation, and the other terms of the Agreement.
14.3 Conditions to Payment. Payment is conditioned on Clearlink receiving and validating the applicable order and compensation data and, unless an SOW states otherwise, Clearlink receiving corresponding compensation from the Service Provider. Service Provider and Clearlink records will control absent manifest error.
14.4 Chargebacks. All payments are subject to chargebacks, reversals, offsets, and other adjustments described in the applicable SOW, including for cancellations, non-installation, disconnection, invalid or duplicate orders, fraud, unauthorized orders, complaints, noncompliance, Service Provider reversals, and overpayments. Clearlink may offset chargebacks against current or future amounts. Sub-agent will pay any remaining balance within ten (10) days after demand.
14.5 Statements and Disputes. Clearlink may provide a statement or report supporting payment calculations. Sub-agent must submit any dispute in writing, with supporting detail, within thirty (30) days after the applicable statement or report date, or the calculation is deemed accepted.
14.6 Taxes and Expenses. Sub-agent is responsible for its taxes, payroll, facilities, equipment, personnel, licenses, and all costs of performing the Services. Clearlink may require a completed IRS Form W-9 and other payment documentation before issuing payment.
14.7 Withholding. Clearlink may withhold or delay payment while investigating suspected fraud, noncompliance, complaints, data discrepancies, or anticipated chargebacks, and may maintain a reasonable reserve if stated in an SOW or justified by documented risk.
15. Representations and Warranties
15.1 Mutual Authority. Each party represents that it is duly organized, has authority to enter into the Agreement, and will comply with Applicable Law in performing its obligations.
15.2 Sub-agent Warranties. Sub-agent represents, warrants, and covenants that it has all licenses, permissions, personnel, systems, and rights necessary to perform the Services; will perform professionally and ethically; will provide complete and accurate information; will not infringe third-party rights; and will promptly notify Clearlink if any representation becomes inaccurate.
15.3 Disclaimer. EXCEPT FOR EXPRESS WARRANTIES IN THE AGREEMENT, CLEARLINK DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY OF MINIMUM VOLUME, CONTINUITY, OR COMPENSATION.
16. Indemnification
16.1 Sub-agent Indemnity. Sub-agent will defend, indemnify, and hold harmless Clearlink, each Service Provider, and their respective affiliates, officers, directors, employees, agents, successors, and assigns from all claims, investigations, proceedings, damages, settlements, fines, penalties, assessments, chargebacks, refunds, losses, liabilities, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to: (a) breach of the Agreement; (b) any act or omission of Sub-agent or Sub-agent Personnel; (c) violation of Applicable Law or Service Provider Requirements; (d) consumer communications, sales practices, representations, or orders; (e) fraud, negligence, gross negligence, or willful misconduct; (f) unauthorized or inaccurate orders; (g) employment or worker-classification claims; (h) misuse of Dealer Codes, Marks, Consumer Data, or Confidential Information; (i) a Security Incident caused by Sub-agent; or (j) any lower-tier subcontractor or vendor.
16.2 Procedure. Clearlink will provide reasonably prompt notice. Clearlink may control the defense with counsel of its choosing where a claim involves a Service Provider, regulator, reputational risk, nonmonetary relief, or a conflict of interest. Sub-agent will not settle a claim without Clearlink’s prior written consent.
17. Limitation of Liability
17.1 Excluded Damages. Except for Excluded Claims, neither party will be liable for indirect, incidental, special, exemplary, punitive, or consequential damages or lost profits arising from the Agreement.
17.2 Cap. Except for Excluded Claims, each party’s aggregate liability will not exceed the compensation paid or payable to Sub-agent under the applicable SOW during the twelve (12) months preceding the event giving rise to the claim.
17.3 Excluded Claims. The limitations do not apply to Sub-agent’s indemnification obligations; fraud, gross negligence, or willful misconduct; breach of confidentiality; privacy, data-security, or Consumer Data obligations; violation of Applicable Law or Service Provider Requirements; misuse of Dealer Codes or Marks; infringement; employment claims; chargebacks or repayment obligations; or equitable relief.
18. Insurance
18.1 Coverage. During the term and for any additional period stated in an SOW, Sub-agent will maintain insurance appropriate to the Services, including workers’ compensation as required by law, commercial general liability of at least $1,000,000 per occurrence, professional/errors and omissions liability of at least $1,000,000, and cyber/privacy liability of at least $1,000,000, unless different limits are stated in an SOW.
18.2 Evidence. Upon request, Sub-agent will provide certificates and endorsements naming Clearlink and, if requested, the applicable Service Provider as additional insureds where commercially available. Coverage will be primary and noncontributory where commercially available.
19. Non-Circumvention and Non-Solicitation
19.1 Non-Circumvention. During the term and for twelve (12) months thereafter, Sub-agent will not use information or relationships obtained through Clearlink to bypass Clearlink, seek a direct appointment with a Service Provider introduced through Clearlink, or divert program business, consumers, leads, or opportunities from Clearlink, except with Clearlink’s written consent.
19.2 Consumer Restrictions. Sub-agent will not use leads, customers, or Consumer Data obtained through the Services to market competing or unrelated products or services. This Section does not restrict Sub-agent’s use of leads, customers, or Consumer Data that Sub-agent obtains independently of the Services.
19.3 Personnel. During the term and for twelve (12) months thereafter, Sub-agent will not knowingly solicit for employment a Clearlink employee materially involved in the Services, except through a general solicitation not targeted at Clearlink personnel.
20. Suspension and Termination
20.1 Term. These Terms remain effective while any SOW is in effect. Each SOW continues for the term stated in it or, if no term is stated, until terminated under this Section.
20.2 Convenience. Unless an SOW states otherwise, Clearlink may terminate an SOW or the Agreement for convenience on fifteen (15) days’ written notice, and Sub-agent may terminate on sixty (60) days’ written notice.
20.3 Immediate Suspension or Termination. Clearlink may immediately suspend or terminate any Service, SOW, Dealer Code, location, campaign, person, or payment if a Service Provider requests it; if Clearlink reasonably believes a violation, fraud, consumer harm, security risk, or reputational risk may exist; if authorization under a Service Provider program ends or changes; or if continued performance could expose Clearlink or a Service Provider to liability.
20.4 Breach. Either party may terminate for a material breach not cured within ten (10) business days after written notice, except no cure period is required for fraud, unauthorized orders, misuse of Dealer Codes or Marks, violations involving privacy or security, or conduct that threatens consumers or a Service Provider relationship.
20.5 Effect. Upon termination, Sub-agent will immediately stop the affected Services, stop using Dealer Codes and Marks, return or delete data and materials, transfer pending matters as directed, and cooperate in transition. Clearlink may retain final amounts for a reasonable reconciliation period to account for chargebacks, claims, audits, and adjustments.
21. Independent Contractor
21.1 Status. Sub-agent is an independent contractor. Nothing creates an employment, agency, franchise, joint venture, partnership, fiduciary, or joint-employer relationship. Sub-agent has no authority to bind Clearlink or a Service Provider.
21.2 Control. Sub-agent controls its personnel and day-to-day methods, subject to Clearlink’s contractual rights to impose compliance, quality, security, consumer-protection, and Service Provider requirements.
22. Notices
22.1 Clearlink Notices. Legal notices to Clearlink must be sent to Clear Link Technologies, LLC, Attn: Legal Department, 42 Future Way, Draper, Utah 84020, and by email to , or to any updated address posted with these Terms.
22.2 Sub-agent Notices. Notices to Sub-agent will be sent to the address or email identified in the SOW. Operational, compliance, policy, and program notices may be delivered by email, portal, ticketing system, or other electronic method used by the parties.
23. General
23.1 Assignment. Sub-agent may not assign the Agreement, delegate obligations, or undergo a change of control without Clearlink’s prior written consent. Clearlink may assign the Agreement to an affiliate, successor, purchaser, or program-related entity.
23.2 Force Majeure. Neither party is liable for delay caused by events beyond reasonable control, but force majeure does not excuse payment, data protection, security, confidentiality, disaster recovery, regulatory compliance, or consumer-protection obligations.
23.3 Governing Law and Venue. The Agreement is governed by Utah law without regard to conflicts principles. Exclusive venue lies in state or federal courts located in Salt Lake County, Utah, and each party consents to jurisdiction and venue there.
23.4 Equitable Relief. Clearlink may seek immediate injunctive or equitable relief to protect consumers, data, Confidential Information, Dealer Codes, Marks, intellectual property, or Service Provider relationships without posting bond to the extent permitted by law.
23.5 Severability and Waiver. If a provision is unenforceable, it will be modified to the minimum extent necessary and the remaining provisions remain effective. Waiver must be in writing and applies only to the specific instance stated.
23.6 Entire Agreement. The Agreement is the entire agreement concerning its subject matter and supersedes prior or contemporaneous communications. Except for online updates permitted by Section 1.4 and operational updates permitted by the Agreement, amendments must be in a writing signed by authorized representatives of both parties.
23.7 Counterparts and Electronic Signatures. SOWs may be executed in counterparts and by electronic signature, each of which is deemed an original.
23.8 Third-Party Beneficiaries. Each Service Provider is an intended third-party beneficiary of provisions protecting its data, systems, Marks, customers, and contractual rights. No other third party is an intended beneficiary.
23.9 Survival. Provisions concerning compensation adjustments, records, audit, confidentiality, data, security, intellectual property, indemnification, liability, non-circumvention, termination, dispute resolution, and any obligations that by their nature should survive will survive termination.