Effective date: September 17, 2026
These Terms govern your access to and use of Prospect. Activated sales representatives must also accept the Independent Contractor Agreement (ICA) in-app before accessing the dashboard.
By creating an account or accessing Prospect, you agree to these Terms and our Privacy Policy. Activated sales representatives must also accept the Independent Contractor Agreement (ICA) in-app before accessing the dashboard. If any conflict arises between these Terms and a signed or accepted ICA, the ICA shall control.
Unless a separate, signed employment agreement states otherwise, sales representatives are independent contractors, not employees. You retain control over the manner and means of your prospecting, subject to applicable law and platform rules. You are solely responsible for all personal and business expenses, as well as all applicable tax withholdings and filings.
Accounts may require an invitation and administrative approval. To maintain active access, sales representatives must submit at least one (1) qualifying deal (completing Submit closed deal through the platform) every ninety (90) consecutive days. Accounts that fail to meet this threshold may be set to inactive, suspending platform access until reactivated by an admin. We reserve the right to suspend or terminate access immediately for policy violations, fraud risks, unauthorized personal gain, or operational necessity.
You may use the platform, lead data, and associated tools solely to promote and sell Vector Upgrade offerings. You agree not to engage in harassment, misrepresentation, spam, unauthorized scraping, reverse engineering, unauthorized access, or uploading unlawful content. Using platform leads, tools, or data for competing freelancing, personal commercial gain, or third-party sales is strictly prohibited and constitutes grounds for immediate termination and forfeiture of unpaid and future commissions (including pending approvals and ongoing retainer share). Commission forfeiture under this section does not by itself require repayment of amounts already paid to you unless fraud or chargebacks apply under Section 5.
Eligibility: Payouts require an active account, an accepted ICA, a verified payout method (e.g. Stripe Connect), and approved commissions. Rates and schedules are set by the agency and may change prospectively with notice. Project payouts: Project commissions typically unlock in halves, tied directly to the client’s initial deposit payment and completion payment recorded in the platform. Retainer shares & automatic inactivity pauses: Retainer shares are earned as a percentage of monthly retainer payments actually collected from the client, and only while you remain eligible. If a sales representative has no qualifying deal activity (submitted deal or client deposit recorded in the platform) for more than three (3) consecutive months, ongoing retainer commission share for future client retainer payments pauses automatically. Client retainers may continue; pausing stops new recurring commissions only and does not cancel client retainers or reverse project commissions already approved or paid. Retainer share resumes automatically when you submit a new qualifying deal or a client deposit is recorded, or upon manual admin resume. Future retainer shares that would have accrued only during a pause are not owed. Clawbacks & adjustments: Unpaid commissions may be reversed or set off against future earnings in cases of client chargebacks, contract cancellations, refunded deposits, or fraudulent activity, per agency policy.
All platform tools, in-app lead lists, pricing structures, sales playbooks, and client contact details are the confidential and proprietary intellectual property of Vector Upgrade / Prospect operators. You may not copy, export, distribute, or use this data for non-Vector Upgrade business during or after your offboarding, except as allowed in writing.
Prospect is provided on an "as is" and "as available" basis without warranties of any kind. Projections or earnings examples on recruiting materials are illustrative only and do not guarantee actual income. We do not warrant uninterrupted uptime or specific lead conversion rates.
To the fullest extent permitted by applicable law, total aggregate liability arising out of or related to your use of Prospect is limited to the total commissions actually paid to you in the three (3) months preceding the claim. Neither party shall be liable for indirect, incidental, special, or consequential damages.
These Terms are governed by the laws of the State of New York, without regard to conflict of law principles. Any legal action or proceeding arising under these Terms shall be brought exclusively in the state or federal courts located in New York County, New York, unless your accepted ICA specifies an alternate forum.
Draft policy for product use — have counsel review before relying on it.