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Partner Terms

REFERRAL PARTNER AGREEMENT

This Referral Agreement (“Agreement”) is made effective between and as of the date approved by PAYMINTZ, Inc. d/b/a PaidYET (“Company”) and submitted by referral partner identified herewithin or attached to this agreement by electronic means (“Source”).

WHEREAS, Company provides credit card, debit card, ACH, POS equipment, software and related goods and services (“Services”); and

WHEREAS, Company desires to compensate Source for business introductions that result in sales and profit for the Company according to the terms and conditions set forth herein (“Leads”); and

WHEREAS, Source desires to be compensated by the Company for its effort according to the terms and conditions set forth herein;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Appointment.Subject to the terms and conditions of this Agreement, Company hereby appoints Source as a provider of Leads to Company.Source shall interact with entities and individuals in order to obtain information from them as to whether they are interested in purchasing the Services.Source acknowledges that all Leads are to be approved by Company in its sole discretion and Leads will be able to utilize the Services effective only upon such approval.

2. Royalty Payments. As compensation for Leads subject to this Agreement, the Company shall pay Source residual according to the terms set forth herewithin, which may be amended from time to time upon the mutual agreement of both parties. No compensation shall be paid to Source where Leads cause any losses or negative income to Company. For any amounts Company is unable to collect from the Leads Company shall have no duty to pay any compensation to Source under this Agreement. Source will be paid on or around the twenty-fifth day of the month following the month of collection.

a. Source shall be paid up to seventy-five percent (75%) of the net income from all Leads that purchase Company Services. Said compensation shall be paid on the difference between the sell rate and Source’s buy rate of 2.75%, less any losses, chargebacks and costs incurred in providing the Services to the Leads. No additional fees shall be included as part of net income including but not limited to authorization or per item transaction fees, Association assessments or fines, international or cross border fees, chargebacks, or other items related to the Services. Sell Rate will be determined in conjunction with Company and Source, within the Partner portal or in writing between Company and Source. Sell rate will be displayed on Source’s partner page and may be changed by Source at any time, upon approval by Company.

3. Independent Contractors.The relationship of Company and Source is that of independent contractors.Neither Source nor Source’s employees, consultants, contractors or agents are agents, employees, partners or joint ventures of Company, have any authority to bind Company by contract or otherwise to any obligation. Source agrees to comply with all Company policies and rules and Industry Association Regulations.

4. Term.The initial term of this Agreement shall be for a period of two (2) years, commencing on the date first set forth below.This Agreement shall thereafter be automatically renewed for additional terms of two (2) years each unless either party notifies the other no later than ninety (90) days prior to the end of the current term that it does not wish to renew this Agreement. Source shall be entitled to receive compensation under this Agreement for so long as Company is receiving its corresponding compensation for such Leads unless Source commits a breach of the terms of this Agreement, or any Payment Network Association’s (Association) rules and regulations, which will terminate any further right Source has to receive compensation.

5. Indemnification.Source agrees to indemnify, defend, and hold harmless Company and its employees from and against any loss, liability, damage, penalty or expense (including attorneys’ fees, expert witness fees and cost of defense) they may suffer or incur as a result of (i) any loss incurred by Company due to the negligent or fraudulent conduct of Source; or (ii) any breach of this Agreement by Source.

6. Non-Solicitation. Without Company’ prior written consent (which consent may be withheld in Company’ sole and absolute discretion), the following shall apply for the term of this agreement: (i) Source shall not knowingly cause or permit any of their employees, agents, principals, affiliates, subsidiaries or any other person or entity to solicit or otherwise cause any Lead that has been accepted by Company or its vendors to terminate its participation in any of the Company Services; and (ii) Source shall not solicit, employ, offer to employ, or otherwise engage an employee, independent contractor, or otherwise, any person who is or was an employee or independent contractor of the Company at any time during the term of this agreement, or in any manner induce or attempt to induce any of the same from terminating their relationship with the Company. This section shall apply during the term of this Agreement and for two (2) years after any termination, cancellation or expiration of this Agreement.

7. Confidential Information.Source acknowledges that during the engagement, it may come to learn of client lists, prospective client lists, trade secrets, software, inventions, innovations, business plans, financial strategies, finances, and all other confidential or proprietary information with respect to the business and operations of Company and that these are valuable, special, and unique assets of Company.Accordingly, the Source agrees not to, at any time whatsoever either during or after the Term, disclose, directly or indirectly, to any person or entity, or use or authorize any person or entity to use, any confidential or proprietary information with respect to Company without the prior written consent of Company, including, without limitation, information as to the financial condition, results of operations, identities of customers or prospective customers, products or services under development, acquisition strategies or acquisitions under consideration, pricing or cost information, marketing strategies or any other information relating to Company which could be reasonably regarded as confidential (collectively referred to as “Confidential Information”).However, the term “Confidential Information” does not include any information which is or shall become generally available to the public other than as a result of disclosure by the Source or by any person or entity which the Source knows (or which the Source reasonably should know) has a duty of confidentiality to Company or a related entity with respect to such information.

8. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns.Source may assign this Agreement with the written consent of Company.Company may assign this Agreement in its sole discretion without the written consent of Source.This Agreement sets forth the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein, and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, partner, employee or representative of any party hereto. No amendment or modification to this Agreement, nor any waiver of any rights hereunder, shall be effective unless assented to in writing by both parties.

9. This Agreement shall be governed by and construed in accordance with the laws of the State of California (irrespective of its choice of law principles).The parties hereby agree that any suit to enforce any provision of this Agreement or arising out of or based upon this Agreement or the business relationship between the parties hereto shall be brought in federal or state court in Los Angeles County, California.In any action arising from the alleged breach of this Agreement, or to enforce this Agreement, the final prevailing party will recover its reasonable attorneys’ fees, costs and expenses.

10. Company disclaims all warranties, express or implied, including but not limited to the implied warranties of fitness for a particular purpose and merchantability.Company shall have no liability in contract, tort, negligence or otherwise to Source or any other third party arising out of any of products or services provided under this Agreement.Company shall not be liable to Source or any third party for any liquidated, indirect, consequential, exemplary or incidental damages (including damages for loss of business profits, business interruption, loss of business information, and the like) arising out of this Agreement even if Company has been advised of the possibility of such damages.

11. The failure of either party to this Agreement to object to or to take affirmative action with respect to any conduct of the other which is in violation of the terms of this Agreement, shall not be construed as a waiver of that conduct or any future breach or subsequent wrongful conduct.If any part, term or provision of this Agreement is declared and determined by any court or arbitrator to be illegal or invalid, such declaration and determination shall not affect the validity of the remaining parts, terms or provisions.The various headings in this Agreement are inserted for convenience only and shall not affect this Agreement or any portion thereof.This Agreement may be executed in two or more counter-parts and/or by electronic opt-in or esignature, each of which shall be deemed an original, all of which together shall constitute one and the same instrument. The signatures to this Agreement may be evidenced by electronic copies reflecting the party’s signature hereto, and any such electronic copy shall be sufficient to evidence the signature of such party as if it were an original signature. All representations, covenants and warranties shall survive the execution of this Agreement, and sections 6, 7, 8, 9, 10, and 11 shall survive termination of this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers.