Partner Agreement
Updated:
December 6, 2023
Dashfi may offer you an opportunity to become an independent Dashfi Partner (“Partner”), wherein you have the opportunity to share in the economics of Dashfi’s card and capital products as well as its programs and services.
Dashfi reserves the sole and exclusive right to determine the amount of remuneration each Partner will receive in exchange for the Partner’s efforts, and Your Partner commission is set forth in Exhibit 1. See also Dashfi Terms of Service, which apply to You in Your role as Partner, unless otherwise expressly provided for.
This Partner Agreement (“Agreement”) governs Your application for, and any subsequent participation in, Dashfi’ Partner program.
By signing this Agreement, the Partner accepts the terms of this Agreement, You indicate that You have read and understood this Agreement, and agree that You are bound by its terms.
WHEREAS, Dashfi is an card issuance and payments platform that also makes capital available to qualified businesses on an accelerated basis; and
WHEREAS, Dashfi desires to obtain customer referrals from independent parties who promote Dashfi’s products and services to their customers and communities; and
WHEREAS, referrals are received and acknowledged via a variety of means detailed below, in exchange for remuneration from Dashfi for subsequent verified sales (the “Program”); and
WHEREAS you have connections and access to Dashfi’s target audience of potential customers and wish to participate in the Program;
NOW, THEREFORE, in consideration of the foregoing, the mutual agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Dashfi and Partner agree as follows:
1. Definitions.
a. "We", "Our", "Us", or "Dashfi", (collectively, "Dashfi") - Dashfi, a Delaware corporation. b. "You", "Your" and "Partner" - the business, individual or entity participating in th Program,
c. "Dashfi Products and Services" – the payment methods and options made available by Dashfi from time to time as further described at Dashfi.com.
d. "Commission Fees" or "Commissions" – The amount You are paid for a Referred Customer that you refer to Dashfi under and in accordance with this Agreement and set forth in Exhibit 1.
e. "Referred Customer" - each new and unique customer who meets the Criteria set forth in Section 3 hereof.
2. Requirements to Participate in the Program.
a. Tracking Visitors, Referred Customers, and Qualified Accounts. We will provide You with a unique tracking URL variable that identifies You as the source of the website visitors, referred customers and qualified accounts that You refer to Dashfi. We will track use of this code with a Partner tracking program and Google Analytics and via customer feedback.
b. Promotion of Our Partner Relationship. We will make available to You a variety of graphic images, banner ads, copy, links and other marketing materials for Your use in promoting Our Partner Relationship. You shall not post any refunds, credits or discounts, or other content concerning Dashfi, unless We have given You prior written permission in each instance. Partners may only use coupons and discounts that are provided exclusively through the Program using banners and links.
3. Commission Fee Schedule.
0.10% of Referred Customers Qualified first twelve calendar months of Qualified Spend, paid within 30 days after the 12-month period.
4. Commission Determination.
You will be paid a Commission Fee for each Referred Customer that You refer to Dashfi under and in accordance with the terms of this Agreement.
a. Each Referred Customer must meet the following criteria (the "Criteria") in order for You to qualify for a Commission Fee:
● Each Referred Customer must be a new customer to Dashfi. New accounts from an existing Dashfi customer shall not count.
● To generate a Commission Fee for dash.fi charge card, each Referred Customer must be an active, qualified customer of Dashfi for at least 6 months, must remain in compliance with Our terms and conditions and other policies, and must be up-to-date in all payments at the time the Commission Fees are processed and not have been subject to a refund, credit, cancellation, suspension or chargeback.
● Each Referred Customer must be associated with You through an email intro, dedicated form, Internet cookie/unique code, a validly completed electronic referral form or verbal or written confirmation by the Referred Customer to their Dashfi sales representative that You referred them.
b. Dashfi in its sole reasonable discretion, may suspend, withhold, reverse or cancel in whole or in part any previously issued, pending or future Commission Fee, due to violation of applicable laws or regulations or Dashfi policies in place at that time.
c. It is the responsibility of the Partner to monitor the payment, denial and withholding of Commission Fees. If a Partner has a question about a Commission Fee that has been canceled or withheld, that Partner has 30 days from the day the payment was due to contact Dashfi to discuss or reclaim the Commission Fee. After that time, any changes to decisions about canceled or withheld Commission Fees are strictly at Dashfi’s discretion.
5. Commission Fee Accrual and Payments.
Commission Fees shall be paid depending upon the potential revenue of the Referred Customer and the Product Type, as further detailed in the Commission Schedule attached at Exhibit 1, which is fully incorporated and integrated herein.
a. By the end of each month, you will be updated with the number of valid Referred Customers referred, Commissions generated and other relevant statistics covering the activity over the prior month.
b. Unless otherwise specified in Exhibit 1, Card Commission Fees will be processed for payment approximately 30 days after the end of the month in which they are accrued. Commission fee will be paid after $2,500 in commissions is surpassed. If Commissions do not exceed past $2,500 for a period longer than a rolling 36 months then the commissions will be forfeited.
c. Payment Form/Type. You shall receive Commission Fees in the form of a wire or ACH payment in U.S. currency to a U.S. bank account. Dashfi is not responsible for any third-party fee charged by Your bank or other financial institution used to receive Your Commission Fees.
6. Policies and Pricing.
Referred Customers who buy Dashfi Products and Services through the Partner Network will be deemed to be Our Customers. Accordingly, all of Our rules, policies, and operating procedures concerning Dashfi orders, Dashfi service, and Dashfi Products and Services sales will apply to those Customers. We may change Our policies and operating procedures at any time, and We reserve the right, in Our sole discretion, to reject or cancel Customers that do not comply with Our standard requirements. Prices and availability of Dashfi Products and Services may vary from time to time, from Partner to Partner, and from region to region. We will use commercially reasonable efforts to present accurate information, but We do not guarantee the availability or price of any particular product or service.
7. Licenses and Use of the Dashfi Logos and Trademarks.
a. Subject to the limitations set forth herein, We grant You a limited, domestic, non-exclusive, non-transferable, revocable right and license to (i) access Our site through the Links solely in accordance with the terms herein and (ii) solely in connection with such Links, to use the Dashfi trademark and logo and similar identifying material relating to Us in in the form(s) that they are provided to You by Us (collectively referenced hereafter as the "Licensed Materials"), for the sole purpose of selling Dashfi Products and Services on your site and as approved in advance by Us. You may not alter, modify, or change the Licensed Materials in any way. You are only entitled to use the Licensed Materials to the extent that You are a member in good standing of the Program.
b. You shall not make any specific use of any Licensed Materials for purposes other than selling Dashfi Products and Services, without first submitting a sample to Us and obtaining the express prior written consent of Your Dashfi account executive, which consent shall not be unreasonably withheld. You agree not to use the Licensed Materials in any manner that is disparaging or that otherwise portrays Dashfi, any hosted member of Dashfi or any Dashfi employee or representative in a negative light. We reserve all of Our rights in and to the Licensed Materials and of Our other proprietary rights. We may revoke Your license at any time, by giving You written notice. If not revoked, this limited license shall terminate upon expiration or termination of this Agreement.
8. Term of the Agreement.
The term of this Agreement begins upon execution of this Agreement and ends when terminated by either party. Either You or We may terminate this Agreement at any time for convenience, upon notice to the other party. You are only eligible to earn Commission Fees on Qualified Purchases occurring during the term, and Commission Fees earned through the date of termination will remain payable only if the orders for the related Dashfi Products and Services are not canceled and comply with all the terms of this Agreement. We may withhold Your final payment of Commission Fees for up to 90 days to ensure that all Referred Customers are legitimate as determined by Dashfi in its sole discretion. Without limitation, Partner's participation in the Program, and this Agreement, shall be automatically terminated immediately, and all Commissions forfeited, upon Partner's violation of any applicable law or state or federal regulation governing the performance of this Agreement.
9. Modification.
We may modify the terms and conditions contained in this Agreement. Such modifications shall take effect upon notice to You. Modifications may include, but are not limited to, changes in the scope of available Commissions, Commission amounts/percentages, payment procedures, Commission Fee payment schedules, and Program rules. If any modification is unacceptable to You, Your only recourse is to terminate this Agreement. Your continued participation in the Program following notice to You of amendment of this Agreement will constitute binding acceptance of the amendment(s).
10. Disclaimers.
WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE PROGRAM OR ANY Dashfi PRODUCTS AND SERVICES SOLD THROUGH THE PROGRAM (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS, MERCHANTABILITY, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE). IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS, INCLUDING THE TRACKING OF INFORMATION ABOUT REFERRED CUSTOMERS DURING THE PERIOD OF INTERRUPTION.
11. Relationship of Parties.
You and Dashfi are independent contractors; nothing herein creates any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You have no authority to make or accept any offers or representations on Our behalf.
12. Disclosure:
On any website that Partner advertises any Dashfi service or product, Partner must plain display (i.e, not in a link, or in small font) disclaimer language, such as.
a. Disclosure: I am an independent Dashfi Affiliate, not an employee. I receive referral payments from Dashfi. The opinions expressed here are my own and are not official statements of Dashfi.
13. Non-Disparagement.
Partner is not permitted to comment negatively about or disparage the products or services of Dashfi or any other person or entity, including without limitation the products or services of a Dashfi competitor. Partner is not permitted to engage in any unlawful or deceptive actions with respect to search engine optimization, including, but not limited to, using any technique that generates paid search results based on any trademarks of Dashfi, any brand name of Dashfi, or based on the trademarks or brand name of any competitor of Dashfi, or any other third party. Partner shall not direct link to a Dashfi’sales page from any paid advertising.
14. Representations and Warranties.
You hereby represent and warrant to us as follows:
a. This Agreement has been duly and validly executed and delivered by You and constitutes Your legal, valid, and binding obligation, enforceable against You in accordance with its terms.
b. The execution, delivery, and performance by You of this Agreement and the consummation by You of the transactions contemplated hereby will not, with or without the giving of notice, the lapse of time, or both, conflict with or violate (i) any provision of law, rule, or regulation to which You are subject, (ii) any order, judgment, or decree applicable to You or binding upon Your assets or properties, (iii) any provision of Your by-laws or certificate of incorporation, or (iv) any agreement or other instrument applicable to You or binding upon Your assets or properties.
c. There is no pending or, to the best of Your knowledge, threatened claim, action, or proceeding against You, or any subsidiary of Yours, with respect to the execution, delivery, or performance of this Agreement, and, to the best of Your knowledge, there is no basis for any such claim, action, or proceeding.
d. You further represent and warrant that each Referred Customer and each Qualifying Accounts referred or submitted by You to Us, is bona fide, valid, genuine, unique and not fraudulent and meets each of the Criteria for generating a Commission Fee as provided in this Agreement.
15. LIMITATION OF LIABILITY. WE ARE NOT BE LIABLE FOR INDIRECT, SPECIAL,INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION WITH THIS AGREEMENT OR THE PROGRAM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE PROGRAM WILL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.
16. Indemnification. You shall defend, indemnify and hold Us and Our subsidiaries and their directors, officers, employees, agents, shareholders, partners, members, and other owners, harmless from and against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that Our use of the Partner Trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by You herein, or (iii) any claim related to Your site, including, without limitation, its development, operation, maintenance and content therein not attributable to Us.
17. Confidentiality. Each of the parties hereto agrees that all information including, without limitation, the terms hereof, business and financial information, Dashfi and vendor lists, and pricing and sales information, shall remain strictly confidential and shall not be utilized for any purpose outside the terms of this Agreement except and solely to the extent that any such information is (a) already lawfully known to or independently developed by the receiving party, (b) disclosed in published materials, (c) generally known to the public, or (d) lawfully obtained from any third party which does not owe any obligation of confidentiality to the disclosure. Notwithstanding the foregoing, each party is hereby authorized to deliver the copy of any such information (a) to any person pursuant to a valid subpoena or order issued by any court or administrative agency of competent jurisdiction, (b) to its accountants, attorneys, or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation, or legal process.
18. Notices. Notices required to be given by one party to another shall be deemed properly given when reduced to writing and sent, if to You, at the address You have on file with Us in Your Program account, and if to Us, to the address below, by expedited courier, email the receipt of which is confirmed, or by facsimile, and shall be effective upon delivery. Either party may change the addresses for giving notice from time to time by written instructions to the other party of such change of address.
Notices to Us shall be sent to:
2261 Market Street
STE 5135
San Francisco, CA 94114
19. Dispute Resolution By Mandatory Binding Arbitration, Class Action Waiver, and Governing Law. As explained in Dashfi's Terms of Service, any controversy or claim arising out of or related to this Agreement or Your relationship with us that cannot be resolved through negotiation within 120 days shall be resolved by binding, confidential arbitration administered by the American Arbitration Association (“AAA”), and judgment on the award rendered may be entered in any court having jurisdiction thereof. The sections of the Terms of Service entitled “DISPUTE RESOLUTION BY MANDATORY BINDING ARBITRATION AND CLASS ACTION WAIVER,” “Dashfi's ADDITIONAL REMEDIES,” and “GOVERNING LAW AND VENUE” are expressly incorporated herein by reference. Please review the Terms of Service for more information.
a. Severability. In the event any provision of this Agreement is inconsistent with or contrary to any applicable law, rule, or regulation, the provision shall be deemed to be modified to the extent required to comply with the law, rule, or regulation, and this Agreement and the Terms of Service, as so modified, shall continue in full force and effect
b. Modification/Amendments. This Agreement and Dashfi's standard Terms of Service may be modified by Dashfi at any time, with or without prior notice to You. Amendments or modifications to this Agreement or the Terms of Service will be binding on You when they are sent to You via email, or are posted in the Partner center. No amendment to this Agreement or the Terms of Service shall be valid unless prepared or signed by Dashfi. Your continued acceptance of Commission or Legacy Bonus payments constitutes Your acceptance to any modifications or amendments to this Agreement and the Terms of Service.
