Sales Payment Processing Referral

SALES PAYMENT PROCESSING REFERRAL

Parties

Recitals

This Sales Payment Processing Referral Agreement (the Agreement) is entered into by and between the Referrer and the Merchant identified above. Referrer will introduce Merchant to a payment processing provider or assist Merchant in procuring payment processing services. The parties agree the referral and any resulting arrangement shall be governed by the terms set forth herein.

Referral Details and Services

Referrer will provide an introduction and facilitate communications for the following payment processing services. Referrer does not guarantee approval by any processor; Merchant acknowledges final terms and fees are determined by the payment processor.

Commission and Referral Fee

Referrer shall be entitled to a referral fee or commission as described below. Payment of the referral fee is contingent upon Merchant's acceptance of payment processing services and processor issuance of first settled transaction to Merchant. Referral fee calculations, timing, and caps are set by the parties below.

Payment Terms

Merchant shall be responsible for payment of any fees due to Referrer in accordance with the commission schedule above. Unless otherwise agreed, Merchant shall remit amounts due to Referrer by the Payment Due Date set forth below.

Implementation and Delivery

Referrer may assist with onboarding and implementation. Merchant remains responsible for compliance with processor underwriting, required documentation, and for providing accurate business information to the processor. The parties will document a mutually agreed implementation timeline.

Representations, Warranties and Covenants

Each party represents and warrants that it has full power and authority to enter into this Agreement, that all information provided is true and complete, and that execution of this Agreement will not violate any agreement or law. Merchant covenants to provide accurate underwriting materials to potential processors and to cooperate in good faith with onboarding.

Confidentiality; Data Handling

All non-public information exchanged in the course of this referral, including transaction volume estimates and underwriting documents, shall be treated as confidential and used solely to effectuate the referral. Each party shall implement commercially reasonable safeguards to protect personal and financial data and shall comply with applicable data protection laws.

Indemnification and Limitation of Liability

Each party agrees to indemnify and hold the other harmless from liabilities arising from that party's breach of this Agreement, negligence, or willful misconduct. EXCEPT FOR BREACHES OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY SHALL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Returns, Refunds and Adjustments

Referral fees are final when paid, except adjustments required due to documented processor chargebacks directly tied to the referral, or material misrepresentation by the Referrer. Any disputed adjustment must be submitted in writing with supporting documentation within thirty (30) days of the date on which the disputed fee was invoiced or paid.

Term and Termination

This Agreement commences on the Effective Date below and continues until terminated by either party upon thirty (30) days' written notice. Termination does not affect accrued payment obligations or fees for referrals that resulted in executed processing agreements prior to termination.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State or jurisdiction selected by the parties below. Any dispute arising under or related to this Agreement shall be resolved as set forth in the dispute resolution clause below.

Dispute Resolution

The parties agree to negotiate in good faith to resolve disputes. If unresolved within sixty (60) days, the parties agree to submit disputes to binding arbitration in the governing jurisdiction unless otherwise mutually agreed in writing. Each party will bear its own attorneys' fees unless the arbitrator awards fees to the prevailing party.

Additional Terms

Execution

The undersigned each represent and warrant that they are authorized to execute this Agreement on behalf of the party for which they sign, and that by signing below the party accepts and agrees to be bound by all terms herein.

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