Effective Date 04/01/2021
Referral Program Terms and Conditions
Authvia Referral Program Terms
These Authvia Referral Program Terms of Service (these “Terms”) are betweenPay2Day, Inc. d/b/a Authvia (“Authvia”, “we”, “us”, or “our”)and the party identified on the online application form (“Referral Partner” or “you”) and shall be effective upon the date you submit and Authvia accepts your application with Authvia (the “Effective Date”).
IF YOU ARE ENTERING INTO THESE TERMS ON BEHALF OF A COMPANY, OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND THAT THESE TERMS WILL CONSTITUTE ABINDING AND LEGAL OBLIGATION ENFORCEABLE AGAINST THE COMPANY IN ACCORDANCE WITHTHE TERMS HEREIN.
The Authvia Referral Partner Program (the “Referral Partner Program”) enables Referral Partners to obtain financial rewards by referring prospective customers to Authvia. If you submit an online application to our Referral Partner Program and we’ve accepted it, you agree to be bound by the following terms and conditions.
You are appointed as our non-exclusive Referral Partner to market our products to third parties under the Referral Partner Program. As a Referral Partner, you are authorized you to:
- Market and promote our products to prospective customers;
- Refer prospective customers and opportunities to us (a “Referral”); and
- Use our name, logo, and trademarks (“Marks”) strictly in your capacity as Referral Partner (and in this respect we grant you a limited, revocable, non-exclusive and non-transferable license to use and display our Marks).
You will introduce Referrals to Authvia in accordance with the terms below.
- Referral Partner shall notify Authvia of a Referral using the Referral Registration Form. Authvia shall respond to such notice within five (5) business days after receiving the notice with its acceptance or rejection of the Referral. If Authvia fails to respond to the notice within the specified time period, the Referral shall be deemed rejected by Authvia. Authvia may reject or accept a Referral in its sole discretion. Authvia shall not be required to pay any Commission (as defined below) on Referrals not expressly accepted by Authvia.
- When a Referral is accepted by Authvia that account will be registered to you as the Referral Partner and will remain registered to you as long as there continues to be regular sales engagement activities. If there is a lapse in activities for 90 days or greater Authvia, at it’s sole discretion, may deregister the
Referral from your account.
- Referral Partners cannot submit themselves as Referrals for the Referral Partner Program.
- Staff of Authvia, its subsidiaries and its partners are not eligible for this Referral Partner Program.
Commission Payments to You
Subject to the terms herein, as a Referral Partner, you will have the opportunity to earn commission payments in accordance with the terms below:
- For each Referral that enters into an agreement with Authvia for the purchase of our products and/or services (each, a “Referred Customer”), and unless otherwise agreed in writing, Referral Partner will earn a commission of 10% (“Commission”) of the net monthly payments that we receive from each Referred Customer (the “Referred Customer Payments”), payable for up to 36 months from the effective date of an executed agreement between Authvia and Referred Customer, provided such executed agreement with Referred Customer has not expired or otherwise been terminated. Commission payments will auto-renew for an additional 12 month period after the initial 36 months provided you remain an active Referral Partner in the program remain actively involved with the Referred Customer.
- The Referred Customer Payments on which Commission will be paid shall exclude any taxes charged to Referred Customer for the products and services and will be net of any additional expenses incurred by Authvia, including, but not limited to, payments to marketplaces, gateway fees, messaging fees, interchange and card brand assessments, etc.
- Commissions are only paid on Referrals who become Referred Customers while you are a Referral Partner and who become Referred Customers while they are registered to your account.
- Should you have a good faith dispute with any Commission payment made to you under these Terms, you must bring this dispute to our attention within 30 days of receipt of the Commission. In the event no dispute is brought within this period, the Commission paid shall be deemed correct and you shall waive your right to make any claim related to such Commission payment.
- We may offer you additional incentives from time-to-time at our discretion(Incentives) and as agreed in writing.
- We will pay you the applicable Commission within 30 days from the end of each month during the term hereunder, provided no Commission payment shall be made unless Referred Customer Payment is received by Authvia, and only once the Commissions due to you reach a cumulative amount of USD$350.
- If we have agreed to pay you an Incentive, this Incentive will not be paid to you until we have received a minimum of USD$350 in Referred Customer Payments.
- The currency of the Commission and any Incentives we may pay you shall be the same as the currency that the Referred Customer uses to pay for its Authvia products.
- We will pay your Commission and any Incentives as a deposit to your PayPal account, or your approved bank account.
- The Commission and any Incentives shall be inclusive of all applicable taxes and duties and we reserve the right to alter future referral Commission plans and Incentives, at our discretion, at any time. You shall be responsible for any taxes associated with the Commission payable hereunder.
- There are no restrictions on the number of Referrals you may make.
- We reserve the right to disqualify and disregard any Referral that we believe (in our absolute discretion) to be attained through fraudulent, illegal, questionable or other methods that may be in breach of these Terms.
In relation to your role as Referral Partner under the Referral Partner Program, you are required to:
- Introduce to Authvia a minimum of 1 Referral that becomes a Referred Customer per calendar year.
- Act in an orderly and businesslike manner and comply with all applicable laws and regulations.
- Hold, as bare trustee for Authvia, any goodwill generated from your use of our Marks and any intellectual property provided to you or created in relation to the Referral Partner Program or our business.
- Notify us of any suspected infringement of our Marks or any other intellectual property and take such reasonable action as we may direct, at our expense, in relation to such infringement.
- Maintain any proprietary information confidential and protect such information as though it were your own sensitive and proprietary information, but in no event using less than reasonable care. You shall be responsible for any unauthorized disclosure of this information by you or by any third party with whom you might share this information. In your role as Referral Partner you must not:
- Use any of our Marks or other intellectual property we may make available to you except for purposes of this Referral Partner Program, nor cause or permit anything which may damage or endanger our Marks or other intellectual property or our title to it (including assisting or allowing others to do the same). You acknowledge we own all right title and interest in and to the Marks and to any other intellectual property provided to you hereunder.
- Represent that you are acting on behalf of Authvia.
- Negotiate any terms of service or commit us to any contractual obligation without our prior written consent.
- Market our products including via facsimile, telemarketing, spyware, malware, viruses or other forms of marketing in a way which could potentially harm our business, or as may be communicated by us from time to time.
- Make any representations or give any warranties on our behalf to any third parties (except to the extent we may consent to such representations or warranties in writing).
- During the term of this Referral Partner Program and for one (1) year thereafter, directly or indirectly, on behalf of yourself or on behalf of any other entity,(a) induce, solicit, or interfere with, or take any action that would cause any Referred Customer or any other customers of Authvia, to terminate or diminish its relationship with Authvia, and (b) circumvent, avoid, bypass or obviate the rights of Authvia with respect to any Referral and/or Referred Customer, including, but not limited to, attempting to deal directly with any Referral or Referred Customer.
The Term of our Relationship
Either of us may terminate these Terms and your participation in the Referral Partner Program by giving one month prior written notice to the other. We may also terminate these Terms and your participation in the Referral Partner Program immediately should you fail to bring in the minimum number of Referred Customers per calendar year, or should we believe, in our absolute discretion, that you are either in breach of these Terms, that the standing or reputation of our business or products is at risk, or if we believe such termination to be in the best interest of our business generally.
End of our Relationship
Once your participation in the Referral Partner Program ends, you will not be entitled to any further Commissions other than those owed to you at that time in accordance with the terms above. Upon termination of your participation in the Referral Partner Program, you must:
- Remove any and all of our Marks from your website, business premises, stationery and other property within 7 days;
- Cease using any other intellectual property made available to you, including any marketing materials; and
- Return to us any property (including intellectual property) information or materials which we have supplied to you, together with any records relating to your role as Referral Partner that we may reasonably request.
We are not liable (whether in contract, tort(including negligence) or otherwise) for any indirect, incidental, special or consequential damages you may suffer, and any loss of profits, whether director indirect, resulting from you acting in your role as Referral Partner, including, without limitation, lost profits, costs of delay, any failure of delivery, business interruption, loss of database files, or liabilities to third parties arising from any source, even if you have been advised of the possibility of such damages.
We do not make any express or implied warranties with respect to the Referral Partner Program or our products or services, and any use of our products or services by you or your Referrals shall be subject to a separate agreement entered into with Authvia.
You agree to indemnify, defend and hold us, our officers, directors, employees, and agents harmless from and against any and all loss, damage or liability (whether criminal or civil) suffered (including any legal fees and costs incurred by us)resulting from any act or omission made by you as our Referral Partner or any breach by you of these Terms.
These terms replace any other referral program terms that we may have previously entered into.
Other terms and further information:
- Your role as Referral Partner is as our independent contractor. Nothing in these Terms creates a partnership, joint venture, agency, franchise, sales representative, or employment relationship between us.
- If we do not exercise a right we may have under these Terms, it does not mean we are waiving that right.
- You may not transfer your role as Referral Partner, or any of your rights and obligations under these Terms without our prior written consent.
- We reserve the right to amend these Terms from time to time without notice.
- Any notices regarding these Terms will be in writing and may be delivered electronically or sent via certified or registered mail, return receipt requested, or by overnight courier service. Notices to Authvia shall be sent to the address below. Notices to Referral Partner shall be sent to the address in Referral Partner’s registration form. Either party may notify the other in writing of a change in address.
Pay2Day Solutions, Inc.
1730 East Holly Avenue, Suite 765
El Segundo, CA 90245
Attn: Partner Programs
These Terms are governed by the laws of the State of Delaware.