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Effective Date 08/14/2023

Referral Program Terms and Conditions

Authvia Referral Program Terms

These Authvia Referral Program Terms (referred to as “Terms” or “Agreement”) are entered into between Pay2Day, Inc., doing business as Authvia (“Authvia,” “we,” “us,” or “our”) and the party identified on the online application form (“Referral Partner” or “you”). This Agreement becomes effective upon the date you submit and Authvia accepts your application (the “Effective Date”).

If you are accepting 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 constitute a binding and enforceable obligation against the company in accordance with the terms herein.

‍Introduction

The Authvia Referral Program (referred to as the “Referral Partner Program”) enables Referral Partners to receive financial compensation by referring potential customers to Authvia. Authvia and Referral Partner aim to establish closer product, process, and go-to-market strategies to enhance their overall offerings and deliver solutions to mutual customers.

Appointment

You are appointed as our non-exclusive Referral Partner under the Referral Partner Program to market our products and services to third parties. As a Referral Partner, you are authorized to:

  • Market and promote our products to prospective customers.
  • Refer prospective customers and opportunities to us as Referrals.
  • Use our name, logo, and trademarks (“Marks”) strictly in your capacity as a Referral Partner. We grant you a limited, revocable, non-exclusive, and non-transferable license to use and display our Marks.
Referrals

You may introduce Referrals to Authvia in accordance with the following terms:

  • To notify Authvia of a Referral, the Referral Partner must complete the Referral Registration Form. Authvia will respond to the notice within five (5) business days, accepting or rejecting the Referral. The Referral will be rejected if Authvia fails to respond within the specified time. Authvia has the discretion to accept or reject a Referral. Authvia is not obligated to pay any Commission on Referrals not accepted.
  • Once Authvia accepts a Referral, that account will be registered to the Referral Partner as described in this Agreement. However, if there is no activity with the Referral for ninety (90) days or more, Authvia may, at its sole discretion, deregister the Referral from the Referral Partner’s account.
  • Referral Partners cannot submit themselves or their subsidiaries as Referrals for the Referral Partner Program.
Commission Payments to You

As a Referral Partner, you have the opportunity to earn commission payments based on the following terms:

  • For each Referral that enters into an agreement with Authvia to purchase our products and services (referred to as “Referred Customer”), and unless otherwise agreed in writing, the Referral Partner will earn a commission of 10% (“Commission”) of the Net Revenue received by Authvia from each Referred Customer (“Referred Customer Payments”).
  • The Commission is payable for up to 36 months from the effective date of the executed agreement between Authvia and the Referred Customer (“Referral Commission Period”), provided the agreement has not expired or been terminated. Commission payments will auto-renew for an additional 12-month period after the initial 36 months if the Referral Partner remains active and involved with the Referred Customer.
  • “Net Revenue” refers to the total charges paid by Referred Customers to Authvia, minus the “Cost Recovery” expenses incurred or reserved for by Authvia for products and services provided to Referred Customers. For example, for standard monthly Authvia subscriptions, there is a Cost Recovery fee of $0.03 for each Conversation billed to Referred Customers. “Conversation” means communication between Authvia and an end-user of a customer for the purposes of obtaining a payment, an approval, or to capture a card or payment credential, or other predefined outcomes available via the Authvia platform. Conversations may include interactions with payment gateways, token services, the Authvia Wallet service, multiple SMS or other messages, HTML page interactions, and other platforms required to fulfill the objectives of the Conversation.
  • Authvia will make Commission payments quarterly within 30 days following the end of each calendar quarter, provided the cumulative Commission amount due is equal to or exceeds $150. If the cumulative Commission amount due is below $150, Authvia may, at its discretion, accrue the Commission until it reaches the minimum threshold.
  • In the event of any dispute regarding Commission payments, either party must notify the other party in writing within 30 days of the payment due date. The parties will work together in good faith to resolve the dispute promptly.
Obligations of the Referral Partner

As a Referral Partner, you agree to fulfill the following obligations:

  • Actively market Authvia products and services to both new and existing customers during the entirety of this Agreement. Marketing shall include but not be limited to:
  • Partnership Press Releases, blog posts, LinkedIn announcements, and newsletters. Announcements on your website and in-product via pop-ups, banners, or other tools focused on existing customers.
    • Inclusion of Authvia’s capabilities in outbound marketing programs to new and existing opportunities. For example, market text-based payments as a standard capability in presentations, demos, videos, etc. The goal is to have 100% awareness of these capabilities across your ecosystem.
    • Education of internal staff, including sales and account management, support, product, and executives, initially and on a continued basis, about Authvia products and services and the Authvia relationship.
    • Integration into all marketplaces, portals, consoles, and other merchant-facing interfaces. We recognize that these integrations may need to be joint exercises and prioritized by Authvia and Referral Partner’s teams.
  • Comply with all applicable laws and regulations in your marketing activities and representations.
  • Maintain the confidentiality of Authvia’s proprietary information and protect it from unauthorized disclosure.
  • Not make any unauthorized representations or warranties on behalf of Authvia.
  • Promptly provide Authvia with any information reasonably requested for the performance of this Agreement.
Term and Termination
  • This Agreement will commence on the Effective Date and will continue for an initial term of one year, and will automatically renew for one year terms thereafter unless terminated by either party at least 60 days prior to the expiration of the initial term or any subsequent renewal term.
  • Either party may terminate this Agreement for a material breach by the other party, provided the breaching party has failed to cure the breach within 60 days of receiving written notice specifying the breach.
  • Upon termination of this Agreement, you must cease using our Marks and promptly return or destroy any confidential information obtained during the term.
  • Termination will not affect any accrued rights or liabilities of either party.
Liability and Indemnification
  • To the extent permitted by applicable law, neither party will be liable to the other for any indirect, incidental, special, or consequential damages arising from or in connection with this Agreement.
  • We do not make any express or implied warranties with respect to 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 harmless Authvia and its affiliates, directors, officers, employees, agents, successors, and assignees from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with your acts or omissions under this Agreement.
Product and Process Integrations

Authvia and Referral Partner will collaborate on product and process integrations to provide a cohesive, integrated solution, and value proposition to joint customers, and to streamline and accelerate sales, account setup, solution delivery, billing, and service. These efforts may include:

  • Coordination on marketing and go-to-market strategies to promote joint offerings.
  • Authvia and Referral Partner will establish regular strategic discussions and collaboration to align product roadmaps and enhance joint solutions.
  • Joint development of technology solutions and integrations that combine Authvia and Referral Partner products to enhance functionality and user experience.
  • Sharing of technical resources, knowledge, and expertise to ensure seamless integration and interoperability between Authvia and Referral Partner platforms and delivery processes.
  • Referral Partner will exclusively offer Authvia as their recommended SMS and email-based payment, and card capture, partner in the US and Canada.   

Miscellaneous

  • The Referral Partner is an independent contractor and will not be deemed an employee, agent, or representative of Authvia.
  • 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 or email 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
      Email: sales@authvia.com
  • This Agreement is governed by and construed in accordance with the laws of Delaware.
  • This Agreement constitutes the parties’ entire understanding and agreement concerning the subject. It supersedes any prior or contemporaneous agreements or understandings relating to such subject matter, whether oral or written.

This Agreement is entered into using an online agreement by you and Authvia. Once submitted and approved you will receive a fully executed digital copy for your records.