Whereas you, the Referrer, may refer a merchant (the “New Merchant”) to RapidCents to obtain payment processing services; and desiring to be compensated for the referral of the New Merchant to Rapidcents upon the processing of transactions through RapidCents (the “Affiliate Program”), RapidCents hereby affirms its commitment to the Affiliate Program.

It is hereby agreed:

• This Agreement shall not be effective until RapidCents has approved Referrer’s application to the Affiliate Program, as determined by RapidCents in its sole discretion. Notification of approval will be sent to the email address provided during the application process.
• Subject to the terms and conditions outlined in Schedule “A” – Terms and Conditions, RapidCents shall remit the corresponding referral fee (the “Referral Fee”) as indicated in Schedule “B” – Referral Fees for each New Merchant referred to RapidCents.
• This Agreement, which includes Schedule “A” – Terms and Conditions and Schedule “B” – Referral Fees accessible via the Affiliate Portal upon approval of Referrer’s Application, represents the full understanding and agreement between Referrer and Rapidcents. Any and all prior agreements, understandings, representations, and warranties related to RapidCents referral or affiliate programs are hereby terminated and rendered void.

 

Schedule A – 

This Agreement outlines the terms and conditions for participation in the Affiliate Program. All terms not otherwise defined herein shall have the meaning ascribed in the Agreement or the Terms of Service. By engaging in the Program, you agree to be bound by these terms.

 

• Definitions
  • Affiliate Portal – This is the Referrer Portal, a hub for viewing reports and other information related to Referrer’s activities concerning New Merchants, as well as updating contact and banking information. Here, Referrer can easily keep track of their progress and ensure their data is up-to-date.
  • First Touch – The initial introduction of a new merchant to Rapidcents marks the commencement of the merchant discovery process. This is the first step in establishing a successful partnership.
  • Merchant Discovery – The process of becoming a Qualified Active Merchant involves interaction between New Merchants, RapidCents, and Referrers. We are committed to facilitating a professional and efficient onboarding experience.
  • Qualified Active Merchant – The merchant has successfully navigated RapidCents application and underwriting process, resulting in the receipt of their first deposit.
  • Second Touch – Any contact with an existing merchant that Rapidcents is familiar with, while the merchant discovery process is in progress.
  • Touch – RapidCents facilitates the Merchant Discovery process by allowing Referrers to interact with New Merchants. Referrers can do this through the use of a unique URI containing their individual identifier. This helps to ensure a successful connection between Referrer and New Merchant.

 

• Status of Referrer : This Agreement does not create or imply any type of joint venture, partnership, principal-agent, consultancy, contractor or employment relationship between the parties. Unless RapidCents grants Referrer authorization, Referrer will not act, or purport to act, as RapidCents legal representative, or enter into any binding agreements on behalf of RapidCents, nor give the impression of creating any liability for RapidCents.

 

• Referral Fee : Upon RapidCents approval of the New Merchant’s application and the New Merchant becoming a Qualified Active Merchant, the Referral Fee shall be paid. Referrer shall be entitled to only one Referral Fee in respect of any Qualified Active Merchant. In the event that the New Merchant has had a prior account or registration with RapidCents, the New Merchant’s application is rejected, the New Merchant fails to process any valid transactions, is in breach of any agreement with RapidCents, or fails to comply with RapidCents Terms of Service or Acceptable Use Policy, no Referral Fee will be paid. RapidCents shall not be obligated to pay any Referral Fee that is linked to a fraudulent account or fraudulent sales.

 

• Payment : The Referral Fee will be promptly remitted to Referrer via cheque or direct deposit, in the currency indicated on Schedule “B”, within 30 business days of the end of the month following the successful onboarding of a New Merchant as a Qualified Active Merchant. Payment will be made to the address or bank account provided during the Affiliate Program application process.

 

• Collusion : Referrer and New Merchant must not engage in any form of collusion in order to gain an unfair advantage from the Affiliate Program, or any payment from RapidCents. Should RapidCents, at its sole discretion, determine that either party has acted in collusion, the obligation to pay the Referral Fee shall be revoked and any payment already made to Referrer by Rapidcents under this Agreement shall be repaid and considered a valid debt to RapidCents until fully repaid. This clause shall remain in effect even after the termination of this Agreement.

 

• Limitation of Liability : You acknowledge and agree that RapidCents, and any officers, directors, employees, and agents of RapidCents, as well as its vendors, resellers, distributors, and other contractors, shall not be held responsible for any consequential, aggravated, punitive, special, exemplary, incidental, direct or indirect damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses, under any theory or cause of action whether in tort, contract or otherwise, resulting from your participation in the Affiliate Program or any impact on the relationship between you and the New Merchant. This clause shall remain in effect even upon termination of this Agreement.

 

• Indemnification : Referrer agrees to indemnify, defend and hold harmless RapidCents, and the directors, officers, employees, contractors and agents thereof (collectively, the “Indemnified Parties”), with respect to any claim, demand, cause of action, debt or liability, including reasonable lawyer’s fees (collectively, “Claims”), to the extent that such Claims are based on or arise out of

1. Referrer’s breach of any representation, warranty, obligation or covenant under this Agreement; 
2. Referrer’s gross negligence or wilful misconduct; 
3. Any warranty, condition, representation, indemnity or guarantee relating to the Services granted by Referrer to any New Merchant or any other third party; 
4. Referrer’s use of the Services; 
5. Referrer’s breach of any term of this Agreement or the Terms of Service; 
6. Any claim that Referrer’s products or services infringes the intellectual property or other rights of a third party; 
7. The performance, non-performance or improper performance of Referrer’s products or services 
8. Referrer’s relationship with any New Merchant. This section shall survive termination of this Agreement.

 

• Confidentiality : Referrer agrees to keep all Confidential Information pertaining to RapidCents secure and confidential. This includes, but is not limited to, reports and records accessible via the Affiliate Portal, financial and business information, the content of this Agreement, marketing and strategic plans, equipment details, software programs, manuals, maps, customer and client lists, employee information, supplier information, analyses, reports, technologies, processes and operations, compilations, forecasts, studies, lists, summaries, notes, designs, formulae, innovations, techniques, data, patents and trade secrets. Referrer shall not use or reproduce any Confidential Information in any manner. Any disclosure of Confidential Information to competitors of RapidCents or to the public may cause irreparable harm to RapidCents. Therefore, Referrer agrees not to directly or indirectly disclose, allow access to, transmit or transfer any Confidential Information to any person outside of RapidCents, nor shall Referrer use the same for any purpose, without the written consent of RapidCents. Should Referrer be requested or required to disclose Confidential Information to a third party due to a Court order or other demand, Referrer shall provide RapidCents with prompt notice of such request or requirement so that RapidCents may seek an appropriate protective order or other remedy to ensure that the Confidential Information is protected. This obligation to protect Confidential Information shall remain in effect even after termination of this Agreement.

 

• Representations, Warranties and Covenants: Referrer guarantees to RapidCents that they are providing accurate representations and warranties and are committing to upholding their obligations. RapidCents can be assured that Referrer is dedicated to meeting their commitments.

1. The Referrer is expected to conduct themselves with the utmost professionalism and competence at all times.
2. Referrer must adhere to all applicable laws, regulations, and codes issued by any and all relevant governing bodies, including federal, provincial, state, municipal, and local authorities with jurisdiction over Referrer, the Services, or any aspect thereof.
3. The Referrer has not made any statements, either directly or indirectly, to the New Merchant or RapidCents regarding the Services provided by RapidCents.
4. Referrer shall not alter, revise, or add to any of RapidCents forms or promotional materials; the content must remain unchanged.
5. Referrals shall not make any claims, promises, or assurances on behalf of RapidCents; their professional representation is strictly limited to their own experience.
6. The New Merchant must not be serviced by the Referrer on behalf of RapidCents; instead, the Referrer must refer them to RapidCents for all services.
7. The Referrer has no special privileges regarding the New Merchant; they are treated equally.
8. The Referrer must only use the resources available within the Affiliate Portal when recruiting a potential New Merchant.
9. RapidCents reserves the right to exclusively manage the application process for new merchants. All decisions concerning the acceptance of new merchants are at the sole discretion of RapidCents.
10. This Agreement does not grant either party exclusive rights; both Referrer and RapidCents are free to enter into contracts with other entities.

 

• Term of Agreement and Termination : This Agreement shall come into effect upon RapidCents approval of Referrer’s application to participate in the Affiliate Program. RapidCents reserves the right to terminate this Agreement at any time and for any reason, including if Rapidcents suspects collusion between Referrer and the New Merchant, or if any breach of this Agreement or the Terms of Service has occurred. RapidCents also reserves the right to refuse referrals from Referrer and to make changes to Schedule “B” – Referral Fees at any time and for any reason. Referrer acknowledges and agrees that RapidCents may amend this Agreement at any time by posting the amended Agreement on RapidCents website, available at https://rapidcents.com/affiliate-program-agreement/, and such amended Agreement shall become effective on the date of posting. If a significant change is made (as determined by RapidCnets in its sole discretion), RapidCents will provide reasonable notice to Referrer. By continuing to participate in the Affiliate Program after the amended Agreement has been posted, Referrer agrees to and accepts the amended Agreement. If Referrer does not agree to any changes to the Agreement, RapidCents may suspend payment of any Referral Fees, and Referrer must give notice to RapidCents and cease participation in the Affiliate Program.

 

• Governing Law : This Agreement is subject to the laws of the Province of Ontario, and Canada, and any conflicts of laws principles shall be disregarded. The parties hereby agree to irrevocably submit to the exclusive jurisdiction of the courts located in the Province of Ontario, in the judicial centre of Toronto.

 

• Waiver: RapidCents reserves the right to not waive any breach of any provision of this Agreement by the Referrer. This shall not be interpreted as a continuous waiver of any such breach.

 

• Survival: Any clause in this Agreement that explicitly states that it will remain valid after termination or expiration of this Agreement, or that is naturally intended to outlive the termination or expiration of this Agreement, shall remain in effect.

 

• Additional Guidelines : Referrer is subject to any applicable rules or guidelines that may govern endorsements, referrals, or testimonials in their jurisdiction(s). As a participant in the Affiliate Program, Referrer agrees to comply with any additional regulations that may be applicable to them. RapidCents is committed to ensuring Referrer’s compliance with all relevant laws and regulations.

 

• Assignment : This Agreement and its terms and provisions shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, successors, assigns, and legal representatives. RapidCents reserves the right to assign this Agreement without prior notice or consent from Referrer. Any attempt by Referrer to assign or transfer this Agreement or any of its rights or obligations without the written consent of RapidCents, which shall be provided or withheld in RapidCents sole discretion, shall be deemed null and void.

 

• Severability: Should any provision of this Agreement be deemed invalid, illegal, or unenforceable, it shall be severed from this Agreement, and the Agreement shall remain in full force and effect without said provision.