Terms & Conditions
Overview
These Sidglo Partnerships Terms and Conditions (“Terms”) govern participation to Sidglo Hub and apply to any entity or individual (“Referral Partner”) that has entered into a Hub Agreement with Sidglo LLC (“Sidglo”). These Terms are incorporated by reference into the applicable Hub Agreement and form a binding part thereof as if fully set forth therein. In the event of any conflict between these Terms and the Hub Agreement or the applicable Schedule A, the Hub Agreement and Schedule A shall control.
Sidglo reserves the right to modify, update, or replace these Terms from time to time. When material changes are made, Sidglo will (1) update the “Last Updated” date at the top of this page, and (2) use commercially reasonable efforts to provide advance notice prior to such changes taking effect. Notice may be provided via email and/or through the Sidglo Hub dashboard (if and when available).
Referral Partner’s continued participation in the Program after the effective date of any updates constitutes acceptance of the revised Terms. Notwithstanding the foregoing, updates may become effective immediately where necessary to comply with applicable law or regulatory requirements, or as a result of changes to Sidglo’s products, services, or program structure.
Definitions
Sidglo helps merchants and others (hereinafter “Clients”) establish merchant accountsand obtain point of sale software and hardware in order to accept credit, debit,and ACH payments as well as helps Clients receive other merchant relatedservices and products (collectively, the “Sidglo Program”).
Referral Partner works with Clients in the course of its business that would benefit from having access to the Sidglo Program. Accordingly, Referral Partner desires to refer Clients to Sidglo for application to the Sidglo Program. Inreturn, Sidglo desires, subject to the terms set forth herein, that Referral Partner be (1) authorized to market the Sidglo Program, and (2) compensated for such referrals.
For the purposes of these Terms, “Referral Partner” refers to the individual or legal entity that has entered into a Hub Agreement with Sidglo. Where the Referral Partner is a legal entity, this term shall also include all of its officers, directors, shareholders, employees, independent contractors, agents, affiliates, and any other party acting on its behalf, directly or indirectly, regardless of any subsequent change in ownership, divestiture, disassociation, or employment status.
1. Obligations of Referral Parnter
1.1 Referral Partner will use their best efforts to solicit prospective Clients to become clients of Sidglo and participate in the Sidglo Program. Referral Partner agrees not to market any services like those contained in the Sidglo Program to Clients for, or on behalf of, any other companies engaged in businesses similar to that of Sidglo.
In addition, it is agreed that:
a) Any and all promotional materials disseminated and/or published by Referral Partner must be approved by Sidglo in advance of Referral Partner’s dissemination of the materials.
b) Referral Partner agrees not to market the Sidglo Program and/or the credit cardprocessing services offered by Sidglo to merchants engaged in a business thatv iolates federal, state, or local laws, with the only exception being licensed cannabis retailers, growers, processors, and brands.
2. Terms of Agreement
2.1 The initial term of the Hub Agreement shall be one year. Thereafter, the Hub Agreement shall be automatically renewed for successive one-year periods, unless terminated by Sidglo or if Referral Partner gives written notice of termination to Sidglo at least thirty (30) days prior to the desired termination date. Termination shall be effective immediately upon notice being given by Sidglo to Referral Partner. Sidglo may terminate the Hub Agreement for any breach of Referral Partner’s duties and obligations under the Hub Agreement.
2.2 The Hub Agreement shall terminate immediately upon the occurrence of any one of the following:
a) Termination of Sidglo, its processors and/or its sponsor banks of operations.
b) Referral Partner’s violation of Sidglo Policies.
c) Referral Partner’s conviction of a crime.
d) Sidglo becoming aware of information that Referral Partner or its representatives are employed in practices that involve elements of criminal activity, fraud or conduct that may be deemed to be potentially injurious to Sidglo, its partners, its processors and sponsor banks, or any of the credit card associations involved in the Sidglo Program.
e) Referral Partner (1) becomes insolvent; (2) fails to pay its debts or perform its obligations in the ordinary course of business as they mature; (3) becomes the subject of any voluntary or involuntary proceeding in bankruptcy, liquidation, dissolution, receivership, attachment or composition for the benefit of creditors.
f) Referral Partner’s submission of a 30-day notice with intent to terminate.
2.3 Upon termination of the Hub Agreement, Referral Partner shall return all physical and/or digital property provided to it by Sidglo and shall no longer use any promotional materials identifying Sidglo.
2.4 Referral Partner acknowledges that Sidglo may refuse to work with or may terminate an existing working relationship with any Client which fails to comply with Sidglo Policies.
2.5 Sidglo may reject Referral Partner request to work with a specific Client if (1) the Client is already a client of Sidglo or any of its subsidiaries, partners or affiliates; (2) Sidglo or any of its subsidiaries, partners or affiliates have directly solicited the Client within a six month period immediately preceding the date on which Referral Partner submitted the request or if Sidglo is engaged in active discussions with such Client; (3) the Client engages in a prohibited activity as described in section 1.1 b; (4) Sidglo, in its sole discretion, is otherwise not interested in working with the potential Client.
3. Expenses & Compensation
3.1 Referral Partner shall be responsible for payment of all expenses relating to its performance under the Hub Agreement. Sidglo shall have no obligation to reimburse Referral Partner for any expenses incurred by Referral Partner in connection with the Hub Agreement.
3.2 Sidglo agrees to pay Referral Partner a commission based upon the total amount of net revenue it receives from the services provided to Clients who participate in the Sidglo Program as a result of Referral Partner’s efforts (hereafter the “Referral Partner Portfolio”) in accordance with the terms set forth in the Schedule A to the Hub Agreement. Referral Partner agrees and understands that Sidglo shall have no obligation to pay Referral Partner unless Sidglo itself receives such corresponding revenue from the services provided to Clients.
3.3 Referral Partner shall have sixty (60) days from the receipt of any payment to notify Sidglo in writing of any error. If Referral Partner does not provide such notice within the sixty (60) day period, the payment shall be deemed correct and accepted in full, and Sidglo’s accounting shall be final and binding. Referral Partner may not thereafter contest the amount or seek reimbursement for any discrepancies.
3.4 For Referral Partners who are actively managing or servicing Client accounts, Sidglo recognizes the right of Clients to receive optimal service. If a Client notifies Sidglo that they are dissatisfied with the service provided by their assigned Referral Partner and, due to such service concerns, requests reassignment to a different Referral Partner, Sidglo will honor that request. In such cases, all future commissions from that Client will be attributed to the newly designated Referral Partner as of the effective date of reassignment. This provision is intended to encourage and maintain a high standard of service to Clients.
3.5 Sidglo may at any time sell or merge its business or its Client portfolio. In the event Sidglo chooses to exercise this option, it will, at its own discretion, either (1) negotiate a one-time buyout for Referral Partner at the time of such transaction or (2) facilitate a transition plan so that Referral Partner may continue to receive compensation from the successor entity.
3.6 Referral Partner understands and agrees that the Referral Partner Portfolio is the sole property of Sidglo and may not be sold, pledged, transferred, or otherwise assigned without the prior written consent of Sidglo.
3.7 Referral Partner may not assign, delegate, or otherwise transfer the Hub Agreement, in whole or in part, without the prior written consent of Sidglo, and any attempted assignment without such consent shall be void.
4. Certain Post Termination Rights
4.1 No termination of the Hub Agreement affects any Client agreement that is in effect as of the time of such termination, and Referral Partner may not solicit any Client to terminate or otherwise interfere with their participation in the Sidglo Program for any reason following termination of the Hub Agreement.
4.2 So long as Referral Partner is not in default of the Hub Agreement and has not been terminated on account of fraudulent activity or gross negligence, termination of the Hub Agreement will not affect any commission payments due to Referral Partner as outlined in Section 4.3.
4.3 In the event the Hub Agreement is terminated, Referral Partner shall receive commission payments each month in connection with the Clients contained within the Referral Partner Portfolio in accordance with the terms set forth in the Schedule A to the Hub Agreement, provided that Sidglo receives a minimum of $100.00 (USD) per month in connection with the services rendered to the Referral Partner Portfolio.
4.4 Notwithstanding Sections 4.2 and 4.3, if the Hub Agreement is terminated pursuant to Section 2.2 (a)-(e) or due to any material breach of the Hub Agreement, Sidglo may, at its sole discretion, immediately cease payment of any commissions, whether accrued or not yet paid, and shall have no further payment obligation to Referral Partner. Sidglo may also suspend payment of commissions in the event of a breach without terminating the Hub Agreement.
5. Relationships of the Parties
5.1 It is expressly agreed to and understood that Sidglo and Referral Partner are, in all respects, independent parties to a contract. The Parties understand and agree that each are engaged in the operation of their own respective business, that neither Party shall be considered to be the employer or employee of the other party for any purpose and that Sidglo does not exercise supervision or control over ReferralPartner other than as set forth in this Agreement.
5.2 No Party is to be considered to be the agent or legal representative of the other. Referral Partner shall not attempt to (1) bind Sidglo to any contract or agreement, (2) incur any obligation on behalf of Sidglo, (3) release, assign or transfer any agreement, claim, security or any other asset of Sidglo, (4) borrow or lend any money in the name of Sidglo, or (5) submit to any claim or liability related to client agreements or allow judgment to be taken or confessed against Sidglo.
6. Indemnification
6.1 Referral Partner agrees to indemnify, defend, and hold harmless Sidglo, its employees, and agents from and against any loss, liability, damage, penalty, or expense (including attorneys’ fees and cost of defense) they may suffer or incur as a result of (1) any failure by Referral Partner or any employee or agent of Referral Partner to comply with the terms of the Hub Agreement; (2) any warranty or representation made by Referral Partner to Sidglo being false or misleading; or (3) any representation or warranty made by Referral Partner or any employee or agent of Referral Partner to any third party other than as specifically authorized by the Hub Agreement.
6.2 Sidglo agrees to indemnify, defend, and hold harmless Referral Partner, its employees and agents from and against any loss, liability, damage, penalty, or expense (including attorneys’ fees and cost of defense) they may suffer or incur as a result of any failure by Sidglo or any employee or designated agent to comply with the terms of the Hub Agreement. Sidglo shall have no liability to provide indemnification hereunder to the extent any loss, liability, damage, penalty, or expense (including attorneys’ fees and cost of defense) is caused or contributed to by Referral Partner or any employee or agent of Referral Partner.
6.3 Each party shall promptly notify the other of any claim or threat of claim of which such party becomes aware and that may give rise to a request for indemnification under this Section.
7. Amendments
7.1 No provision of the Hub Agreement may be amended, modified, or waived except by a written agreement signed by Sidglo and Referral Partner.
8. Waiver
8.1 No term or provision of the Hub Agreement shall be deemed waived, and no breach excused, unless such waiver or consent is in writing and signed by the party claimed to have waived or consented. Any consent by any party to, or waiver of, a breach by the other party, whether express or implied, shall not constitute consent to, waiver of, or excuse of any different or subsequent breach.
9. Confidentiality
9.1 The Parties expressly acknowledge that the data and other information to which the Parties and their employees and agents have access in connection with the negotiation, performance, and administration of the Hub Agreement have commercial value and are proprietary to the respective Parties and the Clients.
9.2 The Parties each agree that they will not use for their own purposes, will not disclose to any third party, and will retain in strict confidence all information and data belonging to or relating to the business of the other (including, without limitation, the terms of the Hub Agreement), and that each Party will safeguard such information and data using the same degree of care and discretion that it uses to protect its own confidential information.
9.3 All information relating to Clients is confidential information. No Party will be obligated to maintain the confidentiality of information: (1) if it is required to be disclosed in performing its obligations under the Hub Agreement or under a third-party contract; (2) that is or becomes part of the public domain through no act of the receiving Party in breach of the Hub Agreement; (3) that was in the possession of the receiving Party prior to its disclosure under the Hub Agreement and can be demonstrated as such; (4) that is received from another source without restriction on use or disclosure; or (5) that is required to be disclosed by applicable law.
9.4 Referral Partner shall not publicly discuss or comment on, in any form or medium, the Sidglo Program, the Hub Agreement, or any other matters relating to Sidglo, including but not limited to statements to the press, blogs, social media, or websites, without the prior written consent of Sidglo, which may be granted or withheld in Sidglo’s sole discretion.
10. Non-Competition
10.1 During the term of the Hub Agreement and for a period of three years after the Hub Agreement is terminated, Referral Partner agrees not to attempt to directly or indirectly clone, reverse-engineer, or model any portion of Sidglo’s technology and proprietary systems, including its applications, programs, approval systems, risk management, customer service, and settlement procedures. This restriction includes, but is not limited to, any applications, internal platforms, software tools, or operational processes that are part of or derived from the Sidglo Program.
10.2 Further, Referral Partner agrees not to attempt to transact any business with any of Sidglo’s financial institutions, credit card processors, business contacts, contractual counterparties, partners, customers, affiliates, or principals unless (1) Referral Partner is already transacting with such parties at the time of entering into the Hub Agreement, or (2) Referral Partner has obtained prior written consent from Sidglo.
10.3 Without prior written consent, Referral Partner shall not (1) solicit or provide services to any Client; (2) solicit or otherwise cause any Client to terminate its participation in the Sidglo Program or any associated relationship with Sidglo; or (3) solicit or market services to any Client that is already directly or indirectly working with Sidglo, whether or not such services are provided under the Hub Agreement. This Section shall survive for a period of five years following any termination of the Hub Agreement.
10.4 Referral Partner agrees that the terms of the foregoing covenants are reasonable and understands that, due to the competitive nature of the business and the need for confidentiality, non-circumvention, and non-competition obligations are necessary and enforceable.
11. ACH Authorization
11.1 Referral Partner authorizes Sidglo to initiate ACH credit and debit entries to the bank account designated by Referral Partner for payment purposes (the “Authorized Account”). Referral Partner agrees that all payments from Sidglo will be made to the Authorized Account based solely on the information provided by Referral Partner.
11.2 Referral Partner represents and warrants that all banking and payment information provided to Sidglo is accurate, complete, and current. Referral Partner is solely responsible for maintaining and updating such information. Sidglo shall not be responsible for any payment errors, delays, or misdirected funds resulting from inaccurate, incomplete, or outdated information provided by Referral Partner.
11.3 Sidglo processes ACH transactions in accordance with NACHA Operating Rules. Referral Partner agrees to comply with such rules and acknowledges that Sidglo is not liable for delays or errors caused by Referral Partner’s failure to maintain accurate account information.
11.4 If an ACH debit initiated by Sidglo is returned due to insufficient funds (NSF), Referral Partner agrees to the following:
a) Sidglo may retry the debit up to two (2) additional times.
b) A $25.00 NSF fee may be applied per failed attempt.
c) A 1.5% daily interest charge may be applied to overdue balances.
d) Sidglo may suspend payouts or services until outstanding amounts are resolved.
Sidglo reserves the right to recover any outstanding balances through legal action or third-party collection, including recovery of attorneys’ fees and related enforcement costs.
11.5 This authorization shall remain in effect until revoked by Referral Partner upon at least ten (10) business days’ prior written notice. Revocation of this authorization does not relieve Referral Partner of any payment obligations incurred prior to the effective date of revocation.
11.6 By providing banking information to Sidglo, Referral Partner confirms that such information is accurate and authorizes Sidglo to initiate and process ACH credit and debit entries to the Authorized Account in accordance with these Terms.
12. Notices
12.1 All notices and other communications under the Hub Agreement shall be in writing and shall be deemed to have been duly given when (1) delivered by hand, (2) sent by email (with receipt confirmed), or (3) when received by the addressee if sent by Express Mail, Federal Express, or other express delivery service (with receipt requested), to the applicable addresses set forth in the Hub Agreement or to such other addresses as a party may designate by notice to the other party.
If to Sidglo
Email: support@sidglo.com
Mail: Atn: Sidglo Legal. 201 S. Biscayne Blvd FL 28, MiamiFL, 33131
13. Sevcerability
13.1 The invalidity of any paragraph or subparagraph hereof shall not affect the validity any other paragraph or subparagraph hereof.
14. Section Headings
14.1 The section headings contained in the Hub Agreement are for convenience only and shall not affect the meaning or interpretation of the Hub Agreement.
15. Governing Law
15.1 The Hub Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to conflicts of law principles. If either Party is determined to have breached the Hub Agreement, then the non-defaulting Party shall be entitled to recover expenses incurred in enforcing the provisions of the Hub Agreement, including reasonable attorneys’ fees and costs.
15.2 Any dispute, claim, or controversy arising out of or relating to the Hub Agreement shall be brought exclusively in the state or federal courts located in Miami-Dade County, Florida, and each Party irrevocably submits to the personal jurisdiction of such courts. The Parties waive any right to a trial by jury in any action, proceeding, or counterclaim arising out of or relating to the Hub Agreement.
