Sidglo Partnerships
HUB Agreement
This Agreement is between Sidglo LLC (inclusive of its Affiliates, “Sidglo,” “we” or “us”) and either the entity you accept this Agreement on behalf of, or you in your individual capacity, as applicable (in either case, “Referral Partner,” “you” or “your”). Please read these terms carefully as they govern your rights and obligations under the Sidglo Program.
We reserve the right to modify, update, or change this Agreement from time to time; provided that when we make any material changes to this Agreement, we will (1) update the Version Date at the top of this page; and (2) use commercially reasonable efforts to provide you with reasonable advance notice before the updates take effect. Sidglo may provide such notifications to you via email and/or through the posting of such notice on your Sidglo Hub dashboard (if/when applicable).
You acknowledge and agree that your continued participation in Sidglo Partnerships after the effective date specified in any such updates constitutes your agreement to the updated Agreement. Notwithstanding the foregoing, changes will become effective immediately if such changes are necessary to comply with Applicable Laws (as defined herein) or are a result of changes to Sidglo's product offerings.
Overview
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.
Definitions
For the purposes of this Agreement, “Referral Partner” refers tothe individual or legal entity entering into this Agreement with Sidglo. Wherethe Referral Partner is a legal entity, this term shall also include all of itsofficers, 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 On an exclusive basis, Referral Partner will use their best efforts to solicitprospective Clients to become clients of Sidgloand participate in the Sidglo Program. Referral Partner agrees not tomarket any services like those contained in the Sidglo Program to Clients for, oron 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 ReferralPartner must be approved by Sidglo in advance of Referral Partner’sdissemination of the materials.
b) ReferralPartner agrees not to market the Sidglo Program and/or the credit cardprocessing services offered by Sidglo to merchants engaged in a business thatviolates federal, state, or local laws, with the only exception being licensedcannabis retailers, growers, processors, and brands.
2. Terms of Agreement
2.1The initial term of this Agreement shall be one year. Thereafter, thisAgreement shall be automatically renewed for successive one-year periods,unless terminated by Sidglo or if Referral Partner gives written notice oftermination to Sidglo at least thirty (30) days prior to desired terminationdate. Terminationshall be effective immediately upon notice being given by Sidglo to ReferralPartner. Sidglo may terminate this Agreement for any breach of ReferralPartner’s duties and obligations under this Agreement.
2.2 This Agreementshall terminate immediately upon the occurrence of any one of thefollowing:
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 orconduct that may be deemed to be potentially injurious to Sidglo, its partners,its processors and sponsor banks, or any of the credit card associationsinvolved in the Sidglo Program.
e) Referral Partner (1) becomes insolvent; (2) fails to pay its debts or perform itsobligations in the ordinary course of business as they mature; (3) becomes thesubject of any voluntary or involuntary proceeding in bankruptcy, liquidation,dissolution, receivership, attachment or composition for the benefit ofcreditors.
f) Referral Partner’s submission of a 30-day notice with intent to terminate.
2.3 Upon terminationof this Agreement, Referral Partner shall return all physical and/or digitalproperty provided to it by Sidglo and shall no longer use any promotionalmaterials identifying Sidglo.
2.4 Referral Partner acknowledges that Sidglo may refuse to work with or mayterminate an existing working relationship with any Client, which fails tocomply with Sidglo Policies.
2.5 Sidglo may reject Referral Partner request to work with a specific Clientif (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 oraffiliates have directly solicited the Client within a six month periodimmediately preceding the date on which Referral Partner submitted the requestor if Sidglo is engaged in active discussions with such Client; (3) the Clientengages in a prohibited activity as described in section 1.1 b; (4) Sidglo, inits sole discretion, is otherwise not interested in working with the potentialClient.
3. Expenses & Compensation
3.1 Referral Partnershall be responsible for payment of all expenses relating to its performance ofthis Agreement. Sidglo shall have no obligation to reimburse Referral Partnerfor any expenses incurred by Referral Partner in connection with this Agreement.
3.2 Sidglo agrees to pay Referral Partner a commission based upon the totalamount of net revenue it receives from the services provided to Clients who participatein the Sidglo Program as a result of Referral Partner’s efforts (hereafter the“Referral Partner Portfolio”) in accordance with the terms set forth in theSchedule A of this Agreement. Referral Partner agrees and understands thatSidglo shall have no obligation to pay Referral Partner unless Sidglo itselfreceives such corresponding revenue from the services provided to Clients.
3.3 Referral Partner shall have sixty days from the receipt of any payment tonotify Sidglo in writing of any error. If Referral Partner does not providesuch notice within the sixty‑day period, the payment shall be deemed correctand accepted in full, and Sidglo’s accounting shall be final and binding.Referral Partner may not in the future contest the amount or seek reimbursementfor 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 Clientnotifies Sidglo that they are dissatisfied with the service provided by their assigned Referral Partner and, due to such service concerns, requestsreassignment to a different Referral Partner, Sidglo will honor that request.In such cases, all future commissions from that Client will be attributed tothe newly designated Referral Partner as of the effective date of reassignment.This provision is intended to encourage and maintain a high standard of serviceto Clients.
3.5 Sidglo may at any time sell or merge its business or its Client portfolio. Inthe event Sidglo chooses to exercise this option, it will, at its owndiscretion, either (1) negotiate a one-time buyout for Referral Partner at thetime of the buyout or (2) facilitate a transition plan so that Referral Partnermay continue to get paid compensation by the successor company.
3.6 Referral Partner understands and agrees that Referral Partner Portfolio is thesole property of Sidglo and cannot be sold, leveraged, or otherwise assignedwithout the explicit consent of Sidglo.
3.7 Referral Partner may also not assign, delegate, orotherwise transfer this Agreement, in whole or in part, without the priorwritten consent of Sidglo, and any attempted assignment without such consentshall be void.
4. Certain Post Termination Rights
4.1 No termination ofthis Agreement affects any Client agreement that is in effect as of the time ofthe termination of this Agreement, and Referral Partner may not solicit anyClient to terminate or interfere with their existing participation in theSidglo Program for any reason after the termination of this Agreement.
4.2 So long as Referral Partner is not in default of thisAgreement and has not been terminated on account of fraudulent activity orgross negligence, no termination of this Agreement will affect any commissionpayments due to Referral Partner as outlined in paragraph 4.3 of thisAgreement.
4.3 In the event this Agreement is terminated, Referral Partner shall receivecommission payments each month in connection with the Clients contained withinReferral Partner’s Portfolio in accordance with the terms set forthin the Schedule A of this Agreement, provided that Sidglo receives aminimum of $100.00 (USD) per month in connection with the services rendered tothe Referral Partner Portfolio. 4.4Notwithstanding Sections 4.2 and 4.3, if this Agreement is terminated pursuantto Section 2.2 (a)-(e) or due to any material breach of this Agreement, Sidglomay, at its sole discretion, immediately cease payment of any commissions, whetheraccrued or not yet paid, and shall have no further payment obligation toReferral Partner. Sidglo may also suspend paymentof commissions in the event of a breach without terminating this Agreement.
5. Relationships of the Parties
5.1 It is expresslyagreed to and understood that Sidglo and Referral Partner are, in all respects,independent parties to a contract. The Parties understand and agree that eachare engaged in the operation of their own respective business, that neither Partyshall be considered to be the employer or employee of the other party for anypurpose 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 theother. Referral Partner shall not attempt to (1) bind Sidglo to any contract oragreement, (2) incur any obligation on behalf of Sidglo, (3) release, assignortransfer 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 orliability related to client agreements or allow judgment to be taken orconfessed against Sidglo.
6. Indemnification
6.1 Referral Partneragrees to indemnify, defend, and hold harmless Sidglo, its employees, andagents from and against any loss, liability, damage, penalty or expense(including attorneys' fees and cost of defense) they may suffer or incur as aresult of (1) any failure by Referral Partner or any employee or agent ofReferral Partner to comply with the terms of this Agreement; (2) any warrantyor representation made by Referral Partner to Sidglo being false or misleading;or (3) any representation or warranty made by Referral Partner or any employeeor agent of Referral Partner to any third person other than as specificallyauthorized by this Agreement.
6.2 Sidglo agrees to indemnify, defend, and hold harmless Referral Partner, itsemployees and agents from and against any loss, liability, damage, penalty orexpense (including attorneys' fees and cost of defense) they may suffer orincur as a result of any failure by Sidglo or any employee or designated agentto comply with the terms of this Agreement. Sidglo shall have no liability toprovide indemnification hereunder to the extent any loss; liability, damage,penalty or expense (including attorneys' fees and cost of defense) is caused orcontributed to by Referral Partner or any employee or agent of ReferralPartner.
6.3 Each party shall promptly notify the other of any claim or threat of claimof which such party becomes aware and that may give rise to a request forindemnification under this section.
7. Amendments
7.1 No provision ofthis Agreement, may be amended, modified, or waived except by a writtenagreement signed by Sidglo and Referral Partner.
8. Waiver
8.1 No term orprovision of this Agreement shall be deemed waived, and no breach excused,unless such waiver or consent shall be in writing and signed by the partyclaimed 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 constituteconsent to, waiver of, or excuse of any different or subsequent breach.
9. Confidentiality
9.1 The Partiesexpressly acknowledge that the data and other information to which the Partiesand their employees and agents have access in connection with the negotiation,performance and administration of this Agreement have commercial value and areproprietary to the respective Parties and the Clients.
9.2 The Parties each agree that it will not use for its own purposes, will notdisclose to any third party, and will retain in strictest confidence allinformation and data belonging to or relating to the business of the other(including without limitation the terms of this Agreement), and that each partywill safeguard such information and data by using the same degree of care anddiscretion that it uses to protect its own confidential information.
9.3 All information relating to Clients is confidential Information. No party willbe obligated to maintain the confidentiality of information: (1) if it isrequired to reveal in performing its obligations under this Agreement or undera third party contract, (2) that is or becomes within the public domain throughno act of the disclosing party in breach of this Agreement, (3) was in thepossession of the disclosing party prior to its disclosure under thisAgreement, and the disclosing party can prove that, (4) received from anothersource that has no restriction on use or disclosure, or (5) is required to bedisclosed by state or federal law.
9.4 Referral Partner shall not publicly discuss or comment on, inany form or medium, the Sidglo Program, this Agreement, or any other mattersrelating 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 this Agreement and for a period of threeyears after this Agreement is terminated, Referral Partner agrees not toattempt to directly or indirectly clone, reverse-engineer or model any portionof Sidglo’s technology and proprietary system, including its applications,programs, approval systems, risk management, customer service and settlementprocedures. This restriction includes, but is notlimited to, any applications, internal platforms, software tools, oroperational processes that are part of or derived from the Sidglo Program.
10.2 Further, Referral Partner agrees not to attempt to transact any businesswith any of Sidglo’s financial institutions, credit card processors, businesscontacts, contractual privies, partners, customers, affiliates, or principalsunless (1) Referral Partner is already transacting with the aforementionedparties at the time of signing this Agreement; or (2) written consent fromSidglo.
10.3 Without prior written consent, Referral Partner shall not cause or permit(1) to solicit or provide services to any Client (2) to solicit or otherwisecause any Client to terminate its participation in the Sidglo Program or anyassociated relationship with Sidglo; or (3) to solicit or market services toany Client that is already directly or indirectly working with Sidglo, whetheror not such are provided under the terms of this Agreement. This section shallsurvive for a period of five years following any termination of this Agreement.
10.4. Referral Partner agrees that the terms of the aforesaid covenants arereasonable and understands that, due to the competitive nature of the businessand the need for confidentiality, non‑circumvention and non‑competitionobligations are necessary and enforceable.
11. Notices
11.1 All notices, andother communications under this Agreement shall be in writing and shall bedeemed to have been duly given when (1) delivered by hand, (2) sent by email(receipt confirmed) or (3) when received by the addressee, if sent by Express Mail,Federal Express or other express delivery service (receipt requested) to eachat the appropriate addresses, set forth below or to such other addresses as aparty 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
12. Sevcerability
12.1 The invalidityof any paragraph or subparagraph hereof shall not affect the validity any otherparagraph or subparagraph hereof.
13. Section Headings
13.1 The sectionheadings contained in this Agreement are for convenient reference only andshall not in any way affect the meaning or interpretation of this Agreement.
14. Governing Law
14.1 This Agreement shall be governed by and construed in accordance with the lawsof the State of Florida, without regard to conflicts of law principles. Ifeither Party is determined to have breached this Agreement, then the non‑defaultingparty shall be entitled to recover expenses incurred in enforcing theprovisions of this Agreement, including reasonable attorneys’ fees and costs.
14.2 Any dispute, claim, or controversy arising out of or relating to this Agreementshall be brought exclusively in the state or federal courts located in Miami‑DadeCounty, Florida, and each Party irrevocably submits to the personaljurisdiction of such courts. The Parties waive any right to a trial by jury inany action, proceeding, or counterclaim arising out of or relating to thisAgreement.
