Unified Payments
Affiliate Terms of Service

Last updated: April 1, 2024

These Unified Payments Affiliate Terms of Service (these “Terms”) govern the provision of Pay Services (defined below) between Refersion Inc., a New Jersey corporation (“Refersion”) and the entity or individual which accepted these Terms while enrolling in the Pay Services as an affiliate of a Merchant (“Affiliate”) or otherwise.  

Entering these terms is required in order to enable Affiliate to receive payments from Permitted Merchant(s) (as defined below) using the Pay Services for Affiliate’s referral, marketing and/or other services.  The “Pay Services” are payment services provided by Refersion for its Permitted Merchants and permitted Affiliates who register for such Pay Services and are approved by Refersion’s Payment Partner. The Unified Payments Pay Services are integrated into the Refersion platform and provide Permitted Merchants the ability to pay permitted Affiliates for approved Transactions (as defined in the General TOS). For permitted Affiliates, commissions earned for approved Transactions from Permitted Merchants utilizing the Pay Services will be deposited into a single Affiliate Unified Payments Wallet across all Permitted Merchants such Affiliate works with, for Payouts. The Pay Services also include functionality to collect and transmit tax reporting information and automatically generates and files IRS Form 1099 when sufficient income levels are reported based on the tax data supplied by permitted Affiliates through IRS Forms W-9 or W-8 Series.  

These Terms, and Affiliate’s use of the Pay Services, are subject to Refersion’s Terms of Service located at https://www.refersion.com/terms/ and its incorporated documents, like Pantastic’s Privacy Policy located at https://pantastic.com/privacy-policy (collectively, “General TOS”).  These Terms form part of the “Agreement” between Refersion and Affiliate.  For the avoidance of doubt, the terms applicable to “Affiliate” apply to Affiliate under these Terms.  To the extent of any conflict between the General TOS and these Terms, these Terms control.  This Agreement is effective as of the date you register for an online Unified Payments account with Refersion.  If you are accepting these Terms on behalf of an entity, you represent and warrant that (i) you have full legal authority to bind Affiliate to this Agreement; (ii) you have read and understood the Terms and (iii) you agree, on such entity’s behalf, to the Terms.

AFFILIATE ACKNOWLEDGES THAT IT HAS READ THESE TERMS, UNDERSTANDS THE TERMS, AND AGREES TO BE BOUND BY THE TERMS, AND REPRESENTS THAT THE PERSON ACCEPTING THESE TERMS ON ITS BEHALF (IF APPLICABLE) IS AUTHORIZED TO DO SO.

1. DEFINITIONS.  Capitalized terminology not defined in these Terms have the meanings given to them in the General TOS. The following capitalized terms have these meanings wherever used in these Terms:

1.1 Fee Schedule” refers to the fees set forth in Section 4.7 herein.

1.2 Payment” means payment of funds from one or more Merchant Unified Payments Wallets into Affiliate’s Unified Payment Wallet.

1.3 “Payment Partner” means the third-party service provider that will, either directly or through its designated vendors, provide payment services as part of the Pay Services, and on instruction from Refersion, will transfer funds from applicable Merchant Unified Payment Wallets to applicable Affiliate Unified Payment Wallets; hold funds in Affiliate Unified Payments Wallets and initiate Payout using the approved payment method directed by such Affiliate. Payment Partner will also provide reporting and generate and file 1099 forms for Affiliates as described further herein.

1.4 “Payment Partner Services” means that portion of the Pay Services provided by the Payment Partner.

1.5 “Payout” means a payment to an Affiliate’s preferred payment destination from its Affiliate Unified Payments Wallet via Affiliate’s preferred payment method, as requested by such Affiliate or, if not requested prior, initiated on or about the 30th day after Payment.

1.6 “Permitted Merchant” means a Merchant enrolled in Refersion’s Pay Services and who contracts with Affiliate for referral, marketing and/or other services.

1.7 “Refersion Dashboard” means the Refersion Marketplace, an online, interactive display or functionality made available directly by Refersion for use with the Pay Services.

1.8 “Unified Payments Wallet” refers to the digital wallet used by the Payment Partner to store funds for use for the Pay Services.  A Unified Payments Wallet may refer to the Unified Payments Wallet to be established to hold funds for an Affiliate following a Payment from a Permitted Merchant until Payout and be referred to as an Affiliate Unified Payments Wallet or the Unified Payments Wallet to be established to hold funds from a Permitted Merchant prior to the making of a Payment to an Affiliate Unified Payments Wallet and be referred to as a Merchant Unified Payments Wallet.

2. PAY SERVICES
Refersion will make available to Affiliate, as part of the Services (as defined in the General TOS), the Pay Services, which provide additional functionality facilitating Payouts.  Affiliate may use the Pay Services with any Permitted Merchant which has enabled Unified Payments, subject to Affiliate’s acceptance of these Terms and approval by the relevant Payment Partner.  The Pay Services may include the administrative tax documentation relating to Payments and Payouts and the initiation and processing of Payments and Payouts for Affiliates.

Affiliates will be able to receive payments from any Permitted Merchant that has enabled Unified Payments but each Affiliate must accept the terms and conditions applicable to such Permitted Merchant’s affiliate program.  Once the Affiliate has been onboarded onto the Pay Services, Permitted Merchant (and not Refersion) may authorize and initiate Payment transactions and other related activities through the Permitted Merchant’s Refersion Dashboard.

3. LICENSE.

3.1 Grant of Rights. Refersion hereby grants Affiliate a non-exclusive, non-transferable, revocable right to use Pay Services, specifically to view reports issued by the Pay Services, to view and access payment history and to receive Payouts, through the Refersion Dashboard.  All rights not expressly granted to Affiliate are reserved by Refersion, the Payment Partner, Refersion’s licensors and Refersion’s other service providers.

3.2 Restrictions.  Affiliate’s use of the Pay Services remains subject to the restrictions found in the General TOS, including Refersion’s Acceptable Use Policy incorporated therein.

4. TERM.
As between Refersion and Affiliate, these Terms shall remain in place until terminated.  Either Affiliate or Refersion may terminate these Terms at any time with immediate effect.  Refersion may terminate these Terms by disabling Affiliate’s access to the Pay Services.

5. PAYMENT SERVICES.

5.1 Scope of the Payment Partner’s Role.  The Pay Services will require the use of the services of the Payment Partner, who will provide, either directly or through its authorized agents, subcontractors, third party payment processing agents, payment partners, licensed money transmitters, third-party platforms and other third-party service providers (the “Payment Partner Providers”) Payments, Payouts and other aspects of the Pay Services.  In connection with the provision of the Pay Services, Payment Partner, either directly or through its Payment Partner Providers, (a) onboards both Permitted Merchants and permitted Affiliates, (b) performs the identity and financial checks needed for the Payment Partner’s designated Know Your Business (KYB) / Know Your Customer (KYC) processes, (c) creates and manages all Unified Payments Wallets for both Permitted Merchants and Affiliates, (d) initiates and orchestrates the  transfer of funds into each Permitted Merchant’s Merchant Unified Payments Wallet, (e) moves funds from such Permitted Merchant’s Merchant Unified Payments Wallet into the Affiliate Unified Payments Wallets of its respective Affiliates at the direction of Refersion, (f) issues Payouts , (g) collects certain transaction fees from both Permitted Merchants and Affiliates in connection with the movement of funds in and out of the Unified Payments Wallets in accordance with the Fee Schedule and (h) performs other tasks reasonably related to the foregoing. With respect to the Payment Partner, the Pay Services require Affiliate to agree to form a direct contractual relationship with the Payment Partner under contractual terms presented by the Payment Partner (the “Payment Partner Terms”).  Affiliate’s agreement to such Payment Partner Terms is evidenced by Affiliate clicking a button (stating a phrase such as “Accept” or “Yes”) or checking off a checkbox adjacent to equivalent phrasing or otherwise affirmatively assenting to enrollment in the Pay Services for use with the Payment Partner. The Affiliate may, from time to time, be presented with terms of service or privacy policies for individual Payment Partner Providers.  In such case, the Affiliate will be required to agree to such terms of service or privacy policies by clicking a button (stating a phrase such as “Accept” or “Yes”) or checking off a checkbox adjacent to equivalent phrasing or otherwise affirmatively assenting to such terms of service or privacy policies in order to use the Pay Services. For the avoidance of doubt, Affiliate is not a third-party beneficiary of any of Refersion’s Agreements with the Payment Partner.  Payment Partner Terms are not controlled by Refersion and may be amended or updated from time to time by the controlling Payment Partner.  Enrollment in and the use of the Pay Services require assent to the Payment Partner Terms presented by Refersion and/or the Payment Partner to Affiliate during the enrollment process, as well as any future Payment Partner Terms that the Payment Partner may require Affiliate to agree to in order to maintain such Affiliate’s ability to use the Pay Services (collectively, the “Payment Partner Contracts”).  Affiliate’s use of the Pay Services remains subject to the Payment Partner Contracts as amended or updated.  Additionally, the Payment Partner may enforce the terms of these Terms and any applicable Payment Partner Contracts directly against Affiliate. From time-to-time, Refersion may add or remove a Payment Partner at any time by posting the change on the Refersion Dashboard or elsewhere on the Pay Services; provided, however, that Refersion will use commercially reasonable efforts to assist Affiliate with the transition of the Pay Services affected by such removal or addition of any new Payment Partner or Refersion’s internal platform, as applicable.  For the avoidance of doubt, there is no requirement that all of the Pay Services be provided by the same provider.

5.2 Scope of Refersion’s Role.  It is solely Affiliate’s responsibility to determine if the Pay Services will meet Affiliate’s own internal, legal and regulatory requirements related to the processing of Payments and Payouts.  Any portion of the Pay Services related to the management, processing or transmission of payments or funds or the provision of any payment intermediary-related services  are provided by Payment Partner, and not by Refersion. Therefore, Refersion shall not be liable to Affiliate with respect to any and all costs, liabilities or damages arising or resulting from Payment Partner Services. To further clarify, Refersion does not store Affiliate’s full account number, hold Affiliate’s funds or otherwise take any action which may constitute acting as a payment intermediary or originator.  The Payment Partner Services do require the storage of sensitive information, including, in some cases, full account numbers by certain Payment Partners.  For the avoidance of doubt, Refersion is not a bank, savings and loan association, regulated financial institution or money transmitter.  Refersion forwards payment instructions to the Payment Partner who then coordinates any fund transfers required to complete Payment, Payout and other transactions associated with the Pay Services, either directly or through its Payment Partner Providers.

5.3 Restricted Jurisdictions.  The Pay Services are not available in any jurisdictions that are subject to United States sanctions as established and maintained by the U.S. Office of Foreign Asset Control from time to time, or by applicable law in any jurisdiction the Pay Services operates.  Regardless of the use of the Pay Services in any non-sanctioned jurisdiction, all transactions must be conducted in United States dollars.  The Pay Services do not include, and these terms do not apply to, the receipt of mailed checks or virtual prepaid or credit card payments that may be facilitated by the Payment Partner in other circumstances.

5.4 Payment Transactions. Payment transactions are solely between Affiliate and the applicable Permitted Merchant(s). Refersion is not a party to these transactions, whether as custodian, escrow agent, fiduciary or otherwise. Payment from the Merchant Unified Payments Wallets to Affiliate Unified Payments Wallets occurs on the second Tuesday of each month.  Payment to Affiliate Unified Payment Wallets will only occur if the transaction funding the applicable Permitted Merchant’s Merchant Unified Payments Wallet was successful.  Applicable Affiliates will be notified of any delay in availability of funds in applicable Affiliate Unified Payments Wallets caused by unsuccessful funding of applicable Merchant Unified Payments Wallets. Affiliate acknowledges that it is solely responsible for the data Affiliate inputs or causes to be inputted into the Pay Services, and that Refersion conducts no independent verification of such data, including with respect to Affiliate’s compliance with the terms of Affiliate’s agreements with Permitted Merchant(s).

5.5 Payout Transactions. Payouts may be initiated by the Affiliate through the Payment Partner within thirty (30) days of Payment via Affiliate’s preferred payment method of the options offered by Payment Partner.  If such Payout is not initiated by Affiliate within thirty (30) days of Payment, Payout will be automatically initiated  via Affiliate’s preferred payment method on or about the thirtieth (30) day after Payment. Each Payout may take up to three (3) business days for processing. Refersion is not a party to these transactions, whether as custodian, escrow agent, fiduciary or otherwise.  In all cases, Payouts are subject to fees as set forth in the Fee Schedule.

5.6 Payment Disputes.  Neither Refersion nor any Payment Partner is obligated to resolve disputes between a Permitted Merchant and an Affiliate with respect to the transactions for which Payments are initiated using the Pay Services. It is solely the responsibility of Affiliate and its Permitted Merchant(s) to determine the rights, responsibilities and remedies regarding the transactions for which payments are initiated via the Pay Services, including but not limited to offer, acceptance, passing of title, examination of goods or any other matters related to the sale or lease of goods or services.  Affiliate must fully exhaust all legal processes and remedies in any dispute with applicable Permitted Merchants prior to seeking any recourse against Refersion or any other party hereunder.  Notwithstanding the foregoing, Affiliate agrees to provide Refersion or any of the applicable Payment Partners with any requested information regarding the status and/or resolution of any such dispute regarding Payments or Payouts.

5.7 Independent, Direct Relationships.  Affiliate acknowledges and agrees that by using the Pay Services, it has a separate commercial relationship with each of (a) Refersion, Inc., pursuant to these Terms and (b) each Payment Partner (pursuant to the applicable Payment Partner Contracts entered into between such Payment Partner and Permitted Merchant related to the Pay Services).  Affiliate agrees that Refersion is not responsible for the Payment Partner’s performance under the Payment Partner Contracts.

5.8 Fee Schedule.  The Pay Services are subject to certain transaction fees for the Permitted Merchants.  There is a fee of $1.00 per transaction for any Payout, whether such Payout is requested by Affiliate or generated automatically in accordance with Section 5.5.

5.9 Fee Increases.  The fees for the Pay Services are as outlined in the above Fee Schedule and may be updated from time to time.  Additionally, from time to time, the Payment Partner may adjust the fees applicable to Refersion for the Pay Services, including due to increases in its own third-party costs.  In the event of such fee increases, Refersion may determine, in its sole discretion, that it is appropriate to adjust the fees for the Pay Services.  Refersion will use commercially reasonable efforts to advise the Affiliate in advance of any such fee increases, with as much notice as is reasonably practicable.

5.10 Onboarding. In general, Affiliate must onboard with the Pay Services in accordance with the Payment Partner’s onboarding processes.  The following description summarizes certain aspects of the onboarding process, but is qualified in its entirety by the Payment Partner’s onboarding process and requirements and the applicable Payment Partner Contracts.  If Affiliate is unable to complete the onboarding process, due to failure to validate identity or otherwise, there is no liability to Refersion or to any Payment Partner for such failure.

1. Payout Transactions. Through the Pay Services, Affiliate can designate the method of Payout via any applicable option offered by the Payment Partner.  To the extent that such method is through the Automated Clearing House (“ACH”), if applicable, or through the mechanism otherwise selected by the Affiliate, Affiliate agrees to transfers for the purposes of:
   1. receiving Payouts from such Affiliate’s Affiliate Unified Payments Wallet; 
   2. paying transaction fees as described in the Fee Schedule; and
   3. for other reasons as provided in these Affiliate Terms of Service.
2. Information Provided to Payment Partner.  When Affiliate registers with the Payment Partner, such Payment Partner may ask for information about Affiliate’s business, including but not limited to: name, business name, address, phone number, email address, tax identification number, website address, business model, and any supporting documentation that such Payment Partner deems necessary in its reasonable discretion (such as copies of government-issued identification, proof of licensing, proof of financial condition, business policies, and other business or identification documentation).  Payment Partner may also ask Affiliate for information about such Affiliate’s beneficial owner(s), controller, and authorized representative, including but not limited to: name, date of birth, tax identification number or equivalent, and any supporting documentation that Payment Partner deems necessary in its reasonable discretion. Affiliate acknowledges and agrees that such information may be shared by Payment Partner with its applicable Payment Partner Providers in order to provide the Payment Partner Services as described herein. Affiliate’s ability to use the Pay Services is subject to the satisfactory review of the provided information by the Payment Partner and such Payment Partner’s approval. Affiliate represents and warrants that any information that Affiliate provides to the Payment Partner or to Refersion about Affiliate’s business and beneficial owner(s) is accurate and complete and that Affiliate will keep this information up to date at all times. Failure to do so may result in termination of the Pay Services and the Agreement.
3. Accuracy of Information.  Affiliate is solely responsible for providing accurate and complete data as required or requested by Refersion or any Payment Partner for the purposes of providing the Pay Services. 

5.11 Establishment of Affiliate Unified Payments Wallet.  Affiliate agrees that Refersion may submit instructions to Payment Partner to establish its Affiliate Unified Payments Wallet; to charge for any applicable fees for the Pay Services as described in the Fee Schedule; and to conduct other activities relating to the Affiliate Unified Payments Wallet required by the provision of the Pay Services.  Notwithstanding the foregoing, Refersion provides solely information to the Payment Partner in accordance with these Terms and the Payment Partner, either directly or through the Payment Partner Providers, is the entity which receives instructions and controls the Unified Payments Wallets and the flow of funds throughout the Pay Services.  An Affiliate Unified Payments Wallet is created upon initial acceptance of these Terms by the Affiliate and enabled for use upon approval of the Affiliate by the Payment Partner. If Affiliate believes that any Payment into the Affiliate Unified Payments Wallet or any Payout is incorrect, Affiliate must contact Refersion via the Refersion Dashboard’s customer service contact methods or [email protected].  Refersion will consider all requests in a timely manner on a case-by-case basis, provided that requests must be received within five (5) calendar days of such transaction.  For the avoidance of doubt, to the extent that Refersion submits instructions to the Payment Partner, it is doing so solely on behalf of the Affiliate.

5.12 Refused and Delayed Payments or Payouts.  Refersion and/or any Payment Partner may refuse to initiate a Payout or a Permitted Merchant’s Payment to any Affiliate or otherwise decline, restrict or otherwise limit the ability of Affiliate to use the Pay Services in their respective reasonable discretion and the risk management policies of Refersion and such Payment Partner, which may be amended from time to time. Refersion will use commercially reasonable efforts to provide notice promptly if it decides to refuse to initiate a Payment or Payout.  In addition, Refersion and/or a Payment Partner may delay, decline, restrict or otherwise limit any Payment or Payout in its sole discretion for any of the following reasons:

1. based on Affiliate’s perceived risk and history with Refersion;
2. as required by law or court order;
3. during investigation and resolution of any dispute related to Affiliate’s account with Refersion;
4. failure of the Affiliate to comply with these Terms or the Payment Partner Contracts;
5. determination that the risk associated with the Affiliate or the Affiliate’s activities poses an unacceptable risk to Refersion, a Payment Partner or any of their respective users;
6. to secure the performance of Permitted Merchant’s payment obligations under such Permitted Merchant(s) agreement(s) with Refersion; and/or
7. as otherwise permitted under these Terms or applicable law.

5.13 Routine Business Operation Reviews.  The Payment Partner may request, and Affiliate agrees to provide, information about the Affiliate’s business, operations, funds flows, and/or integration with the Pay Services. Refersion and the Payment Partner each independently reserves the right to reassess the eligibility of the Affiliate for the Pay Services at any time. Refersion or the Payment Partner, at their respective individual discretion, may immediately suspend or terminate the provision of any of the Pay Services, including in the event that either Refersion or the Payment Partner determines, in their respective sole discretion, and based on any of the review processes described in these Terms, that Affiliate has become ineligible for any of the Pay Services.

5.14 Returned Transactions. Payment Partner and its financial institution partners may return Payouts for various reasons such as, but not limited to, invalid bank routing number, invalid bank account number, remittance address is not correct, inability to identify an account. Refersion will use commercially reasonable efforts to provide Affiliate with notice of returned Payouts. Affiliate agrees that Refersion shall not have any liability for any such returned payments of Payouts. Unless otherwise directed, Refersion will void such payments.

6. TAX SERVICES.

6.1 Generally. The Pay Services automatically generate and file IRS Forms 1099 based on tax data supplied by Affiliates through IRS Forms W-9 or W-8 Series.

6.2 Scope of Refersion’s role.  It is solely Affiliate’s responsibility to determine if the tax services included with the Pay Services will meet its needs.  Any portion of the Pay Services related to the creation and processing of tax forms, processing or submission of tax forms to applicable tax authorities or the provision of any tax intermediary-related services (the “Tax Partner Services”) are provided by applicable Payment Partners, and not by Refersion. As part of the Tax Partner Services, Payment Partner may be under legal or regulatory obligations to maintain documentation actually filed with taxing authorities for a period of time that may outlast Affiliate’s use of the Pay Services, the Services in general, or any contractual relationship between Affiliate and Refersion.  Affiliate acknowledges and understands that the terms under which it obtains the Tax Partner Services from the Payment Partner are contained in applicable Payment Partner Contracts.  To further clarify, the Pay Services do not include tax advice, tax form preparation and submission or the storage of any information contained in tax forms.  Therefore, Refersion shall not be liable to Affiliate with respect to any and all costs, liabilities or damages arising or resulting from Tax Partner Services. 

6.3 Onboarding.  Affiliate must configure the Tax Partner Services in accordance with the Payment Partner’s onboarding processes.  The specific onboarding requirements are determined solely by the Payment Partner, but generally involve the submission of information necessary to create the tax forms applicable to Affiliate based on the applicable Permitted Merchant and Affiliate’s legal statuses under applicable law.  Payment Partner shares information provided to it about the Affiliate and, if applicable, associated directors, with Refersion as part of the Pay Services, including names, addresses, phone numbers, email addresses, incorporation information and employer identification numbers.  However, information shared with Refersion does not include social security numbers of any individuals.

6.4 Withholding.  The Pay Services do not currently support tax withholding.

6.5 Ongoing Responsibilities.  It is the sole responsibility of the Affiliate, not Refersion, to determine what, if any, taxes apply to Payouts, and to collect, report and remit the correct tax to the appropriate tax authority. Affiliate will be solely responsible for contingencies and maintaining required reserves for the collection, reporting and remitting of the correct tax.  Refersion is not a tax or legal advisor and is not responsible for determining whether taxes apply to Payouts and at what rate, or for collecting, reporting or remitting any taxes arising from any Payouts other than as authorized by Permitted Merchants or Affiliates, as applicable.

6.6 No Liability for Delays; Inaccuracies.  Refersion is not liable for any delays or inaccuracies resulting from actions or omissions of Payment Partner or Permitted Merchants, that may result in late payments or failed payments of taxes.  Affiliate, not Refersion, is solely liable for any penalties, fines, interest or any charges imposed on Affiliate by the IRS or any other applicable taxing authority.  Affiliate acknowledges that Refersion does not independently verify and is not responsible for the accuracy of the tax forms or tax data supplied by Affiliate or by Permitted Merchant(s).

7. REPRESENTATIONS AND WARRANTIES. 

7.1 Affiliate represents and warrants, on an ongoing basis, that:

1. it is responsible for all activity occurring under Affiliate’s account;
2. all information and documentation it provides in connection it use of the Pay Services are accurate, up-to-date and truthful; 
3. it is, on an ongoing basis, reviewing all information relating to Transactions, Payments and Payouts provided in the Refersion Dashboard and all emails pertaining to the Pay Services;
4. it will abide by all applicable U.S. local, state, and federal laws and regulations and international treaties in connection with Affiliate’s use of Pay Services, including, without limitation, those related to financial transactions, money laundering, trade and other sanctions, export controls, data privacy, communications, export or import of data and the transmission of technical, personal or other data.
5. it is Affiliate’s sole responsibility to ensure that any and all authorizations, approvals, transaction data or other information required to enable Affiliate to use, and to continue to use, the Pay Services shall be true, correct and complete in all respects. Such information shall include but is not limited to account information or other information relating to Payouts; and
6. that any persons who authorize receipt of settlement using the Pay Services on Affiliate’s behalf or who make any updates to settings and configurations in its account with Refersion are duly authorized by Affiliate to perform such duties (each, an “Authorized Person”). Affiliate must promptly notify Refersion and the Payment Partner if there are any changes with respect to the persons who are Authorized Persons, including but not limited to any such changes which would result in Affiliate’s breach or alleged breach of any term, covenant, condition, representation, warranty or agreement with Refersion or any agreement related to the Pay Services. For any actions taken by individuals using Affiliate’s login credentials, Affiliate agrees that Refersion is entitled to rely on Affiliate’s representation that such individuals are Authorized Persons.

7.2 Affiliate will:

1. notify Refersion immediately of any unauthorized use of any password or account or any other known or suspected breach of security, via email to [email protected]; 
2. report to Refersion any conduct by a Permitted Merchant that is known or suspected by Affiliate of being fraudulent or unlawful;
3. review any reports relating to Pay Services generated by Refersion.Affiliate acknowledges and agrees that Affiliate is prohibited from:

7.3 Affiliate acknowledges and agrees that Affiliate is prohibited from:

1. using the Pay Services for any fraudulent, unlawful, deceptive, or abusive purposes; 
2. using the Pay Services in any manner intended to harm a Permitted Merchant, another Affiliate, a Payment Partner, Refersion, or any third party; 
3. circumventing any intended limitations for any feature of the Pay Services as communicated by the Payment Partner or Refersion; 
4. using the Pay Services in a manner inconsistent with any developer documentation, integration guidance, or other technical, policy, or other requirements communicated by Refersion or a Payment Partner, whether on the website of Refersion or a Payment Partner, as applicable, each as may be updated from time to time; 
5. using the Pay Services in violation of any guidance regarding restricted activities communicated by Refersion or a Payment Partner, whether on the website of Refersion or a Payment Partner, as applicable, each as may be updated from time to time; 
6. using the Pay Services to conduct transactions for personal, family, or household purposes; 
7. replicating and/or reselling the Pay Services by offering and/or enabling any third party to access the Pay Services through the Refersion Dashboard or otherwise;
8. making available or using the Pay Service for the benefit of any country, organization, entity, or person embargoed or blocked by any government, including those on the sanctions lists maintained by the U.S. Office of Foreign Asset Control; 
9. engaging in transactions related to or in furtherance of the following activities:
   1. sale or purchase of illegal goods, including but not limited to stolen goods, illegal or controlled substances, and substances that pose a risk to consumer safety;
   2. marijuana-related businesses (including but not limited to manufacturers, dispensaries, and those engaged in the business of marketing, buying, growing, selling, or otherwise promoting medical or recreational marijuana);
   3. illegal services, including but not limited to counterfeit services, illegal gambling, Ponzi or pyramid schemes, and money laundering;
   4. adult entertainment, including but not limited to escort services, encounter clubs, and pornographic products and services;
   5. debt collection, relief, or counseling;
   6. gun sellers and firearm or ammunition sales;
   7. unlicensed or unregistered Money Services Businesses, as that term is defined at 31 C.F.R. 1010.100(ff) and under corresponding state regulations;
   8. white-label ATM services; 
   9. promotion of hate, violence, harassment, or abuse; or 
   10. attempting any of the foregoing.

8. AFFILIATE DATA.

8.1 Refersion does not own any data, information or material that Affiliate submits to or inputs to Refersion in the course of using Pay Services (“Affiliate Data”); provided, however, that Refersion may anonymize and aggregate Affiliate Data and use the resulting information for any purpose consistent with the General TOS.  These Terms only apply to Affiliate Data as between Refersion and Affiliate, not Affiliate and Permitted Merchant.  Affiliate Data may be subject to the terms of any agreement(s) between Affiliate and Permitted Merchant(s), and such agreements.

For the avoidance of doubt, Refersion does not receive any routing numbers or account credentials with a financial institution from Affiliates.  However, Refersion may receive excerpted or partial identifying information for purposes of providing the Pay Services (such as verifying Affiliate’s information during support inquiries).

8.2 Affiliate, not Refersion, shall have sole responsibility for the accuracy and intellectual property ownership or right to use of all Affiliate Data, and, to the extent permitted by applicable law, Refersion shall not be responsible or liable for the deletion, correction, destruction, damage, or loss of any Affiliate Data by Refersion, a Permitted Merchant or otherwise. While these Terms are in effect, Affiliate grants Refersion the right to use tax forms, tax documentation and related data pertaining to Payouts for any legal compliance purpose.

8.3 Upon termination, Refersion and the Payment Partner may retain Affiliate Data for any legal purpose, including as required by the Payment Partner Contracts, applicable law, the General TOS or the Refersion Privacy Policy.

9. WARRANTY DISCLAIMERS. EXCEPT AS PROVIDED IN THESE TERMS, REFERSION MAKES NO REPRESENTATIONS, WARRANTIES, OR GUARANTIES WITH RESPECT TO THE PAY SERVICES OR ANY OTHER SERVICES OR PRODUCTS PROVIDED HEREUNDER. REFERSION DOES NOT REPRESENT OR WARRANT THAT:

9.1 THE USE OF PAY SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA,

9.2 THE PAY SERVICES WILL MEET AFFILIATE’S REQUIREMENTS OR EXPECTATIONS,

9.3 ANY STORED DATA WILL BE ACCURATE OR RELIABLE, OR

9.4 THE PAY SERVICES WILL BE AVAILABLE AT ALL TIMES, ERROR-FREE OR DEFECT-FREE OR THAT ANY SUCH ERRORS OR DEFECTS WILL BE CORRECTED.

THE PAY SERVICES ARE PROVIDED STRICTLY ON AN “AS IS” BASIS. REFERSION DISCLAIMS ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. REFERSION’S PAY SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. REFERSION IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

10. INDEMNIFICATION. Affiliate shall defend, indemnify, and hold harmless Refersion against any third party claim, suit, or proceeding arising out of or related to the Affiliate’s alleged or actual use of, misuse of, or failure to use the Pay Services.

11. LIMITATION OF LIABILITY.

11.1 Dollar Cap.  EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT (INCLUDING THE SERVICES (AS GOVERNED BY THE GENERAL TOS) AND THE PAY SERVICES) WILL NOT EXCEED $300.  

11.2 Exclusion of Consequential Damages.  IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THE AGREEMENT.

11.3 Clarifications and Disclaimers.  The limits in this Section 11 apply: (i) to liability for negligence; (ii) regardless of the form of action, whether in contract, tort, strict product liability, or otherwise; (iii) regardless of the foreseeability of the damages or any advance notice of their possibility; and (iv) even if these remedies fail of their essential purpose.  If applicable law limits the application of the provisions of this Section 11, liability will be limited to the maximum extent permissible.

12. DISPUTES.  These Terms are governed solely by the internal laws of the State of California, without reference to: (a) any conflicts of law principle that would apply the substantive laws of another jurisdiction to the parties’ rights or duties; (b) the 1980 United Nations Convention on Contracts for the International Sale of Goods; or (c) other international laws.  The parties consent to the personal and exclusive jurisdiction of the federal and state courts of the city and county of San Francisco, California.

13. GENERAL PROVISIONS.

13.1 Modifications.  The terms and conditions relating to the modification of the Services and the General TOS shall apply to these Terms in the same manner described in the General TOS.

13.2 Additional Documentation. Affiliate must execute and deliver any such additional documents, instruments, conveyances, and assurances and take such further actions as may be required to carry out the provisions hereof and give effect to the transactions contemplated hereby.

13.3 Severability. If any term or provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction it shall not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction.

13.4 Acceptance.  Affiliate’s agreement to these Terms is evidenced by Affiliate clicking on a button (stating a phrase such as “Accept” or “Yes”) or checking off a checkbox adjacent to equivalent phrasing, or otherwise affirmatively assenting to enrollment in the Pay Services.

13.5 Independent Authority. Nothing herein shall be construed to create a joint venture or partnership between the parties hereto or an employer/employee or agency relationship. Neither party hereto shall have any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other party or to bind the other party to any contract, agreement, or undertaking with any third party. Nothing in these Terms shall be deemed or construed to enlarge the fiduciary duties and responsibilities, if any, of Refersion or any of its affiliated entities.

13.6 E-mail Notifications. Affiliate consents to receiving e-mail notifications regarding Payouts and the Pay Services. Such e-mail notifications will include a link to the Refersion Dashboard. The Affiliate may not opt out of such e-mail notifications, as such e-mail notifications are required for the proper functioning of the Pay Services.

13.7 Contact.  In addition to the contact information provided above and in the Agreement, Affiliate may contact Refersion with any Pay Services-related issues or questions by contacting Refersion at [email protected].