These Relay Partner Program Terms (the “Agreement”) are between You (“Referral Partner”) and Relay Financial Technologies Inc. (“Relay”). Relay provides a software platform that provides automated financial management and online banking products and services for business customers (“Relay Offering”). You may only participate in the Relay Partner Program if You are (a) an accountant or bookkeeping firm; (b) have a US-registered business; or (c) you have an existing account with Relay. If you do not meet these criteria You are not permitted to participate in the Relay Partner Program. Where you meet the participation criteria, Relay is willing to grant You rights to promote the Relay Offering to Prospective Customers, defined below, to earn a commission as set out herein, for the different types of accounts generated by You upon the condition that you accept all terms contained in this Agreement. Please read the terms carefully.
As used in this Agreement, the following capitalized terms have the following meanings:
“Approved Account” means a Referred Account that (i) is approved by Relay to accept funds and engage in financial transactions and (ii) remains approved by Relay’s compliance team in its sole discretion.
“Funded Account” means an Approved Account that (i) has activity in the account, containing a a minimum ten thousand United States dollars ($10,000.00 USD); (ii) is approved and remains approved by Relay’s compliance team in its sole discretion; and (iii) is created as a result of Referral Partner’s promotional activities under this Agreement.
“Referred Account” means a prospective account with Relay owned by any (a) entity or (b) any sole proprietorship utilizing a tradename or “doing business as” designation that: (i) does not have an existing or former business relationship with Relay; (ii) that has completely filled out the Relay registration process via any of the following means: (a) a custom link, (b) through the Relay Offering by clicking the “Add Client” button, (c) through working with the applicable Relay Account Manager to connect the Prospective Customer with Relay; and (iii) is created as a result of Referral Partner’s promotional activities under this Agreement.
“Revenue” means any interest earned from an Approved Account or a Funded Account.
“Prospective Customers” means Referral Partner clients introduced to the Relay Offering through Referral Partner marketing, promotion, and referral activities undertaken by Referral Partner under this Agreement.
2.1 Support. Relay shall provide reasonable commercial and marketing assistance and materials to Referral Partner to assist Referral Partner in its sales and marketing endeavors pursuant to this Agreement.
2.2 Referral Pathway. Relay will provide Referral Partner with a custom link through which Prospective Customers can sign up for the Relay Offering.
3.1 General. If you are entering into this Agreement not as an individual but on behalf of your company, then “You” or “Customer” means your company and you are binding your company to this Agreement. Your acceptance of these terms represents that you have the authority to bind your company to these terms. Where you are entering into this agreement on behalf of a company or other legal entity and your subscription allows for access by authorized employees or contractors, you may accept this Agreement on behalf of all such employees and contractors provided (a) you have authority to do so and to bind each of them to the terms and conditions of this Agreement; and (b) you hereby represent and warrant that all employees and contractors are aware of these terms and conditions and have agreed to comply fully therewith as a condition of access and use.
3.2 Scope and Appointment. Referral Partner can refer Prospective Customers to Relay through either (a) sharing the custom link provided by Relay with Prospective Customer; (b) using the “Add Client” button on the end-user facing portal of Relay’s Offering; or (c) work with a Relay Account Manager to connect your Prospective Customer. Referral Partner shall use commercially reasonable efforts to market and promote the Relay Offering to Prospective Customers.
3.4 Marketing Materials. Any marketing materials that Referral Partner seeks to use in connection with the Relay Offering and which are not provided to Referral Partner directly by Relay shall be provided to Relay for approval no less than ten (10) business days in advance of any such use, which Relay may withhold in its sole discretion. Relay’s failing to provide approval or denial of such use within such ten (10) business day period may be treated as having been approved by Referral Partner.
3.5 Appointment. Referral Partner shall conduct itself in a manner that reflects favourably on Relay, the Relay Offering, and Relay’s business, products and services, goodwill, and reputation, and shall not knowingly make false or misleading representations or warranties or omissions with respect to Relay its business or the Relay Offerings. Nor shall Referral Partner act or communicate in any way that is illegal, deceptive, misleading, unethical, or improper.
3.6 Authority. Referral Partner has no authority, without the prior written consent of Relay, to bind Relay to any contract, representation and/or understanding concerning Relay, or the Relay Offering. Referral Partner shall limit its descriptions of the Relay Offering to the marketing and information provided to it directly by Relay. Referral Partner shall not make any representations with respect to Relay and/or the Relay Offering, nor shall it make any statements that are inconsistent with Relay’s terms, marketing materials and/or other literature provided to Referral Partner by Relay,
3.7 Warranties. Referral Partner represents and warrants that:
it shall not make, and Relay shall not be bound by, any offer, acceptance, representation, warranty, or affirmation of fact whatsoever to any third-party respecting Relay or the Relay products or services, including the performance thereof;
it has not paid, and is not aware of any payments, to any third parties with a view to securing an order, contract and/or agreement contemplated hereunder or affecting a lead’s decision to approach Relay for Relay products or services.
3.8 Prohibited Activities. Referral Partner agrees to not knowingly associate the Relay Offering with content that is unlawful in any manner, or which is otherwise harmful, threatening, defamatory, obscene, offensive, harassing, explicit, violent, discriminatory, or otherwise objectionable in Relay’s sole discretion. Referral Partner agrees not to send unsolicited electronic messages to in promoting the Relay Offering or engage in any other form of mass electronic communications prohibited by law in connection with the activities contemplated under this Agreement.
3.9 Restrictions on Use. Referral Partner shall not (a) modify, adapt, alter, translate (other than in respect of translation of supporting documentation for the purpose of marketing and support as contemplated by this Agreement), copy, display (publicly or otherwise), or create derivative works based on the Relay Offering; (b) merge or bundle the Relay Offering with other products and/or software offered by third-parties without prior written consent of Relay; (c) sublicense, lease, rent and/or loan the Relay Offering to any third-party; (d) reverse engineer, decompile, disassemble and/or otherwise attempt to derive the source code for the Relay Offering; (e) remove, modify, and/or obscure any identification, proprietary and/or restrictive rights markings from the Relay Offering; (f) access and/or use the Relay Offering in order to develop a product or service which competes with the Relay Offering; or (g) otherwise use, copy, or distribute the Relay Offering except as expressly allowed hereunder. Referral Partner shall not upload, access, store, distribute, or transmit any viruses any or material during the course of its access to or use of the Relay Offering that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing, offensive, or that facilitates illegal activity and/or causes damage or injury to any person or property.
3.10 Indemnification. Referral Partner shall indemnify and hold Relay harmless against any and all third-party proceedings, causes of action, suits, damages, losses, liability, costs and expenses (including reasonable legal fees) whatsoever that may arise, either directly or indirectly, in connection with any breach of the foregoing representations and warranties, any misuse, unauthorized use or violation of the Marks and/or breach of confidentiality.
4.1 Commission Fees.
In consideration of the provision of the Referral Partner services in accordance with this Agreement, during the Term, Relay shall pay Referral Partner the fees as outlined in this section 4.1(b).
There are three types of fees that shall be paid out to the Referral Partner: (i) an initial one-time fee that will be paid upon a Prospective Customer opening up an Approved Account (the “Initial Fee”); (ii) a one-time fee payable for each Prospective Customer that converts into a Funded Account within twelve (12) months of the initial introduction (the “One-time Fee”); and (iii) a monthly revenue share of the Revenue for a period of twenty-four (24) months from the date the Referred Account is approved by Relay and becomes an Approved Account (“Revenue Fee”), all of which shall be paid in accordance with the tier structure Table 1 below. Note that the Initial Fee, together with the One-time Fee and the Revenue Fee, are collectively the “’Fees”.
Table 1. Referral Partner Commission Fees
Paid out, per client, when $10k balance is met within first 12 months
% share of the Revenue provided to Referral Partner each month for a period of 24 months from each applicable account being made an Approved Account.
* For clarity, each of the Initial Fee and One-time Fee may only be paid out one time per each referred account. For example, where an Approved Account meets the $10,000 USD minimum deposit and becomes a Funded Account 3 months after the initial introduction, then an amount is withdrawn from the account that causes it to have a balance of less than $10,000 USD and it reverts back to a Funded Account, there will be no payment to the Referral Partner should the Approved Account reach the $10,000USD balance minimum for a second time in the twelve (12) month period post initial introduction.
(a)Relay shall pay Referral Partner the applicable Initial Fee by the end of the month following the month in which the Prospective Customer opens the Approved Account.
(b) Relay shall pay Referral Partner the applicable One-time Fee by the end of the month following the month in which the Approved Account first becomes a Funded Account.
(c) Relay shall pay Referral Partner the Revenue Share the month following the month in which the Revenue Share was first accrued. For clarity, the Revenue Share shall be paid to Referral Partner for each Referred Account on a monthly basis for a period of 24 months from the date the Referred Account becomes and Approved Account.
4.2 Expenses. Each Party shall incur and be solely responsible for paying all costs and expenses each Party incurs in association with this Agreement, Referral Partner services, and the Relay Offering. For the avoidance of doubt, no expense sharing is authorized or approved under this Agreement.
4.3 Taxes. Referral Partner will be solely responsible for, and payment of applicable taxes and Relay will not owe any applicable sales or use tax, and all fees are deemed inclusive of all forms and types of taxes in all jurisdictions. In no event will Relay owe any taxes attributable to Referral Partner’s income and/or payroll.
5.1 “Confidential Information” means any non-public data, information and other materials regarding the products, software, services, customer list, or business of a Party (and/or, if either Party is bound to protect the confidentiality of any third party’s information, of a third party) provided to the other Party where such information is marked or otherwise communicated as being “proprietary” or “confidential” or the like, or where such information should, by its nature, be reasonably considered to be confidential and/or proprietary. The Party disclosing Confidential Information shall be referred to herein as the “Disclosing Party” and the Party receiving Confidential Information shall be referred to herein as the “Receiving Party.”
5.2 The Receiving Party agrees not to use or disclose the Confidential Information, and may disclose the Confidential Information only as necessary and appropriate to perform its obligations hereunder and to receive the benefit of the Agreement to its officers, directors, employees, agents and subcontractors (and their employees) (collectively “Representatives”) who have a need to know such Confidential Information solely in connection with this Agreement. The Receiving Party will cause such Representatives to comply with this Agreement and will assume full responsibility for any failure to comply with the terms of this Agreement. The Receiving Party will not transfer or disclose any Confidential Information to any third party without the Disclosing Party’s prior written consent and without such third party having a contractual obligation (consistent with this Section 5) to protect and keep such Confidential Information confidential. The Receiving Party will not use any Confidential Information for any purpose other than to perform its obligations under this Agreement. The Receiving Party agrees to treat all Confidential Information of the Disclosing Party in the same manner as it treats its own similar proprietary information, but in no case will the degree of care be less than reasonable care.
5.3 Exclusions. Confidential Information does not include information which: (a) is already or becomes known to the Receiving Party prior to disclosure by the Disclosing Party or independently of the Receiving Party’s knowledge of the Confidential Information and is not subject to an obligation of confidentiality; (b) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; (c) is rightfully obtained by the Receiving Party without breach of this Agreement and/or from a third party without restriction as to disclosure, or is approved for release by written authorization of the Disclosing Party; or (d) was lawfully and demonstrably in the possession of the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.
5.4 Legal Requirements. If the Receiving Party is requested or required to disclose any of the Disclosing Party’s Confidential Information under a subpoena, court order, statute, law, rule, regulation or other similar requirement (a "Legal Requirement"), the Receiving Party will, if lawfully permitted to do so, provide prompt notice of such Legal Requirement to the Disclosing Party so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy or waive compliance with the provisions of this Agreement. If the Disclosing Party is not successful in obtaining a protective order or other appropriate remedy and the Receiving Party is legally compelled to disclose such Confidential Information, or if the Disclosing Party waives compliance with the provisions of this Agreement in writing, the Receiving Party may disclose, without liability hereunder, such Confidential Information solely to the extent necessary to comply with the Legal Requirement.
5.5 In the event that the Receiving Party learns or has reason to believe that Confidential Information has been disclosed or accessed by an unauthorized party, the Receiving Party will promptly give notice of such event to the Disclosing Party.
5.6 Disposition of Confidential Information on Termination. Upon termination of this Agreement or upon the Disclosing Party’s written request, the Receiving Party will return to the Disclosing Party all copies of Confidential Information already in the Receiving Party’s possession or within its control. Alternatively, with the Disclosing Party’s prior written consent, the Receiving Party may destroy such Confidential Information; provided that the Confidential Information is (i) destroyed in accordance with applicable law, rule or regulation and (ii) is rendered unreadable, undecipherable and otherwise incapable of reconstruction, in which case an officer of the Receiving Party will certify in writing to the Disclosing Party that all such Confidential Information has been so destroyed.
5.7 Each Party acknowledges that a breach of this Section 5 may result in irreparable and continuing damage to the Disclosing Party for which monetary damages may not be sufficient and agrees that the Disclosing Party will be entitled to seek, in addition to its other rights and remedies hereunder or at law, injunctive or all other equitable relief, and such further relief as may be proper from a court of competent jurisdiction.
6.1 Term. The Agreement shall continue until terminated in accordance with the provisions of this Agreement.
6.2 Termination. This Agreement may be terminated as follows upon the occurrence of any of the following events:
(a) Immediately by Relay, at any time without notice to Referral Partner; and
(b) Immediately by either party, if the other party breaches any of the obligations or provisions of this Agreement (and in the case of Referral Partner, if Referral Partner breaches any obligations under the Ancillary Agreements) and fails to remedy such breach within 30 days of written notice from the party of such default.
6.3 Effect of Termination. Upon the effective date of termination, the Referral Partner and all support shall terminate and:
Each of the parties shall deliver or destroy, at the direction of the other party, all Confidential Information of the other party which is in its possession, care or control.
Relay shall pay to Referral Partner all undisputed Fees accrued and owing up to the effective date of termination. For clarity Relay shall not be liable to pay Referral Partner any Fees that accrued after the effective date of termination; and
The provisions dealing with intellectual property, Confidential Information, liability and indemnification of this Agreement shall continue in force following effective termination; and
Each of the parties shall have all remedies which are available to it at law or in equity.
6.4 Termination for Lack of Diligence. Relay may terminate this Agreement immediately upon written notice to Referral Partner (which may be via email) if Referral Partner does not (a) provide a sufficient number of Prospective Customers to Relay that result in Funded Accounts, to be determined in Relay’s sole discretion; or (b) where Relay determines in its sole discretion that the Funded Accounts or Prospective Customers generated by Referral Partner are fraudulent or are of poor quality, in its sole discretion.
7.1 Reservation of Rights. Relay reserves the right to (a) enter into any agreements with Prospective Customers on terms and conditions acceptable to Relay, or to not enter into any agreements with Prospective Customers at all; and (b) enter into similar referral arrangements with third parties.
7.2 Ownership. Relay owns all rights, title, and interest in and to the Relay Offering and related developments, enhancements, revisions, trademarks and all patents, copyrights, and/or other proprietary rights therein and related thereto.
7.3 Trademark Usage. The trademarks, logos, service marks and trade names under which Relay markets the Relay Offerings and Referral Partner markets its products and services (the “Marks”) shall remain the exclusive property of the respective Parties. This Agreement gives neither Party license regarding the use of such Marks. During the term of this Agreement Relay grants to Referral Partner a restricted, non-transferable, non-exclusive, and revocable license to use the Marks to mark and promote Relay’s business and initiatives to potential customers. Referral Partner agrees not to use the Marks in any way that may be determined objectionable by Relay or confusing to any third parties regarding the nature of the relationship between Relay and Referral Partner. Relay reserves the right to approve particular uses of the Marks. Referral Partner shall not remove any proprietary, copyright, or trade secret notices from marketing materials provided to Referral Partner by Relay.
8.1 Referral Partner Warranty. Referral Partner represents, warrants and covenants that (i) Referral Partner possesses full power and authority to enter into this Agreement; (ii) Referral Partner has the proper skill, training and background to perform under this Agreement in a competent and professional manner; (iii) Referral Partner shall use due diligence in safeguarding the interests of Relay in accordance with this Agreement and any policies and procedures provided in writing to Referral Partner by Relay; (iv) Referral Partner will comply with all applicable laws, rules, regulations, orders of any governmental (including any regulatory or quasi-regulatory) agency; and (v) Referral Partner will not knowingly violate or contravene the terms of any contracts between Relay and any third-party.
8.2 Relay Warranty. Relay represents, warrants, and covenants that (i) Relay possesses full power and authority to enter into this Agreement and that it has the ability to grant the rights described herein; (ii) it will provide the Relay Offerings in a professional and workmanlike manner, in accordance with the highest industry standards, and in accordance with all applicable laws, rules and regulations; (iii) it will not engage in any unfair, misleading or deceptive practices with respect to the Relay Offerings; (iv) Relay will not conduct business in any manner that does not reﬂect favorably at all times on the good name, good will, and reputation of Referral Partner and its products and services; (v) Relay will comply with all applicable laws, rules, regulations, orders of any governmental (including any regulatory or quasi-regulatory) agency; and (vi) Relay will not knowingly violate or contravene the terms of any contracts between Referral Partner and any third-party.
8.3 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE.
RELAY SHALL NOT HAVE ANY LIABILITY FOR DIRECT DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. IN NO EVENT WILL RELAY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL AND/OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS) EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, NO LIMITATION OF REFERRAL PARTNER LIABILITY SET FORTH IN THIS AGREEMENT SHALL APPLY TO (I) DAMAGES ARISING FROM REFERRAL PARTNER’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, (II) DAMAGES ARISING FROM REFERRAL PARTNER’S INFRINGEMENT AND/OR MISAPPROPRIATION OF A RELAY’S INTELLECTUAL PROPERTY RIGHTS; OR (III) ANY CLAIMS ARISING FROM THE GROSS NEGLIGENCE, FRAUD OR WILFUL MISCONDUCT OF REFERRAL PARTNER.
IN NO EVENT SHALL RELAY BE LIABLE FOR LOST PROFITS, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR FOR ANY OTHER SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR INDIRECT DAMAGES ARISING OUT OF THIS AGREEMENT, WHETHER UNDER THEORY OF CONTRACT, TORT OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.1 Relationship of the Parties. The Parties are independent contractors. Neither Party shall be deemed to be an employee, agent, partner, joint venture, franchisee, or legal representative of the other for any purpose and neither shall have any right, power, or authority to create any obligation or responsibility on behalf of the other. Any use of the term “partner” or “partnering” or similar terminology (except as used in the immediately preceding sentence of this Section) does not mean or refer to a legal partnership, but instead means or refers to a co-operative business or contractual relationship. Each Party shall bear responsibility for its own employees, including terms of employment, wages, hours, required insurance, and daily direction and control. Neither Party shall make any statements concerning the other Party’s products, services, or business, except statements that are contained in specifications or in other written literature discussed and approved by the other Party in advance for distribution to the public.
10.2 Exclusivity. During the Term of the Agreement, Referral Partner shall not directly or indirectly act as referral partner, agent or otherwise for a third-party service provider of services similar to Relay Offering.
10.3 Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the Province of Ontario and the Federal laws applicable therein without regard to its conflict of laws provisions.
10.4 Dispute Resolution. Any dispute, controversy or claim arising out of or relating to this contract including any question regarding its existence, interpretation, validity, breach or termination or the business relationship created by it shall be referred to and finally resolved by arbitration at ADR Chambers under the ADR Chambers Arbitration Rules. The place of the arbitration shall be Toronto, Ontario.
10.5 Assignment. Referral Partner may not assign any of its rights or delegate any of its obligations under this Agreement, whether by operation of law or otherwise, without the prior express written consent of Relay. Any attempted assignment in violation of this Section 10.5 shall be null and void.
10.6 Updates and Changes. Relay reserves the right to change the terms of the Relay Referral Partner Program Terms at any time without prior notice to you.
10.7 Notices. Any and all notices required or permitted to be made under this Agreement shall be in writing and delivered in person or by registered mail or courier to the address indicated above and addressed to the signatories of each Party
10.8 Severability. In the event that any of the terms of this Agreement is or becomes or is declared to be invalid or void by any court or tribunal of competent jurisdiction, such term or terms shall be null and void and shall be deemed severed from this Agreement without affecting any remaining terms hereof.
10.9 Costs. All expenses incurred by either Party in order to perform its obligations under this Agreement shall be borne by that Party unless otherwise specified in this Agreement.
10.10 Interpretation. The headings of the Sections of this Agreement have been included for the convenience of the Parties and are not part of the Agreement, nor are the headings to be used to alter or interpret the terms hereof.
10.11 Contact Us. If you have any feedback, questions or comments about the Relay Referral Partner Program, please contact us by email at email@example.com.
Last Modified: January 9, 2024