Merchant Referral Agreement
Last Updated January 6, 2022
These terms (the "Referral Agreement") and the Helcim General Terms ("General Terms") govern the agreement between Helcim USA Inc. ("Helcim", "we", "us"), as determined by the General Terms, and you and your business ("you") in respect of the Merchant Referral Program. By referring a potential merchant through the Helcim Dashboard, or using your referral link you agree to be bound by the terms of this Agreement.
Terms not otherwise defined herein have the definitions provided in the General Terms.
- Purpose. The Referral Agreement allows you to receive Free Processing (as defined below) from us for referring other potential merchants ("Referred Merchants") to our Services.
- Eligibility. Anyone with an active account with Helcim, who has access to the Referral Program through the Helcim Dashboard.
- Referred Merchants. We reserve the right to (a) enter into any agreement with a Referred Merchant, (b) not enter into an agreement with a Referred Merchant.
Free Processing. For each successful referral, we agree to provide Free Processing to you and your Referred Merchant for transaction volumes up to $10,000 or the amount shown in the Helcim Dashboard, whichever is lower. A successful referral occurs when a Referred Merchant completes the sign-up process using your referral link and is approved by us for use of our Services. You understand that the amount of Free Processing earned by you and Referred Merchant is subject to change and is determined at the time that the Referred Merchant is approved, which may be different than amount displayed in the Helcim Dashboard when the referral was sent.
For greater certainty, Free Processing means that for the specified dollar amount of transactions, Helcim will not charge interchange fees, or the Helcim Margin fee. For example, if you have $1,000 in Free Processing, and you process a $1,000 transaction, we won't charge interchange fees or the Helcim Margin fee on that transaction, and the $1,000 in Free Processing will be depleted. We may still charge you other fees, if applicable. Examples of such fees include, but are not limited to, chargeback fees and foreign exchange fees. Under no circumstance are we required to provide Free Processing, and we may retroactively rescind already granted or used Free Processing, if in our sole discretion we suspect fraud or collusion between you and the Referred Merchant, or other abuse of the Merchant Referral Program.
- Processing Status. The Helcim dashboard will provide information about your current amount of Free Processing, and some information about the application status of Referred Merchants.
- Representations. You represent and warrant that you have obtained permission from each Referred Merchant to send electronic messages to their email address and/or phone number before using the Helcim Dashboard to send a referral to the Referred Merchant, and that you have a pre-existing business or personal relationship with each Referred Merchant.
- Trademark Usage. The trademarks, tradenames, logos and service marks under which Helcim markets the Services (the "Marks") shall remain the exclusive property of Helcim. During the term of this agreement, we grant you a restricted, non-transferrable, non-exclusive, non-sublicensable, revocable license to use the Marks to promote Helcim and the Services. You agree not to use the Marks in any manner that may be considered objectionable by Helcim, which includes but is not limited to making false or misleading claims about our services, contravening our Acceptable Use Policy, or confusing any third parties regarding the nature of the relationship between you and Helcim. We reserve the right to approve particular Marks or revoke the license granted herein at any time.
- Indemnity. You shall indemnify, defend and hold Helcim 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 any misuse, unauthorized use of the Marks or Helcim's performance hereunder.
- Limitation of Liability. IN NO EVENT SHALL HELCIM BE LIABLE TO YOU FOR DIRECT DAMAGES IN EXCESS OF THE TOTAL HELCIM MARGIN FEE AND MONTHLY SERVICE FEES PAID BY YOU TO HELCIM DURING THE ONE (1) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE DAMAGES WERE OCCURRED; AND HELCIM SHALL NOT BE LIABLE FOR ANY PUNITIVE, INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS), WHETHER BASED IN CONTRACT OR IN TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR RELATING TO THIS AGREEMENT.
- Term and Termination. This Agreement begins on the date that you use the Helcim Dashboard to refer a potential Referred Merchant, or use your referral link and continues until terminated by Helcim or you. We may terminate this Agreement at any time, for any reason or for no reason, without advance notice to you. On termination of this Agreement, unused Free Processing granted hereunder shall be valid for three (3) months.
- Status. You are not an agent or employee of Helcim, and you are not authorized or permitted to make any representations or warranties on behalf of Helcim. During the term of this Agreement, should the term "partnership," "partner" or "Referrer" or similar terms be used to describe the parties' relationship under this Agreement, the parties agree to make it clear to third parties that these terms refer only to the spirit of cooperation between the parties and do not describe or create the legal status of partners or joint venturers.
- Amendment. You agree that we may amend this agreement at any time, provided that no such amendment will affect any of your earned Free Processing.
- Severability & Waiver. If any provision of this Agreement is held invalid by any law, rule, order or regulation of any government, or by the final determination of a court of competent jurisdiction, such invalidity will not affect the enforceability of any other provisions not held to be invalid. The provisions of this Agreement shall be interpreted to carry out the intent of the parties to the fullest extent permitted by law. Any delay by either party to exercise any right or remedy under this Agreement will not be construed to be a waiver of that or any other right or remedy hereunder.
- Governing Law. This Agreement shall be governed by the laws of the Province of Alberta, Canada, without giving effect to the principles of conflicts of law. Any disputes shall be resolved exclusively by the courts in Calgary, Alberta.
- Survival. The confidentiality requirements, ownership and proprietary rights, exclusions of warranties, indemnification obligations, limitations of liability and general provisions set forth in this Agreement shall survive the termination of this Agreement.
- Entire Agreement. This Agreement constitutes the entire agreement of the parties as to the subject matter hereof and supersedes any and all prior oral or written memoranda, understandings and agreements as to such subject matter.