Referral Program Terms

These Referral Program Terms (“Referral Terms”) govern participation in the PayablesCentral Referral Partner Program (“Program”) offered by PayablesCentral LLC (“PayablesCentral,” “we,” “us,” or “our”).

These Referral Program Terms supplement the PayablesCentral Terms of Service. If there is any conflict between these Referral Terms and the Terms of Service with respect to the Referral Partner Program, these Referral Terms control.

By applying to, enrolling in, or participating in the Program, you agree to these Referral Terms.

1. Program Participation

Participation in the Program is subject to approval by PayablesCentral.

PayablesCentral may accept, decline, suspend, limit, or terminate a Referral Partner’s participation in the Program in accordance with these Referral Terms and any applicable written agreement.

Participation is nonexclusive. Referral Partners may participate individually or on behalf of an organization, subject to any applicable employer, client, procurement, ethics, professional, or other requirements.

2. Referral Partner Relationship

Referral Partners are independent participants and are not employees, agents, representatives, joint venturers, or legal partners of PayablesCentral.

Participation in the Program does not authorize a Referral Partner to:

• enter into agreements on behalf of PayablesCentral;

• make commitments or representations on behalf of PayablesCentral;

• negotiate PayablesCentral pricing or contractual terms;

• guarantee acceptance, product access, launch timing, functionality, results, pricing, or discounts; or

• otherwise bind PayablesCentral.

Referral Partners are responsible for complying with any disclosure, conflict-of-interest, professional, employer, procurement, or other requirements applicable to their activities.

3. Referral Links and Attribution

Approved Referral Partners may receive a unique referral link or another method designated by PayablesCentral for identifying referrals.

Referral attribution may be administered through FirstPromoter or another referral-management provider selected by PayablesCentral.

A prospective customer must be properly attributed to the Referral Partner through the applicable referral process for a commission to be payable.

PayablesCentral may review and resolve:

• duplicate referrals;

• competing referral claims;

• incomplete attribution;

• tracking errors;

• disputed referrals; and

• other attribution issues.

Unless otherwise required by law or agreed in writing, PayablesCentral’s determination regarding referral attribution will control.

4. Qualifying Referrals

A referral becomes commission-eligible only after all requirements applicable to that referral have been satisfied.

Unless otherwise stated in a specific offer, commission is earned only after:

1. the prospective customer is properly attributed to the Referral Partner;

2. the customer completes the required PayablesCentral enrollment process;

3. the customer purchases a qualifying PayablesCentral annual subscription; and

4. the qualifying customer payment has cleared and any applicable verification or holding period has passed.

An inquiry, application, meeting, demonstration, reservation, preliminary commitment, or other initial action does not itself generate a referral commission unless PayablesCentral expressly states otherwise.

5. Founding Access Referrals

PayablesCentral may offer special commission opportunities or eligibility terms for referrals associated with Founding Access or another limited promotional period.

PayablesCentral may establish specific requirements for such referrals, including:

• application requirements;

• reservation requirements;

• enrollment deadlines;

• attribution requirements;

• payment requirements; or

• other eligibility conditions.

Any applicable requirements, deadlines, commission amounts, or special terms will be communicated as part of the relevant Founding Access or promotional offer.

A Founding Access application, inquiry, reservation, or other preliminary step does not itself generate a referral commission unless expressly stated otherwise.

Commission is earned only when the requirements applicable to the qualifying referral have been completed.

6. Commission Amounts

Commission amounts may vary based on:

• the subscription selected by the referred customer;

• the applicable promotion;

• Founding Access or other special offers;

• referral type;

• partner category; or

• other Program terms communicated by PayablesCentral.

The applicable commission will be determined under the offer or commission structure in effect for the qualifying referral.

Unless expressly stated otherwise, referral commissions are one-time payments for each qualifying customer enrollment.

Referral commissions do not automatically recur on customer renewals, upgrades, additional purchases, or future payments.

7. Partner-to-Partner Referrals

A Referral Partner may introduce PayablesCentral to a CPA firm, audit firm, management organization, consultant, advisor, service provider, or other organization that maintains relationships with potential PayablesCentral customers.

The introduced organization does not need to purchase PayablesCentral in order to create a Partner-to-Partner Referral opportunity.

If:

1. an existing Referral Partner introduces PayablesCentral to another qualifying referring organization;

2. that organization subsequently refers one or more customers to PayablesCentral; and

3. a referred customer completes a qualifying enrollment,

the applicable referral commission may be shared between the originating Referral Partner and the partner that directly referred the customer.

The applicable allocation will be determined according to the Partner-to-Partner Referral terms communicated by PayablesCentral for that opportunity.

Each qualifying customer enrollment may create a separate commission opportunity.

8. Commission Payments

All commissions are subject to verification.

PayablesCentral may apply a reasonable verification or holding period after a qualifying customer payment clears before a commission becomes payable.

Payment may require the Referral Partner to provide:

• valid payment information;

• tax documentation;

• identity or business information; and

• other information reasonably necessary to process payment.

Referral Partners are responsible for their own tax obligations associated with commissions received.

PayablesCentral may use a third-party payment or referral-management provider to administer commission payments.

9. Refunds, Reversals, and Invalid Transactions

A referral may become ineligible, and a commission may be withheld, reversed, or offset, if the underlying transaction is:

• refunded;

• reversed;

• charged back;

• disputed;

• fraudulent;

• canceled before becoming commission-eligible; or

• otherwise determined not to satisfy the applicable Program requirements.

PayablesCentral may also reject referrals generated through fraudulent, deceptive, misleading, abusive, manipulated, or prohibited activity.

10. Marketing and Referral Conduct

Referral Partners must represent PayablesCentral accurately.

Referral Partners may not:

• make false or misleading claims about PayablesCentral;

• guarantee customer outcomes, savings, acceptance, pricing, functionality, or launch timing;

• represent themselves as employees or authorized agents of PayablesCentral;

• negotiate contracts or pricing on behalf of PayablesCentral;

• send unlawful or prohibited unsolicited communications;

• engage in deceptive advertising;

• impersonate PayablesCentral;

• create websites, domains, social-media accounts, advertisements, or other materials designed to appear officially operated by PayablesCentral without authorization;

• modify PayablesCentral branding in a misleading manner; or

• engage in conduct that could reasonably harm PayablesCentral, its customers, or its reputation.

Any PayablesCentral marketing materials provided to Referral Partners remain subject to PayablesCentral’s intellectual-property rights.

11. Disclosure of Referral Compensation

Referral Partners are responsible for clearly disclosing that they may receive compensation for referrals whenever disclosure is required by:

• applicable law;

• professional standards;

• employer policies;

• procurement requirements;

• client agreements; or

• the nature of the relationship.

Referral Partners are responsible for determining and satisfying any disclosure, conflict-of-interest, or approval requirements applicable to them.

12. Customer Relationship

Customers referred through the Program become customers of PayablesCentral, not customers of the Referral Partner by virtue of the referral alone.

Nothing in these Referral Terms affects any separate professional or business relationship that may independently exist between the Referral Partner and the referred organization.

PayablesCentral retains sole discretion regarding:

• whether to accept a prospective customer;

• customer qualification;

• pricing;

• subscription terms;

• agreements;

• product availability;

• implementation;

• onboarding;

• services; and

• continuation of the customer relationship.

13. Referral and Customer Information

Information collected in connection with referrals will be handled in accordance with the PayablesCentral Privacy Policy and applicable law.

Referral Partners will not receive unrestricted access to customer or prospective-customer information.

PayablesCentral may provide Referral Partners with limited information reasonably necessary to administer the Program, such as referral or commission status.

14. Intellectual Property

PayablesCentral retains all rights, title, and interest in its:

• trademarks;

• logos;

• software;

• website;

• product;

• content;

• marketing materials;

• documentation; and

• other intellectual property.

Participation in the Program does not transfer ownership of any PayablesCentral intellectual property.

Any limited permission granted to use PayablesCentral branding is revocable and ends when Program participation ends unless otherwise agreed in writing.

15. Program Changes

PayablesCentral may modify:

• Program requirements;

• commission structures;

• promotional offers;

• eligibility standards;

• referral technology;

• payment processes; or

• these Referral Terms.

Changes generally apply prospectively unless otherwise stated.

A commission already earned under a qualifying transaction will be handled according to the terms applicable when the commission became earned, subject to applicable refund, reversal, fraud, dispute, or invalid-transaction provisions.

16. Termination

Either PayablesCentral or the Referral Partner may end participation in the Program.

Termination does not automatically eliminate commissions that were already earned before termination, except where a referral:

• was fraudulent;

• was invalid;

• is subject to reversal;

• violated these Referral Terms; or

• is otherwise disqualified.

Referrals that have not yet satisfied all commission requirements when participation ends may be handled according to the terms applicable to the referral and the circumstances of termination.

17. No Guarantee of Results

Participation in the Program does not guarantee:

• customer referrals;

• customer enrollments;

• commissions;

• income;

• continued Program availability; or

• any particular business result.

18. Independent Relationship

The Referral Program does not create a:

• franchise;

• employment relationship;

• agency relationship;

• fiduciary relationship;

• legal partnership;

• joint venture; or

• other similar relationship

between PayablesCentral and a Referral Partner.

Neither party may bind the other except through express written authorization.

19. Limitation of Liability

To the extent permitted by applicable law, PayablesCentral will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages arising from participation in the Referral Program.

Any additional or different liability provisions contained in an applicable signed Referral Partner Agreement will control to the extent of a conflict.

20. Governing Law

These Referral Terms are governed by the laws of the State of New Jersey, without regard to conflict-of-laws principles, unless applicable law requires otherwise.

21. Additional Agreements

PayablesCentral may require a Referral Partner to accept or sign additional terms, disclosures, tax forms, payment terms, or a Referral Partner Agreement as a condition of participation or payment.

If a signed agreement conflicts with these Referral Terms, the signed agreement will control to the extent of the conflict.

22. Contact

Questions about the PayablesCentral Referral Partner Program may be directed to:

PayablesCentral LLC
1195 Green St, PMB 294
Iselin, NJ 08830

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