Growth Network Terms and Conditions

1. Eligibility

To participate in the Program, you represent and warrant that:

1. if you are an individual, you are at least 18 years old and have the legal capacity to enter into these Terms;
2. if you are entering into these Terms on behalf of an entity, that entity is validly formed and in good standing under the laws of its jurisdiction of organization;
3. you are a resident of, or an entity organized under the laws of, the United States;
4. you are not located in, organized under the laws of, or ordinarily resident in any country or region subject to comprehensive U.S. sanctions, and you are not identified on any list of restricted or prohibited parties maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC) or any other applicable government list; and
5. you are not a direct competitor of Dash.fi participating in the Program in order to obtain confidential or competitive information.

Dash.fi reserves the right to verify your eligibility at any time and to deny or revoke your participation in the Program if you do not meet these requirements.

2. Referrals

As a Growth Network Partner, you may refer new prospective customers to Dash.fi. A “Prospect” is a business that has not previously created an account on the Dash.fi platform and is not already in active discussions with Dash.fi, as determined by Dash.fi in its reasonable discretion based on its records. Referrals must be submitted in writing, and email introductions are an acceptable referral method. Dash.fi may, in its sole discretion, provide additional referral submission methods, including a Dash.fi-provided referral form or tracking link, which you agree to use if requested by Dash.fi.

3. Attribution Window

A Prospect will be eligible for attribution to you if the Prospect creates a New Account (defined below) within ninety (90) days after the date the referral is submitted via an accepted method described in Section 2.

4. Card Activation

A successful “Card Activation” occurs when both of the following conditions are met:

1. the Prospect creates a new account (a “New Account”) on the Dash.fi software platform (the “Company Platform”), and
2. within ninety (90) days of account creation, the New Account is approved for the Dash.fi card and completes its first card transaction.

5. Fees and Payments

Commissions. For each Card Activation, Dash.fi will pay you the commission described in Schedule 1 below (the “Commissions”).

Earning Period. Commissions will be calculated on Eligible Card Spend during the twelve (12) month period following the applicable Card Activation date (the “Earning Period”), unless Schedule 1 states otherwise. The Earning Period shall terminate immediately if the customer’s account is closed, suspended, or terminated for any reason, or if these Terms are terminated for cause.

Payment Timing. Dash.fi shall, within thirty (30) days after the end of each calendar quarter, provide you a statement of Card Activations and Commissions accrued during such quarter, and shall pay you all Commissions owed for such quarter within forty five (45) days after quarter end.

Fraud and Adjustments. Notwithstanding the foregoing, Dash.fi shall not be obligated to pay Commissions for any New Account that Dash.fi reasonably determines to be fraudulent, unlawful, or submitted in material violation of these Terms. Commissions will be calculated net of refunds, chargebacks, reversals, credits, and similar adjustments. If any such adjustment occurs after a Commission has been paid, Dash.fi may offset the amount of such adjustment against future Commission payments, or if no future payments are owed, you shall refund such amount to Dash.fi within thirty (30) days of written notice.

6. Tax Reporting

You are solely responsible for any taxes, duties, or similar governmental assessments arising from Commissions or other payments made to you under these Terms. Before Dash.fi issues any payment, you must provide a completed and accurate IRS Form W-9 (or, if applicable, the appropriate Form W-8) and any other documentation reasonably requested by Dash.fi. Dash.fi will issue applicable tax reporting forms (for example, Form 1099-NEC) as required by law. Dash.fi may withhold payment until it receives the required tax documentation.

7. Term

These Terms take effect when you check the box to accept them (or otherwise enroll in or participate in the Program) and continue until terminated as described in Section 8.

8. Termination

Either party may terminate these Terms, and your participation in the Program, in writing (including by email) on thirty (30) days’ notice. Upon termination for convenience, you shall retain the right to receive Commissions for Card Activations credited prior to the effective date of termination, but only for Eligible Card Spend that occurs during the lesser of: (i) the Earning Period specified in Schedule 1, or (ii) ninety (90) days following the effective date of termination. Upon termination for cause by Dash.fi, all rights to future Commissions shall immediately cease, including for previously credited Card Activations. All Commissions remain subject to the fraud and adjustment provisions of Section 5(d). Notwithstanding the foregoing, either party may terminate these Terms immediately for material breach if such breach is not cured within thirty (30) days after written notice, except that no cure period is required for fraud or unlawful conduct. Dash.fi may also suspend or terminate your participation immediately if required to comply with applicable law or to prevent harm to Dash.fi, its customers, or third parties.

9. Survival

Sections 6 (Tax Reporting), 10 (Confidentiality), 13 (Non-Circumvention), 14 (Representations and Warranties), 15 (Indemnification), 16 (Limitation of Liability), 17 (Proprietary Rights), 20 (Dispute Resolution), 21 (Governing Law), and any other provision that by its nature should survive, will survive termination or expiration of these Terms.

10. Confidentiality

Each party agrees that during the term of these Terms and for three (3) years thereafter, it shall not use for any purpose other than performance of these Terms, or disclose to any third party, any Confidential Information of the other party. “Confidential Information” means all non-public information disclosed by one party to the other, including without limitation business and affairs, pricing information, customer information, trade secrets, product specifications, financial information, and any other information that a reasonable person would consider confidential. Confidential Information does not include information that: (i) is or becomes publicly available through no breach of these Terms; (ii) was rightfully known prior to disclosure; (iii) is rightfully received from a third party without breach of confidentiality obligations; or (iv) is independently developed without use of Confidential Information. The parties may disclose the existence of these Terms and the identity of the other party, but all other terms shall remain confidential, except as disclosure may be required by applicable law, regulation, court order, or regulatory authority, provided that the disclosing party provides prior written notice to the other party (to the extent legally permissible) and cooperates in any effort to obtain confidential treatment.

11. Promotional Incentives

From time to time, Dash.fi may, in its sole discretion, offer additional promotional incentives, contests, accelerator programs, Growth Network campaigns, bonus opportunities, or similar programs (“Promotional Incentives”). Promotional Incentives are in addition to the fees set forth in Section 5. Dash.fi reserves the right to modify, suspend, or terminate any such Promotional Incentive program at any time.

12. Mutual Publicity

Either party may identify the other as a referral partner (including use of name and logo) only with the other party’s prior written approval. Each party may revoke such approval upon written notice. Case studies, press releases, and public quotes require mutual written approval.

13. Non-Circumvention

You agree not to circumvent Dash.fi by directly or indirectly discouraging a Prospect from becoming a Dash.fi customer, negotiating a separate arrangement with a Prospect to divert them away from Dash.fi, or otherwise interfering with Dash.fi’s relationship with any Prospect or customer referred under these Terms. Any attempt to circumvent Dash.fi in this manner may result in immediate termination of these Terms and forfeiture of any unpaid Commissions.

14. Representations and Warranties

You represent and warrant to Dash.fi that:

1. you are duly organized, validly existing, and in good standing as a corporation or other legal entity under the laws of the jurisdiction of your incorporation or organization, or if an individual, you are of legal age and have the authority to enter into these Terms;
2. you have the full right, power, and authority to enter into and perform your obligations under these Terms;
3. you will conduct business and promote Dash.fi in a manner that reflects favorably on the products, services, goodwill, and reputation of Dash.fi;
4. you will avoid deceptive, misleading, or unethical representations, including but not limited to distributing unsolicited marketing materials or engaging in any activity that violates Dash.fi’s Terms of Service; and
5. you will comply with all applicable laws and regulations, including but not limited to FTC guidelines, the Telephone Consumer Protection Act, the California Consumer Privacy Act (“CCPA”), and the Controlling the Assault of Non-Solicited Pornography And Marketing Act of 2003 (“CAN-SPAM Act”), as applicable, when reaching out to prospective customers.

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL STATUTORY AND IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

15. Indemnification

You shall defend, indemnify, and hold harmless Dash.fi, and any of its directors, officers, and shareholders, against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorney fees, arising out of or resulting from: (i) a breach by you of any of your representations or warranties or in the performance of your obligations under these Terms; (ii) any unauthorized representation, warranty, or other commitment made by you to a third party as it relates to Dash.fi; and (iii) your negligence, willful misconduct, or fraud, or that of your employees or agents.

16. Limitation of Liability

EXCEPT FOR EACH PARTY’S INDEMNIFICATION OBLIGATIONS, GROSS NEGLIGENCE, INTENTIONAL OR FRAUDULENT MISCONDUCT, OR BREACH OF CONFIDENTIALITY OBLIGATIONS, IN NO EVENT WILL DASH.FI’S LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE AGGREGATE AMOUNT OF FEES PAID TO YOU BY DASH.FI IN THE TWELVE MONTHS PRECEDING THE APPLICABLE ACTION.

17. Proprietary Rights

Dash.fi may provide certain materials, including but not limited to marketing materials, for your use in explaining products offered by Dash.fi. You acknowledge that the products, services, trademarks, documentation, and all information — including but not limited to all patent, copyright, trade secret, trademark, and other associated proprietary rights, and data collected through your promotion and marketing of the products and services — is proprietary to Dash.fi (collectively, “Proprietary Information”). No title or ownership of Dash.fi’s Proprietary Information (including any derivative work) is transferred or assigned under these Terms. You agree not to take any action inconsistent with such title and ownership.

18. Non-Exclusivity

These Terms do not preclude either party from entering into any similar type of arrangement with any other party.

19. No Partnership or Joint Venture

These Terms shall not be deemed to create any partnership or joint venture between the parties, and nothing in these Terms shall be deemed to create any agency relationship between the parties.

20. Dispute Resolution

Prior to either party commencing any formal dispute resolution proceeding relating to these Terms, the parties agree to try in good faith to settle the dispute amicably between them for at least thirty (30) days.

If the dispute is not resolved within that period, it shall be resolved by binding arbitration administered by JAMS in San Francisco, California, in accordance with its rules then in effect, except that either party may bring an individual action in small claims court for disputes within that court’s jurisdiction. Any arbitration will be conducted on an individual basis only, and you and Dash.fi each agree not to bring or participate in any class, collective, or representative action against the other. The arbitrator’s decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

21. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict-of-laws principles.

22. Notice

Any notice required or permitted under these Terms shall be in writing and delivered via email. Notices to Dash.fi should be sent to support@dash.fi. Notices to you will be sent to the email address associated with your Program account.

23. Entire Agreement

These Terms constitute the entire agreement between you and Dash.fi regarding the Program and supersede all prior agreements and understandings, whether oral or written, with respect to the subject matter of these Terms.

24. Amendment

Dash.fi may modify these Terms at any time by posting updated Terms and, where appropriate, notifying you (for example, by email or in-product notice). Your continued participation in the Program after the updated Terms take effect constitutes your acceptance of the changes. If you do not agree to the updated Terms, you must stop participating in the Program and may terminate as described in Section 8.

25. Assignment

You may not assign or transfer these Terms, or any of your rights or obligations under these Terms, without Dash.fi’s prior written consent, and any attempted assignment in violation of this Section is void. Dash.fi may assign these Terms without your consent, including in connection with a merger, acquisition, corporate reorganization, financing, or sale of all or substantially all of its assets.

26. No Waiver

No failure or delay by either party in exercising any right under these Terms shall operate as a waiver of that right, nor shall any single or partial exercise of any right preclude any other or further exercise of that right or the exercise of any other right.

27. Force Majeure

Neither party shall be liable for any failure or delay in performance under these Terms (other than payment obligations) resulting from causes beyond its reasonable control, including acts of God, natural disaster, war, terrorism, riots, embargoes, acts of civil or military authority, fire, flood, accidents, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.

28. Severability

If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.

29. FTC Compliance

You shall comply with all applicable advertising, marketing, endorsement, and disclosure laws and regulations, including all Federal Trade Commission (“FTC”) guidelines and requirements regarding endorsements, testimonials, and disclosure of material relationships with Dash.fi.

30. Trademark Restrictions

You shall not purchase, bid on, register, use, or otherwise exploit Dash.fi’s trademarks, service marks, trade names, domain names, or confusingly similar variations thereof in any paid advertising, search engine marketing, social media advertising, or domain registration activities without Dash.fi’s prior written consent.

31. Independent Contractor

You are an independent contractor and are not an employee, agent, representative, joint venturer, or partner of Dash.fi. You shall have no authority to bind Dash.fi, negotiate on Dash.fi’s behalf, make commitments on Dash.fi’s behalf, or otherwise create obligations for Dash.fi.

32. Outreach and Anti-Spam Compliance

You shall comply with all applicable laws and regulations relating to marketing, communications, prospecting, and outreach activities, including without limitation the CAN-SPAM Act, the Telephone Consumer Protection Act (TCPA), and any similar federal, state, or local laws. You shall not engage in deceptive, misleading, unsolicited bulk messaging, spam, or any activity reasonably likely to harm Dash.fi’s reputation.

33. Prospect Acceptance

Dash.fi reserves the right to accept, reject, suspend, or terminate any prospect, applicant, customer account, referral, or your participation in the Program in its sole discretion.

34. Electronic Signature and Acceptance

You consent to enter into these Terms electronically. You agree that checking the box indicating your agreement constitutes your electronic signature and acceptance of these Terms and is legally binding to the same extent as a handwritten signature, under the U.S. Electronic Signatures in Global and National Commerce Act (E-SIGN Act) and other applicable law. By checking the box, you acknowledge that you have read, understood, and agree to be bound by these Terms, including Schedule 1 below.

1. Card Commission

For each Card Activation, Dash.fi will pay you a commission equal to 10 basis points (0.1%) of Eligible Card Spend processed on the Dash.fi card during the twelve (12) month period following the Card Activation date.

2. Eligible Card Spend

“Eligible Card Spend” means card purchase volume that is processed on the Dash.fi card and is eligible under Dash.fi’s Growth Network Program rules provided to you in writing, excluding refunds, chargebacks, reversals, fees, and any categories designated by Dash.fi as ineligible.

3. Activation Bonus

In addition to any Commission payable under these Terms, Dash.fi will pay you a one-time activation bonus of US$500 for each Card Activation that reaches US$30,000 in Eligible Card Spend within ninety (90) days of the Card Activation date. Dash.fi will also pay an additional one-time activation bonus of US$500 for each Card Activation that reaches US$100,000 in cumulative Eligible Card Spend within six (6) months of the Card Activation date. Each Activation Bonus is payable only once per Card Activation and only if the applicable spending threshold is achieved within the required time period.

4. Payment Timing

Commissions and Activation Bonuses are calculated and paid quarterly in accordance with Section 5(c) of these Terms.