Partner Program

WHEREAS: Company and its subsidiaries are consultants, developers, and suppliers of technology and service solutions in the payments industry (“Products and Services” or “Fee Navigator”) used by businesses, customers of businesses, and Partners (collectively “Users”).  Company desires to engage Partner for the purpose of promoting and selling Fee Navigator in accordance with the terms and conditions contained in this Agreement;

NOW THEREFORE in consideration of the recitals, the mutual covenants hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

  1. GENERAL

1.1      Partner hereby agrees to promote Fee Navigator to Users in a manner consistent with good sales procedure, customer and business relations.

1.2      Partner hereby agrees to provide the foregoing services at Partner’s sole cost and expense.  Other than the commissions provided for, Partner shall not look to Company for additional materials or compensation in providing Partner’s selected services.

1.3      Company, in its sole discretion, shall have the option to decline the use of Fee Navigator to any User.   In the event Company declines a User access to Fee Navigator for any reason, Company shall have no obligation to Partner under this Agreement or otherwise with respect to such User.

  1. LIMITATION OF LIABILITY

2.1      Partner warrants and represents it has the right to enter into this Agreement and fully perform its obligations stated herein; and furthermore, that it will comply with all federal, state and local laws and regulations in the performance of its obligations hereunder. Partner hereby agrees to indemnify and hold harmless Company against any and all third-party claims, contrary to these representations and warranties and additionally against any and all claims brought with respect to services Partner is obligated and has elected to provide in this Agreement.

2.2      IN NO EVENT SHALL COMPANY BE LIABLE TO Partner OR ANY OTHER ENTITY FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.  THE CUMULATIVE LIABILITY OF COMPANY TO Partner FOR ALL CLAIMS RELATING TO THIS AGREEMENT, IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE AMOUNT OF ANY COMMISSIONS, IF APPLICABLE, THAT MAY BE DUE PURSUANT TO THIS AGREEMENT.  THE FOREGOING LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES SHALL APPLY REGARDLESS OF THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES.

  1. INDEPENDENT CONTRACTOR

Partner hereby agrees that it will not (i) hold itself out as a partner, joint venture, co-principal or employee of Company by reason of this Agreement, and/or (ii) enter into any agreements, obligations or commitments on Company’s behalf.  In the event that (a) Company is adjudicated to be a partner, joint venture, co-principal or employer of or with the Partner, and/or (b) Partner enters into any agreements, obligations or commitments on Company’s behalf, then Partner shall indemnify and hold harmless Company from and against any and all claims for loss, liability or damages arising therefrom.

Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between Company and Partner.  Partner agrees that Partner is not entitled to the rights or benefits afforded to Company’s employees including, but not limited to, disability or unemployment insurance, workers’ compensation, medical insurance, or sick leave.  Partner is responsible for providing, if required, at Partner’s own expense, disability, unemployment, and other insurance, workers’ compensation, training, permits, and licenses for Partner and for all of Partner’s employees and subcontractors, if any.  Partner shall determine the method, details, and means of performing the Partner’s services.  Company may specify only the results desired in regard to the Partner’s services.

  1. TERMS AND TERMINATION

4.1      Term.  The term of this Agreement shall commence on the date Partner subscribes to the PARTNER program and continue for the duration of Partner’s subscription with Company. Either party may terminate the Agreement on 90-days written notice.

4.2      Termination for Breach.  A party shall have the right to terminate this Agreement on written notice if the other party materially breaches the terms of this Agreement.

4.3      Survival.  Paragraphs 5, 6.3, 6.7, 6.8 and 6.9 of this Agreement shall survive termination.

  1. INDEMNIFICATION

Partner and Company shall indemnify and hold harmless each other, and their respective directors, officers, employees, and agents, from and against all claims, losses, damages and expenses (including reasonable attorney’s fees) resulting from (i) the breach of this Agreement by the indemnifying party; or (ii) negligent acts or omissions or the willful misconduct of the indemnifying party; provided the indemnified party provides the indemnifying party with (a) prompt written notice of such claim or action, (b) sole control and authority over the defense or settlement of such claim or action and (iii) proper and full information and reasonable assistance to defend and/or settle any such claim or action.

  1. MISCELLANEOUS

6.1      Assignment. This Agreement will be binding upon and inure to the benefits of the parties hereto and their permitted successors and assigns. Neither party may assign or otherwise transfer this Agreement without the other party’s prior written consent except to a successor.

6.2      Waiver and Amendment.  No modifications, amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party to be charged. No failure or delay by either party in exercising any right, power, or remedy under this Agreement shall operate as a waiver of any such right, power or remedy.

6.3      Governing Law. The laws of the State of Pennsylvania shall govern this Agreement, without reference to conflicts of law provisions.

6.4      Notices.  Any notice required or permitted by this Agreement shall be deemed given if delivered by registered mail, postage prepaid, addressed to the other party at the address shown at the beginning of this Agreement or at such other address for which such party gives notice pursuant to this Agreement. Delivery shall be deemed effective 3 days after deposit with postal authorities.

6.5      Severability.  If any provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this Agreement shall remain in full force and effect.

6.6      Entire Agreement.   This Agreement, or any other exhibits, addenda or attachments to this Agreement, including the Partner Application executed by you prior to this Agreement, are incorporated by reference herein, constitute the entire agreement between Fee Navigator and You with respect to the subject matter hereof and all prior oral or written agreements, representations or statements with respect to such subject matter are superseded hereby.

6.7      Force Majeure.  Neither party shall be deemed in default pursuant to this Agreement, nor shall a party hold the other party responsible for, any cessation, interruption or delay in the performance of the other party’s obligations pursuant to this Agreement due to causes beyond the other party’s reasonable control including, but not limited to: earthquake, flood, fire, storm or other natural disaster, act of God, labor controversy or threat thereof, civil disturbance or commotion, disruption of the public markets, war, terrorism, or armed conflict, the inability to obtain sufficient material, supplies, labor, transportation, power or other essential commodity or service required in the conduct  of its business, including internet access, or any change in or the adoption of any law, ordinance, rule, regulation, order, judgment or decree.

6.8      No Disparagement.  Each party agrees that, during the term of this Agreement and for a period of five (5) years thereafter, neither will make written or oral comments regarding the other that are negative, disparaging, tend to bring the other into disrepute or call into question the business acumen, character, honesty or integrity of the other.

6.9      Confidentiality.  Both parties acknowledge that by reason of its relationship to the other under this Agreement, each party may have access to certain information and material concerning the other’s business, plans, customers, financials, technology and products that are confidential and of substantial value to the other party, which value would be impaired if such information were disclosed to third parties. Both parties agree that it will not use in any way for its own account or the account of any third party, nor disclose to any third party, any such confidential information revealed to it by the other party. In the event of termination of this Agreement, there shall be no use or disclosure by either party of any confidential information of the other party and any materials related to the other party shall be immediately returned. Both parties acknowledge that the provisions of this section are reasonable and necessary for the protection of each party and either party will be irrevocably damaged if such covenants are not specifically enforced. Accordingly, both parties agree that, in addition to any other relief that either party may be entitled in the form of actual or punitive damages, either party shall be entitled to seek and obtain injunctive relief from an arbitration panel or a court of competent jurisdiction, without any requirement to post a bond, for the purposes of restraining the other party from any actual or threatened breach of such provision.

  1. REFERRAL

7.1      Overview.  Partner wishes to refer business prospects to Fee Navigator Services (“Candidates”) to Company in accordance with the terms and conditions contained in this section.

7.2      Terms and Conditions.  Partner may from time to time refer Candidates to Company. Company, in its sole discretion, shall have the option to enter into, or decline to enter into, a comprehensive agreement with any Candidate. In the event Company declines, for any reason, to enter into an agreement with any Candidate, Company shall have no obligation to Partner under this Agreement or otherwise with respect to such Candidate. If (a) such Candidate has (i) not previously entered into an agreement of any kind or nature with Company; (ii) not previously been referred or introduced to Company; and (iii) not previously been documented as a Candidate of Company’s; and (b) Company enters into an agreement with any such Candidate that was referred by Partner, then Company shall pay a commission to Partner as set forth below in Section 7.3.  In the event a referral of a Candidate is disputed by Company and/or among one or more referrers, agents, finders or other persons, Company alone shall determine which party, based solely upon who first provided it with written notice of such Candidate, is entitled to a commission, if any, with respect to such Candidate.

7.3 Support. A designated user of Partner shall be added to the team account of the Candidate, so that Partner may have account visibility and provide support to their Candidate users. Company support and training is available to be purchased and used as needed, whether by Partner or Candidate. If Partner does not provide the necessary support to Candidate, Candidate may select a different Partner to support them, or Candidate’s affiliation with Partner may be removed so Company could provide support to Candidate.

7.4      Commissions.  In consideration for Partner’s services to be performed pursuant to this Section 7, Company shall pay Partner a commission for each Candidate referred by Partner, the details of which will be available in the Partner > Help section of the online Partner account. Commissions due Partner are paid each quarter if the amount owing exceeds $500 US; otherwise they will be cumulated and will be paid once the $500 US highwater mark has been exceeded. Commissions shall be paid by within 60 days after issuance of a commission report.

7.5      Records.  Company shall maintain books and records related to Partner’s commission payment calculations.  Company shall permit Partner or Partner’s designee(s) reasonable access during Company’s normal business hours and, upon request, to verify commission payments due pursuant to this Section 7.

7.6      Refunds.  If a refund is issued pursuant to the applicable agreement with Company and Candidate, then the Partner’s commission account is adjusted and the commission for the applicable refund is subtracted accordingly.

Last updated: 24-Jul-2025