BUSINESSES REFERRING FRIENDS FOR THE TAX CREDITS PROGRAM TERMS

These Terms for Lendio’s Businesses Referring Friends for the Tax Credits Program, along with any exhibits, (together the “Agreement”), dated as of the date which the prospective partner agrees to these terms (the “Effective Date”), govern your participation in the Businesses Referring Friends for the Tax Credits Program (the “Program”) offered by Lendio, Inc. (“Lendio”).

THESE TERMS STATE THAT ANY DISPUTES BETWEEN YOU AND LENDIO MUST BE RESOLVED IN THE STATE OF UTAH AND THAT YOU WAIVE THE RIGHT TO PARTICIPATE IN ANY CLASS ACTION. 

By registering and/or participating in the Program, you agree to be bound by the terms and conditions of this Agreement. You also agree that the judgments and decisions of Lendio with respect to the administration of the Program and other interpretation and application of this Agreement, including those relating to your approval to participate in the Program and your compliance with the requirements set forth herein, will be final and binding and made by Lendio in its sole discretion.

Lendio reserves the right to modify these Terms at any time. In the event of such a modification, you will be notified and Lendio will request that you accept the modified Agreement in accordance the terms of the Agreement. If you accept the modified Agreement within the timeframe specified, you may continue to participate in the Program, subject to terms and conditions of the modified Agreement. If you do not accept the modified Agreement within the timeframe specified, your participation in the Program will be terminated, and you must immediately terminate all activities in connection with the Program, including all uses of any Lendio assets, data, information, and Marks provided to you in connection with the Program, along with any links to Lendio.

Business’s admission into the Program is contingent upon Business submitting various due diligence documentation to Lendio, and Lendio’s acceptance of Business into the Program. Should Lendio, in its sole discretion, determine that Business’s documentation is insufficient, Lendio reserves the right to terminate Business’s continued participation in the Program.

As used in this Agreement, “we”, “us” and “our” refers to Lendio, and “you” and “your” or “Business” refers to the entity or individual which agrees to these terms. Business and Lendio may at times be referred to together as a Party or collectively as the Parties.

         THEREFORE, in consideration of the mutual promises contained herein, the Parties hereby agree as follows:

1. Referrals 

1. Referrals: Business will identify certain individuals or businesses to refer to Lendio for ERC preparation services (each a “Referral”). Business will be given a unique code to provide to the Referral, which must be inputted by the Referral for the Business to be credited for the Referral. In the event the code is not provided at the appointed point in the process, Business shall not receive credit for the referral. Furthermore, for a Referral to be valid, it must meet the qualifications set forth in this section.
   • Referral Qualifications.  To receive compensation for a Referral, the Referral must apply for an ERC using Lendio’s application, submitted all necessary documents to support the application, and the full application must be submitted to Lendio’s third party tax partners for review and submission to the IRS.
   • The determination of whether a Referral meets the foregoing criteria is in Lendio’s sole discretion. 
2. Application and Loan Process. Lendio shall have the sole right and responsibility for processing all applications and transactions made by Referrals on Lendio’s site. Business acknowledges that all applications and agreements relating to Lendio products shall be between Lendio and the Referral. Referrals who apply for products through this program will be deemed to be customers of Lendio. Accordingly, all Lendio terms and conditions, policies, and operating procedures will apply to any applications received through the Program and any transactions or relationships resulting therefrom. We may change our policies, terms and conditions and operating procedures at any time in our sole discretion without notice to you. For the avoidance of doubt, Lendio may approve, decline, withhold or suspend any application received through the Program or any resulting card or product account, in its sole discretion, and you will have no recourse for compensation which may be lost as a result of any such action.
3. Attribution. Each Referral shall be attributed to Business to the extent the Referral uses Business’s unique code. In the event Referral does not use Business’s unique code, Business shall not receive attribution. 

2. Compensation 

1. Closed Transaction Definition. Lendio will pay Business for each Referral whose transaction results in a Closed Transaction. For a transaction to be a Closed Transaction under this Agreement, a Referral must meet the qualifications set forth in section 1(a)(i), and use the unique code associated with the Business.
2. Payment. For all Closed Transactions, Lendio shall pay to Business a $500.00 gift card. Within ten (10) days of completion of the transaction, Lendio will send to the email associated with your account a method by which you can claim a Visa gift card in the amount of $500.00 USD (the “Gift Card”). In its sole discretion, Lendio may alter the method of delivery on a case-by-case basis. Lendio is not responsible for any inability to access the Promotion or claim a Gift Card due to difficulty accessing the internet, service outage or delays, computer difficulties and other technological problems. The Gift Card will expire when the “valid thru” date printed on the front of the Card has passed. If you have funds remaining on the Gift Card, but the card expires, please contact 1 (888) 524-1283. To request a replacement Card. Additional terms for the Gift Card can be found at the following links:

Tremendous Rewards Cardholder Agreement

Tremendous Gift Rocket Prepaid Gift Agreement

Sutton Bank Privacy Disclosure

3. Restrictions and Availability. The Gift Card is provided only to those Referrals who meet the eligibility requirements. Limit (1) one Gift Card per Referral. 

4. Taxes. Neither Party shall be responsible for any taxes owned by the other Party arising out of either Party’s activities described in this Agreement. Lendio shall not withhold any taxes from the Referral Fees paid to Business.

5. Withholding Payments. All determination of whether compensation is owed to Business pursuant to this section shall be made by Lendio in its sole discretion.

3. Term and Termination:
   • Term. This Agreement shall commence upon entering the Agreement, and shall continue until terminated in accordance with the terms of this Agreement. 
   • Termination for Cause. Lendio may terminate this Agreement immediately if Business materially breaches or violates any terms or conditions of this Agreement. All rights to causes of action and any provisions which by their terms are intended to survive termination, shall survive termination of this Agreement. However, in the case of Business’s breach of this Agreement, Lendio reserves the right to withhold any outstanding payments and pursue further action against Business to recover additional monetary damages resulting from Business’s breach of this Agreement and failure to comply with the terms herein.
   • Right of Termination. Lendio reserves the right to terminate this Agreement at any time for any reason, upon seven days prior written notice.
   • Effect of Termination. Upon termination of the Agreement for any reason, Business will immediately cease use of all Lendio Marks, and all other materials provided by or on behalf of Lendio to Business pursuant hereto or in connection with the Agreement.

4. Indemnification:  Business shall defend, indemnify and hold Lendio and its affiliates and their successors and assigns, and their respective directors, officers, employees, agents, shareholders or subcontractors (the “Indemnified Party”) harmless from and against all third party claims, causes of actions, suits and proceedings, liabilities, damages, losses, costs and expenses (including, without limitation, reasonable attorneys’ fees and costs) arising out of or relating to any (i) breach of the terms and conditions of this Agreement or (ii) any claim brought against an Indemnified Party alleging injury or damage from or in connection with either Party’s breach of any of the terms of this Agreement (each, a “Claim”).  The Indemnified Party shall notify Business of all threats, claims and proceedings relating to any Claim, permit the Business to control the investigation, defense and settlement of all such Claims, subject to Lendio’s advice, and provide Business with reasonable cooperation, at Business’s expense, in the defense and/or settlement of such Claims.  Business shall not settle or agree to any compromise with respect to any Claim on the Indemnified Party’s behalf without Lendio’s prior written approval.  In the event that the Indemnified Party’s actions, failure to act or breach, or a third party’s negligent or intentional acts or omissions contributed to the cause of the Claims being asserted against Business hereunder, the damages and expenses shall be allocated (or reallocated) between Business, Indemnified Party, and any other party bearing responsibility, in such proportion as appropriately reflects the reflective fault of such parties, and the liability of the Indemnified Party shall be proportionately reduced. 

5. Limitation of Liability: TO THE MAXIMUM EXTENT ALLOWABLE BY APPLICABLE LAW, IN NO EVENT SHALL LENDIO OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUBCONTRACTORS OR SOURCES BE LIABLE TO Business UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY FOR COSTS OF PROCURING SUBSTITUTE GOODS OR SERVICES.  FURTHER, LENDIO SHALL NOT BE RESPONSIBLE OR LIABLE TO Business FOR THE PERFORMANCE, PAYMENT, OBLIGATION, LIABILITY, FRAUD OR BREACH OF ANY CUSTOMER. IN NO EVENT SHALL LENDIO OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUBCONTRACTORS OR SOURCES BE LIABLE TO BUSINESS UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, OR LOST PROFITS OR DATA, EVEN IF BUSINESS HAS BEEN ADVISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING.

6. Warranty Disclaimer:  EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, LENDIO DOES NOT MAKE ANY WARRANTIES OR CONDITIONS OF ANY KIND, INCLUDING ANY REPRESENTATIONS OR WARRANTIES REGARDING IT’S SERVICES, CUSTOMERS, OR WEB SITES, AND LENDIO HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE.

7. Sole Discretion: Business agrees that the judgments and decisions of Lendio with respect to the interpretation and application of this Agreement, including those relating to Business’s compliance with the requirements set forth herein, will be final and binding and made by Lendio in its sole discretion.

8. Modification: Lendio reserves the right to modify the Agreement and/or the Statement of Work at any time. In the event of such a modification, Lendio will notify Business and request acceptance of the modified Agreement within 15 days. If Business accepts the modified Agreement within 15 days, Business may continue to participate in the Program, subject to terms and conditions of the modified Agreement. If Business does not accept the modified Agreement within 15 days, the Agreement will be terminated, and Business must immediately terminate all activities in connection with the Agreement, including all uses of any Lendio assets, data, information, and marks provided to Business in connection with the Agreement.
9. Disputes: As a condition of participating in the Program, participants agree that any and all disputes that cannot be resolved between participant and Lendio, and causes of action arising out of or connected with the Program, shall be resolved individually, without resort to any form of class action, exclusively before a court of competent jurisdiction located in the State of Utah and participant irrevocably consents to the jurisdiction of the federal and state courts located in the State of Utah with respect to any such dispute, cause of action, or other matter. All disputes will be governed and controlled by the laws of the State of Utah (without regard for its conflicts-of-laws principles). Further, in any such dispute, under no circumstances will participant be permitted to obtain awards for, and hereby irrevocably waives all rights to claim, punitive, incidental, or consequential damages, or any other damages, including attorneys’ fees, other than participant’s actual out-of-pocket expenses (i.e., costs incurred directly in connection with participant’s participation in the Promotion), and participant further irrevocably waives all rights to have damages multiplied or increased, if any. EACH PARTY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY. All federal, state, and local laws and regulations apply.

10. Miscellaneous
    • No 3^rd Party Beneficiaries: This Agreement is for the sole benefit of the Parties hereto and their successors and permitted assigns, and nothing herein express or implied shall give or be construed to give any person other than the Parties hereto any legal or equitable rights hereunder.
    • Status: The Parties will perform their obligations hereunder as independent contractors. Nothing contained in this Agreement shall be deemed to create any association, partnership, joint venture, or relationship of principal and agent or master and servant between the Parties. Business shall not make any statement that would reasonably contradict anything in this paragraph.
    • Governing Law, Venue and Attorneys’ Fees:  This Agreement will be governed by the laws of the State of Utah, without regard to its conflict of laws principles. The Parties submit to the jurisdiction of the state and federal courts located in Salt Lake County, Utah. The prevailing Party in any action shall be entitled to recover from the losing Party its reasonable attorneys’ fees and costs in addition to any other relief to which such Party is entitled.
    • Severability:  If any provision of this Agreement shall be held illegal, void, or unenforceable, the remaining portions of the Agreement shall remain in full force and effect.
    • Waiver:  The delay or failure of Lendio to exercise any right herein or to take any action against Business in the event of any breach of this Agreement shall not constitute a waiver of such right, or any other right herein.  Any waiver of any right must be made in writing.
    • Contract in Entirety.  This Agreement sets forth the entire understanding of the Parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous letters of intent, agreements, covenants, negotiations, arrangements, communications, representations, understandings or warranties, whether oral or written, of either Party relating thereto.
    • Privacy and Additional Terms: Information collected from participants in connection with the Promotion is subject to Lendio privacy policy, which may be found at https://www.lendio.com/agreements/privacy-policy/. All transactions are subject to Lendio’s Terms of Use: https://www.lendio.com/agreements/terms-of-use/.