Last modified: January, 2025
This referral fee agreement, dated _____________, 2025 (the “Agreement”), is entered into by and between 8fig Inc., with offices located at 1717 W 6th St, Suite 335, Austin, TX 78703 (the “Company“ or “8fig”), and ___________________(“Affiliate”), and together with Company, the “Parties”, and each, a “Party”. WHEREAS, Company is interested in financing Online Sellers who are currently or were previously customers, followers or associated with Affiliate (individually, an “Online Seller” or “Brand”); and WHEREAS, Company desires to engage Affiliate to help identify Online Sellers who may be interested in supply chain financing and introduce them to Company through a variety of agreed upon methods, with the ultimate goal of Company financing one or more of such online Sellers, and WHEREAS, Affiliate desires to accept such engagement and partner with Company to refer companies in Affiliates network. NOW, THEREFORE, in consideration of the premises set forth above and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
- Engagement.
(a) Company hereby engages Affiliate, and Affiliate accepts such engagement, on a non-exclusive basis, to help identify Online Seller who may be interested in supply chain financing and introduce them to Company through a variety of methods agreed upon in the Scope of Work (as defined below), with the ultimate goal of the Company completing one or more Supply chain financing deals (the “8fig Service”). Affiliate’s introductions of Online Seller shall be from its network with the Online Seller Criteria, attached hereto as Attachment A (the “Online Seller Criteria”). For the purposes of clarity, nothing in this Agreement shall impede Company’s right and ability to designate any other person or company to introduce a possible Online Seller that may be interested in 8fig Service. Company retains sole discretion to accept or reject any Brand as a Qualified Brand (as such term is defined below) for the 8fig Services.
(b) Affiliate shall introduce Company to Online Seller that may be interested in 8fig Service using the Preferred Methods of Communication as are set forth in the Online Seller Criteria below, but shall not participate in any sales meetings, except at the express request of Company, or negotiations nor have the authority to offer, enter into a letter of intent or otherwise commit to any 8fig Service.
(c) The Online Seller Criteria may be amended from time to time by Company, provided that any such changes shall be submitted as a request for the written approval for such amendment from the Affiliate, such approval not to be unreasonably withheld.
(d) The Company may choose in its own discretion if to offer financing to such Online Sellers introduced by the Affiliate or reject them.
(e) Affiliate shall not use the name or identify the Company as a lender. Affiliate acknowledges that the reference to Company as a lender may be misleading to any prospective customers and as such may cause grave damage to Company.
(f) Disclosure of Compensation. Affiliate shall disclose in writing to any Brand (i) the existence of a compensation arrangement between Company and Affiliate, and (ii) that such compensation is based on the provision of said Brand’s information to Company and such Brand’s choosing to take a loan obtain funding from Company. Affiliates shall make such disclosure before any prospective customers opt-in to sharing their information with the Company.
- Compensation.
(a) During the term of this Agreement, for each Brand Agreement successfully consummated, 8fig will pay to Affiliate a Commission in accordance with Schedule A, provided that such Brand Agreement meets all the following conditions: (i) 8fig was introduced to the Brand in question for the first time by Affiliate via an identifiable link which is unique to 8fig (the “Link”), (ii) before Partner’s introduction, said Brand has not previously considered entering into a relationship with 8fig nor was 8fig separately introduced to the Brand in question by a broker who has such Brand under contract, both as evidenced by 8fig’s CRM system, (iii) 8fig enters into a Brand Agreement with such Brand for the supply of chain financing transaction within ninety (90) days of the initial introduction date by Affiliate through the Link (each a “Qualified Brand”). For avoidance of doubt, if no Brand Agreement is entered after the elapse of said 90-days as described above, such Brand shall no longer qualify as a Qualified Brand. Each party shall be responsible for and pay any and all applicable taxes, customs, withholding taxes, duties, assessments and other governmental impositions resulting from its own activities under this Agreement. Each party will be responsible for the expenses that it incurs in connection with the performance of this Agreement, except as may otherwise be mutually agreed upon in writing by the parties. The Affiliate will not, in any case, sign up on behalf of the merchant and will not use the merchants’ details on their own.
- For the purposes of this Agreement, the term “Brand Agreement” means an agreement to be executed between Brand and 8fig for the provision of 8fig Service, and for which a growth plan has been activated within thirty (30) days after the execution of such Brand Agreement. Independent Contractor.
Affiliate is an independent contractor of Company, and this Agreement shall not be construed to create any association, partnership, joint venture, employee or agency relationship between Affiliate and Company for any purpose. Affiliate has no authority (and shall not hold itself out as having authority) to bind Company and Affiliate shall not make any agreements or representations on Company’s behalf without Company’s prior written consent. Without limiting the above, Affiliate will not be eligible to participate in any vacation, group medical or life insurance, disability, profit sharing or retirement benefits, or any other fringe benefits or benefit plans offered by Company to its employees, and Company will not be responsible for withholding or paying any income, payroll, Social Security or other federal, state or local taxes, making any insurance contributions, including unemployment or disability, or obtaining worker’s compensation insurance on Affiliate’s behalf. Affiliate shall be responsible for, and shall indemnify Company against, all such taxes or contributions, including penalties and interest. Any persons employed or engaged by Affiliate in connection with the performance of Affiliate’s obligations hereunder shall be Affiliate’s employees or contractors, and Affiliate shall be fully responsible for them and indemnify Company against any claims made by or on behalf of any such employees or contractors.
- Confidentiality.
All non-public, confidential, or proprietary information of either party, including, but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by either party to the other party, whether disclosed intentionally or unintentionally, orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential,” in connection with this Agreement, as well as the terms and conditions and the existence of this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized by the disclosing party in prior writing. Upon either party’s request, the receiving party shall promptly return all documents and other materials received from the disclosing party. Both parties shall be entitled to injunctive relief for any violation of this Section 4. This section shall not apply to information that is: (a) in the public domain; (b) rightfully and legally known by either party at the time of disclosure; or (c) rightfully obtained by either party on a non-confidential basis from a third party knowing the third party has the right to disclose the information.
- Publicity and Announcements.
Neither Affiliate nor Company shall (orally or in writing) publicly disclose or issue any press or make any other public statement, or otherwise communicate with the media, concerning the existence of this Agreement or the subject matter hereof without the prior written approval of the other Party, except to the extent that a Party (based upon the reasonable advice of counsel) is required to make any public disclosure or filing with respect to the subject matter of this Agreement by applicable law, in which case no such disclosure shall be made without providing prior written notice to the other Party.
- Term and Termination.
(a) The term of this Agreement commences on the date of this Agreement and continues for a period of one (1) year, unless and until earlier terminated as provided under this Agreement (the “Initial Term”). Upon expiration of the Initial Term, this Agreement automatically renews for additional successive one (1) year terms (each a “Renewal Term” and together with the Initial Term, the “Term”).
(b) Either Party may terminate this Agreement at any time during the Term, for any reason or for no reason whatsoever, with 30 calendar days written notice to the other Party.
(c) In addition to any remedies that may be provided in this Agreement, either Party may terminate this Agreement with immediate effect upon written Notice to the other party, if the other party: (i) fails to pay any amount when due under this Agreement and such failure continues for 30 days after the other party’s receipt of Notice of nonpayment; (ii) has not otherwise performed or complied with any of the terms of this Agreement, in whole or in part; or (iii) becomes insolvent, files a petition for bankruptcy, or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors.
- Indemnification; Limitation of Liability.
(a) Affiliate agrees to indemnify and hold harmless the Company, its affiliates, officers, and employees from and against any claims, damages, losses, or expenses arising from or in connection with the Affiliate’s breach of this Agreement or negligence.
(b) COMPANY IS NOT AND SHALL NOT BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION WITH THIS AGREEMENT OR THE SERVICE, EVEN IF COMPANY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, COMPANY’S AGGREGATE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT AND THE SERVICE WILL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE UNDER THIS AGREEMENT DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.
- Representations And Warranties.
Each party respectively represents and warrants, at all times during this Agreement, that:
(a) This Agreement constitutes a valid, binding and enforceable agreement of itself.
(b) The execution of this Agreement and the performance of its obligations under this Agreement are within its powers, has been authorized by all necessary action, and does not constitute a breach of any agreement between itself and any other party.
(c) It complies with all applicable state and federal statutes, ordinances, rules, regulations, and requirements of governmental authorities related to its rights and obligations under this Agreement and its execution and performance will not contravene any law applicable to it.
- Miscellaneous.
(a) All notices, requests, consents, claims, demands, waivers, summons and other legal process, and other similar types of communications hereunder (each, a “Notice”) must be in writing and addressed to the relevant Party at the address set forth on the first page of this Agreement (or to such other address that may be designated by the receiving Party from time to time in accordance with this Section 7(a)). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees prepaid), registered mail (in each case, return receipt requested, postage prepaid) or email to an authorized representative of the Party. A Notice is effective only (i) upon receipt by the receiving Party and (ii) if the Party giving the Notice has complied with the requirements of this Section 7(a).
(b) This Agreement and all matters arising out of or relating to this Agreement are governed by, and construed in accordance with, the laws of the State of Texas, without regard to the conflict of laws provisions of such state. Any legal suit, action or proceeding arising out of or relating to this Agreement must be instituted in the federal courts of the United States of America or the courts of the State of Texas, in each case located in the City of Texas, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. (c) This Agreement represents the entire understanding between the Parties, hereto. There are no representations, agreements, arrangements, or understandings, oral or written, between or among the parties hereto relating to the subject matter of this Agreement that are not fully expressed herein. This Agreement, and each of the terms and provisions hereof, may only be amended, modified, waived, or supplemented by a prior agreement in writing signed by each Party.
(d) Affiliate shall not assign, transfer, delegate, or subcontract any of its rights or obligations under this Agreement without the prior written consent of Company. Any purported assignment or delegation in violation of this Section shall be null and void. Company may at any time assign, transfer, or subcontract any or all of its rights or obligations under this Agreement without Affiliate’s prior written consent. This Agreement will inure to the benefit of and be binding upon each of the Parties and each of their respective permitted successors and permitted assigns.
(e) This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together constitutes one and the same agreement. Delivery of an executed counterpart of this Agreement electronically or by facsimile shall be effective as delivery of an original executed counterpart of this Agreement.
(f) If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Headings of paragraphs herein are inserted for convenience of reference only and shall be ignored in the construction or interpretation hereof.
(g) This Agreement constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
(h) The parties do not confer any rights or remedies upon any person other than the Parties and their respective successors and permitted assigns. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.
8fig INC.
Name:____________________
Title:_____________________
Signature:_________________
Date:_____________________
Affiliate:___________________
Name:____________________
Title:_____________________
Signature:_________________
Date:_____________________
Online seller criteria
The following Criteria from the Company shall be used by Affiliate to determine which companies from its portfolio of clients it shall refer to the Company.
The Company expects that the following Criteria shall evolve, expand and change. Consequently, the Company may amend the Criteria applied by Affiliate by amending in writing the Criteria set forth in this Online Seller Criteria.
Initially, the Company criteria shall be:
| Time in operation | 6 consecutive months with monthly sales > $12,000 |
| Annual sales | > $100,000 in the past 12 consecutive months |
| Sales currency | USD/CAD (Sales in other currencies won’t be taken into consideration for the funding application) |
| Location | The applicant is registered with the US Secretary of State as an LLC or INC in active status (sole proprietors excluded) |
| Bank account | The applicant owns a US bank account with 3+ months of history, and the eCommerce revenues and expenses should be processed via this account |
| Contract | To be signed by the applicant’s authorized personnel and with the applicant’s accurate legal name |
Required applicant information and documentation to support application
| Application for > $500,000 in funding | Financial statements (balance sheet, P&L) from the past two years |
| Application for > $300,000 in funding | Personal guarantee |
| IRS doc | An IRS doc to validate the applicant’s EIN may be required |
| Active debts | Information on monthly repayments & outstanding repayments across all active loans |
| Paid-off debts | Paid-off letters regarding completed loans (last 3 months) |
| Sales and Disbursement trends | Information on sales volatility, in cases of 30%+ change in monthly sales |
| UCCs | Names of creditors for all active UCCs |
| “Other” revenues | Information on non-eCommerce revenues |
| NSF/penalties | Merchants with insufficient funds fees/returned transactions >1% of sales may be requested to provide additional information |
| Significant transaction categorization | Details on single or a group of financial transactions > 10% of applicant’s monthly expenses |