Bolt Referral Program

These Bolt Referral Program Terms and Conditions (“Terms”) govern your participation in the Bolt Referral Program (“Program”) offered by Bolt Financial, Inc. (“Bolt,” “we” or “us”). By participating in the Program, you agree to be bound by these Terms.
Please note that these Terms apply only to the Program and are separate from the Bolt End User Terms of Use, which will continue to apply to any use of Bolt’s online products and services (“Services”). Please note that Bolt may use any information it receives in connection with this Program about you or others in accordance with our Privacy Policy.

1. About the Program

1. The Program is designed to help Bolt find Merchants (as defined below) who may be interested in purchasing a Bolt enterprise package of Services. A “Merchant” means any company or other entity engaged in selling products or services through an online or digital platform, ecommerce system, point of service or fulfillment, channel or other similar arrangement, in each case that is not currently using the Services to sell any of such products or services.
2. Eligible Merchant Referrals. A “Merchant Referral” means a Merchant introduction directly made by you to the Company in writing (email sufficient):
   1. with the Merchant's written or expressed consent;
   2. that the Company confirms in writing to you (email sufficient) is an eligible Merchant before any meeting occurs;
   3. that results in decisionmaking representatives of the Merchant and applicable representatives of the Company holding at least one meeting to discuss the Merchant's proposed use of the Company Services; and
   4. following and as a result of such meeting, the Merchant executes an order form for the Services within six (6) months of the Company's confirmation of eligibility described in clause (ii).
   5. No Merchant shall be a Merchant Referral unless such Merchant satisfies (in the Company’s good faith determination) each of the criteria set forth in clauses (i) through (iv) of the definition of “Merchant Referral”. Without limiting the foregoing, the following Merchants shall not qualify as a Merchant Referral regardless of whether they satisfy any or all of such criteria: (i) a Merchant that contacted the Company (through any channel or means) prior to you introducing such Merchant to applicable representatives of the Company; (ii) a Merchant that the Company first identified or contacted from or through a source other than you; (iii) a Merchant that is classified as active or was classified as active in the Company’s customer relationship management software or otherwise had material communications with Company during the twelve (12) months before your introduction of such Merchant to the Company; (iv) any Merchant, brand or property related to and/or affiliated with a previous Merchant Referral that executes an order form and/or receives the Services and does not independently qualify as a Merchant Referral; and (v) any Merchant that the Company determines is not an eligible Merchant, which determination may occur or be modified at any time. Nothing in this Agreement obligates the Company to engage with or otherwise enter into any relationship with any Merchant, and the Company may reject any and all Merchants, even after such Merchant executes an order form (and any such rejected Merchant shall not qualify as a Merchant Referral).
   6. Payout Determinations. All determinations regarding the eligibility of Merchant Referrals, the calculation of Gross Revenue, and the payment of any referral bonuses or fees under these Terms shall be made by Bolt in its sole and absolute discretion, and such determinations shall be final and binding. Bolt reserves the right, at any time and for any reason (including suspected fraud, abuse, or noncompliance with these Terms), to withhold, adjust, or decline to make any payment under this Program. You acknowledge and agree that participation in the Program does not guarantee any payment and that Bolt’s decisions with respect to payments are not subject to appeal or review.
   7. No Right to Audit or Dispute. You agree that you shall have no right to audit, contest, or otherwise challenge any determination made by Bolt regarding Rewards or other payments under this Program.

2. Sign Up Flow

In order for you to be eligible for any Rewards (as defined below) under the Program, you will need to enter your email address and contact information through Bolt’s sign up flow which includes agreeing to these Terms.  

3. Eligibility

1. You may only participate in the Program if you meet the following eligibility requirements: 
   1. you are a legal resident of the United States of America; 
   2. you are an individual and are at least 18 years of age;
   3. you are not currently employed by Bolt, including as a full-time or part-time employee, as a paid or unpaid intern, or as an independent contractor to Bolt; and
   4. you have lawfully obtained the Merchant Referral’s information and your provision of that information to Bolt or the Merchant Referral voluntarily provides the information to Bolt, and our use in accordance with our Privacy Policy,  does not and will not violate any applicable law or regulation. 
2. If you participate in the Program, you represent and warrant that you meet the above eligibility requirements. 
3. Either party may terminate your participation in the Program at any time with prior written notice. The rights and obligations of the parties under these Terms that by their nature are intended to survive termination or expiration of these Terms, including but not limited to confidentiality, intellectual property ownership, indemnification, representations and warranties, limitations of liability, and dispute resolution provisions, shall survive the termination or expiration of these Terms and continue in full force and effect, as well as the Company’s obligation to pay any Rewards accrued before such termination, it being understood that the Rewards with respect to a Merchant Referral shall be deemed to be accrued before the termination of these Terms if and only if the Go-Live Date for such Merchant Referral occurs before or within 30 days after the effective date of termination.

4. Rewards

1. Subject to these Terms, you may qualify for a “Reward” for a Merchant Referral as follows:
   1. Merchant Referral Reward
      1. You shall receive a flat referral bonus of $200 for each eligible Merchant Referral. In addition, you shall be entitled to receive a performance-based referral fee equal to 0.02% of the Gross Revenue generated by that Merchant Referral and processed through the Bolt platform during the first twelve (12) months following the Merchant Referral’s activation.
      2. For purposes of these Terms, “Gross Revenue” means the Merchant Referral’s gross transaction volume processed through the Services, excluding interchange fees paid to card networks, pass-through payment costs and fees charged by banks and similar financial institutions, fraud costs and fraud chargebacks and any other third-party payment or processing-related fees associated with such transactions.
   2. Large Merchant Referral Reward
      1. For Merchant Referrals generating more than $20 million/year in Gross Revenue, you shall receive a $5,000 referral bonus plus 0.05% of Gross Revenue processed through Bolt for the first 12 months following activation.
   3. Milestone bonus
      1. You shall receive a $10,000 bonus upon successfully referring 50 Merchant Referrals, each of which remains an active Bolt customer for 12 consecutive months following activation.
2. Your eligibility to receive a Reward is subject to verification by Bolt, whose decisions are final and binding in all matters related to this Program. You will not receive a Reward unless and until your eligibility has been verified and you have been notified by Bolt that verification is complete and no further action is needed. You must claim any Reward provided in accordance with the instructions we provide you via a notification email within one year of receiving that notice.
3. ALL FEDERAL, STATE AND LOCAL TAXES ASSOCIATED WITH THE RECEIPT OR USE OF ANY REWARD ARE YOUR SOLE RESPONSIBILITY. Rewards are not transferable.

5. Other Conditions

1. You agree not to engage in any of the following activities in connection with your participation in the Program:
2. Take any action that violates the Bolt End User Terms of Use;
3. engage in any activities with intent to deceive, such as by impersonating any person, or that constitutes fraud (or attempted fraud);
4. violate any law, infringe or violate the rights of any third party, or otherwise act in a manner that is deemed harassing, harmful, illegal, hateful, obscene or outside the spirit and intent of the Program; or
5. send a link or Merchant Referral information for individuals that you know or should have known would not want Bolt to connect with them about the Services.
6. Bolt reserves the right to revoke or disqualify you from eligibility to receive a reward under this Program in the event we reasonably believe you have breached any of the Terms. 

6. CA Notice of Financial Incentive

You may participate in this financial incentive by providing the information we have requested in connection with this Program. If you choose to participate in the Program, Bolt will collect identifiers, such as name, email and phone number, and professional or employment information. Your participation is completely voluntary and on an opt-in basis. If you wish to withdraw from the Program, you can do so at any time by contacting us at support@bolt.com. If you withdraw, you will no longer be eligible to receive Rewards under the Program. The value of the personal information we collect is reasonably related to the value of the benefit presented to you. 

7. Confidential Information

You will keep any information disclosed by Bolt to you, whether or not such information is marked as confidential or proprietary, including (but not limited to) any information provided by Bolt to you regarding Bolt’s business plans, product roadmaps or customer relationships (“Confidential Information”) confidential, will not disclose Confidential Information to any third party (except as may be required by law) and will not use any Confidential Information in any manner (whether for itself, any other person or otherwise) other than solely to perform its obligations under this Agreement. Confidential Information does not include information that (i) is or becomes publicly available other than as a result of a disclosure by you in violation of these Terms, (ii) is or becomes available to you on a nonconfidential basis from a source (other than Bolt) that is not prohibited from disclosing such information to you or (iii) is known to you prior to disclosure by Bolt as shown by reasonable documentation. You will not during the term of this Agreement (or thereafter) improperly use or disclose any proprietary information or trade secrets of any other person or entity with which Bolt has an agreement or duty to keep in confidence information acquired by you, if any. You recognize that Bolt has received, and in the future will receive, from third parties their confidential or proprietary information and that Bolt has certain obligations to maintain the confidentiality of such information and to use it only for certain limited purposes. You agree that you owe Bolt and such third parties, during the term of your participation in the Program and thereafter, a duty to hold all such confidential or proprietary information, if any, in the strictest confidence and not to disclose it to any person, firm or corporation or to use it except as requested by Bolt or such third party.

8. Compliance

You shall not make any representation, warranty, guarantee, pricing statement, or commitment on the Company’s behalf and shall use only Company-approved materials when engaging with Merchants. You shall not accept any fee, commission, rebate, or other compensation from any Merchant or third party relating to the Services without the Company’s prior written consent. You will maintain accurate and complete books and records relating to the Program and your compliance with the terms of this Agreement for five (5) years and, upon reasonable notice, permit the Company or its designated representatives to audit such records during normal business hours. You shall not use Company’s name, trademarks, or logos, or refer to Company or this relationship in publicity or marketing, without Company’s prior written consent.

9. Limitation of Liability

To the fullest extent permitted by applicable law, (a) Bolt will not be liable to you under any theory of liability—whether based in contract, tort, negligence, strict liability, warranty, or otherwise—for any indirect, consequential, exemplary, incidental, punitive or special damages or lost profits, even if Bolt or its affiliates have been advised of the possibility of such damages; and (b) the total liability of Bolt for any claim arising out of or relating to these Terms or your participation in the Program, regardless of the action, is limited to the amounts paid to you under these Terms.

10. Independent Contractor

It is the express intention of the parties that you are an independent contractor. Nothing in this Agreement is intended, or should be construed to constitute you as an agent, employee or representative of Bolt. You are not authorized to make any representation, contract or commitment on behalf of Bolt.

11. Non-Disparagement

You agree that during the term of your participation in the Program and for five (5) years thereafter, not to disparage the reputation of (i) Bolt, (ii) Bolt’s products or services, (iii) Bolt’s current or former officers, directors, employees, agents, shareholders, representatives or owners, or (iv) the successors and assigns of any of the foregoing. In addition to any other remedies available at law or in equity, the parties agree that a violation of this Section shall result in liquidated damages in the amount of One Hundred Thousand Dollars ($100,000) per violation, which the parties agree represents a reasonable estimate of anticipated damages and is not a penalty.

12. Governing Law and Dispute Resolution

These Terms will be governed by the laws of   the State of Delaware, without regard to its conflict of law provisions. You and Company irrevocably waive any and all rights they may have to a jury trial in any judicial proceeding involving any claim relating to or arising under this Agreement. Any dispute, controversy, or claim arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof (a “Dispute”), shall first be submitted to non-binding mediation administered by a third party mediator selected by the Parties. If the Dispute is not resolved through mediation within thirty (30) days of a written request for mediation, it shall be finally resolved by binding arbitration seated in Delaware, administered under the rules of the American Arbitration Association. Judgment on the arbitral award may be entered in any court of competent jurisdiction; provided, that all proceedings and materials from the arbitration shall be kept confidential and only the information necessary to obtain a judgment may be disclosed in the proceedings before such court. The arbitrator(s) shall apply the substantive laws of the State of Delaware (excluding its conflict of laws principles). In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees as well as such party’s share of the costs of the arbitrator charged to the Parties. Your obligations under these Terms are of a unique character that gives them particular value such that breach of any of such obligations will result in irreparable and continuing damage to the Company for which there will be no adequate remedy at law. In the event of any such breach or alleged breach, in addition to any other remedies under this Agreement or otherwise available under applicable law, the Company will be entitled to injunctive relief and/or a decree for specific performance and may seek to obtain such remedy without first pursuing the foregoing Dispute resolution procedure.

13. Suspending or Discontinuing the Program

We reserve the right to suspend or stop providing all or portions of our Program at any time. You also have the right to stop participating in the Program at any time. 

14. Changes

We may modify these Terms from time to time.  We will provide notice of changes by posting the updated Terms and updating the “Last Updated” date above, and we may provide additional notice (such as by email).  Your participation in the Program after these changes, will signify your agreement to the updated Terms.  If you do not agree to the amended Terms, you must stop participating in the Program. Except in urgent situations, such as changes designed to help prevent abuse or respond to legal requirements, any changes to these Terms will apply only on a going-forward basis.  

15. General Terms

If any provision or part of a provision of these Terms is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.  The failure of Bolt to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. These Terms reflect the entire agreement between the parties relating to the subject matter hereof and supersede all prior agreements, representations, statements and understandings of the parties. Use of the word “include” or “including” will be interpreted to mean “including without limitation.” These Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity. You agree that communications and transactions between us may be conducted electronically. This Agreement is non-exclusive and, accordingly, (A) imposes no minimum Reward, Merchant Referral, or other minimum activity commitments on the Company, and (B) the Company may engage other advisors and referral partners and may sell directly to any Merchant.