These Terms and Conditions (“Terms and Conditions”) are incorporated into and made a part of the Referral Partner Membership Program Agreement (“Agreement” or “Membership Agreement”) by and between ARF Financial, LLC, a California limited liability company (“ARF”) and the referral partner (“Member”) named in the Agreement. These Terms and Conditions supersede and amend in their entirety all prior Terms and Conditions for all Membership Programs which were previously in effect which were discontinued by ARF in 2024. In lieu of the Membership Programs, ARF has initiated Rewards Programs (as defined herein) which provide for rewards benefits applicable to all Members in accordance with the terms of such Rewards Program which are then in effect.

These Terms and Conditions are also a part of and incorporated into the Referral Partner Membership Agreement for all New Members who have entered into a Referral Partner Membership Agreement after July 1, 2024. The current Rewards Program in effect can be found here.

1. Definitions.
Capitalized terms used in the Agreement and all Rewards Programs going forward which are not otherwise defined in the Agreement or such Rewards Program and used herein shall have the meaning ascribed to them as follows:

“Advance” or “Additional Advance” means the Loan or additional Loan provided to a Borrower or Affiliated Borrowing Group. Each Advance has its own terms and amortization schedule, and the Loan Amount of each Advance or Additional Advance will be used to determine the Referral Fees and Residual Fees provided for herein. Advances or Additional Advances only apply to Term Loans, Flex Pay Loans and IO Flex Pay Loans. A “Redraw” under a TLRP, as later defined herein, is not considered to be an Advance for purposes of determining the Referral Fee or Residual Fees due hereunder but instead may be eligible for a fee based upon the Increment Amount as provided in Section 6(e) below.

“Affiliated Borrowing Group” means all loans to any group of borrowing entities that share common ownership or guarantors.

“Agreement” or “Member Agreement” means the Referral Partner Membership Program Agreement entered into between Member and ARF and includes these Terms and Conditions.

“ARF Rep” means the ARF Sales Representative that has been designated and assigned to Member in accordance with the Agreement and these Terms and Conditions.

“Borrower(s)” or “Merchant(s)” means a Referral that has a Loan funded under this Agreement.

“Cash Out” means the amount of funds provided to a Borrower for a Term Loan, Flex Pay Loan or IO Flex Pay Loan less the loan proceeds used to pay off an existing Loan. The term Cash Out does not apply to a Redraw of a TLRP during the Revolving Period of the TLRP.

“Extended Term” means the Extended Term of a Flex Pay Loan, or an IO Flex Pay Loan as provided in the Merchant Agreement with the Merchant.

“Fees” means collectively the Referral Fees and Residual Fees subject to the qualification requirements as set forth herein.

“Flex Pay Loan” means a loan with amortizing weekly payments that provides for an Initial Term consisting of a number of weeks and an Extended Term consisting of a number of weeks if the Merchant elects to not pay off the Loan during the Initial Term.

“Highest Advance” is the highest Loan Amount made during the Revolving Period of a TLRP as further described in Section 6(e) below.

“Increment Amount” is the difference between the Highest Advance made during the Revolving Period of a TLRP and the previous Highest Advance made during the Revolving Period under a TLRP as provided in Section 6(e).

“Initial Term” means the Initial Term of a Flex Pay Loan, or an IO Flex Pay Loan as provided in the Merchant Agreement with the Merchant.

“IO Flex Pay Loan” means a loan with an Initial Term consisting of a number of weeks of “interest only” payments and an Extended Term consisting of a number of weeks of amortizing (“principal and interest”) weekly payments if the Merchant elects to not pay off the Loan during the Initial Term.

“Lender(s)” has the meaning as set forth in the Agreement.

“Lending Services” has the meaning as set forth in the Agreement.

“Loan” means a loan funded to a Borrower or an Affiliated Borrowing Group, including a Renewal, either directly by ARF or an affiliate of ARF or through ARF’s Lending Services for Loans made by ARF’s partner Banks, based upon a Referral made by Member after the Validation Date.

“Loan Amount” means the principal amount of a Loan made to a Borrower or Affiliated Borrowing Group but in case of an Advance or a Renewal, only the Cash Out portion is included for purposes of determining the Referral Fees or Residual Fees. This definition of Loan Amount does not apply to TLRPs and for purposes of determining the Referral Fees on TLRPs which is provided in Section 6(e) below.

“Loan Products” means the specific types of Loans offered by ARF and in connection with its Lending Services which include Term Loans, Flex Pay Loans, IO Flex Pay Loans and TLRPs.

“Marketing Services” include the Member URL, a Member Landing Page and Member Application Registration Page,. Additional Marketing Services such as Co-Branded Marketing Materials and Product Flyers may be provided as applicable to the Rewards Program then in effect or may be available to Members for a fee.

“Member Application Registration Page” means the ARF loan application web page that will be “linked” to the Member via the Member URL for all Referrals who complete the loan application/registration from such web page.

“Member URL” shall mean a unique “URL” providing an identifier link to ARF’s merchant and loan application portal which will identify the merchant as a Member Referral after the merchant completes the registration and application for a Loan.

“Merchant Agreement” means the loan agreement entered into with a Borrower and any amendments thereto covering Additional Advances and Renewals.

“Pay Down” means the making of a principal payment which is in addition to the principal portion of the weekly payments due under a TLRP during the Revolving Period of the TLRP.

“Redraw” means where the Merchant has received an Additional Advance under a TLRP during the Revolving Period and has entered into an amendment to the Merchant Agreement.

“Referral” has the meaning as defined in Section 3 below.

“Referral Fee” means the applicable percentage of the Loan Amount which Member will receive based upon Referrals made by Member which result in funded Loans as more particularly described in herein. Referral Fees are paid on Loan Funding and as Earn Out Fees in accordance with Section 6 below, except as the same may be enhanced by Rewards Programs offered by ARF from time to time in accordance with the terms of the applicable Rewards Program and the qualification requirements set forth in this Agreement.

“Renewals” has the meaning as defined in Section 6 below.

“Reset” means the occurrence of a Pay Down or Redraw made on a TLRP during the Revolving Period.

“Residual Fee” means the applicable percentage of Loan Amount which Member will receive based upon based upon Renewals of Loans funded for Referrals made by Member which result in funded Loans as more particularly described in Section 6 below. A Pay Down or a Redraw of a TLRP during the Revolving Period is not considered to be a Renewal for purposes of determining Residual Fees but instead will receive Earn out Fees and a fee on the Increment Amount, if applicable, as provided in Section 6 below. Residual Fees are paid on Renewals by a Borrower or such Borrower’s Affiliated Borrowing Group referred by Member for so long as such Borrower or its Affiliated Borrowing Group has had an active Loan within the past 24 months prior to such Renewal. After the Borrower or Affiliated Borrowing Group has been dormant (i.e. from the time the Loan has been paid in full) for more than 24 months, no Residual Fees will be due, and the Loan shall not be considered to be a Renewal.

“Rewards Programs” means the rewards and incentives offered by ARF to all active Members from time to time as a Rewards Program. The current Rewards Program can be found here.

“RNCO” means an amendment to the Borrower Loan at the request of the Borrower that involves modification or extension of the payment terms where no additional “cash out” is being paid directly to the Borrower in connection with such amendment.

“Stella” or the “Stella Program” means ARF’s Referral application submittal process as more particularly described in Section 4 herein.

“Stella Application Portal” is the email portal which ARF has established for Members to submit Referral Applications under the Stella Program as more particularly described in Section 4.

“Stella Program Parameters” are the minimum application requirements for a Members participation in the Stella Program in order for Member to provide Referrals through the Stella Application Portal as more particularly described in Section 4 and as provided in Exhibit A hereto.

“Term” and “Initial Term” shall have the meaning set forth in Section 11 of the Terms and Conditions.

“Term Loan” means a Loan with a fixed number of weeks of amortizing (principal and interest) loan payments and is not a Flex Pay Loan, IO Flex Pay Loan or TLRP.

“TLRP” means a Term Loan with a “Revolving Period” during which time a Merchant can Pay Down the Loan and Redraw the Loan up to its approved Loan Amount.

“Validation” or “Validated” shall mean ARF’s approval of Member as a “Member” in its sole and complete discretion based upon such Member providing all required information in the Agreement and ARF validating the same as being accurate and confirmation that a Member is not already a Member. ARF’s “Validation Team”, which shall consist of an ARF employee or team of employees assigned the responsibility of validating Member’s and shall determine in its sole and complete discretion attribution for purposes of determination. The Validation Team will also determine eligibility by a Member referred by another Member in determining if such Member will be counted as a referred Member for purposes of any fee, bonus or reward under a Rewards Program. ARF may perform public records background checks on prospective Members to determine their business and personal reputation and may reject or terminate the Membership of any Member in the event that the Member’s personal or business reputation is not in keeping with ARF’s standards or the Member has committed or been accused of fraudulent, dishonest or criminal conduct in ARF’s sole and complete discretion.

“Validation Date” shall mean that date that ARF completes the Validation and executes this Agreement as set forth herein.

2.  Membership Program and Membership Benefits Discontinued; Rewards Program benefits Not Applicable to Referrals Made Prior to this Agreement.
ARF has discontinuing all prior Membership Programs. All existing Members are automatically enrolled in the applicable Rewards Program then in effect. All new Members are automatically enrolled in the “Rewards Programs” then in effect. These Terms and Conditions supersede and amend any previous referral partner agreement entered into between ARF and Member. The applicable benefits under Rewards Programs are only applicable to Referrals of new Borrowers made during the term of the Rewards Program then in effect and shall not apply to existing Loans to Borrowers or Affiliated Borrowing Groups that were previously referred by Member under a previous Membership Program or Rewards Program. All Referrals of Borrowers or Affiliated Borrowing Groups will be provided pursuant to the terms of these Terms and Conditions except as modified by the applicable Rewards Program.

3. Marketing of Loans; Lending Services; Referral’s To ARF.
Member agrees to work with the ARF representative that ARF designates from time to time in promoting and marketing Loans to be made by either ARF or Lenders through ARF’s Lending Services. Such promotion and marketing shall consist of informing the prospective Borrower of the availability of Loans and through use of the Marketing Services applicable to the Member Program which Member has elected. In connection therewith, Member may provide to a prospective Borrower any brochures or advertising material which ARF has provided to Member for such purpose. If Member proposes to utilize promotional materials or media in any form that have not been previously approved in writing by ARF or provided by ARF, Member shall first submit such materials and/or media to ARF for its review and prior written approval. If a prospective Borrower, or Affiliated Borrowing Group, indicates interest in a Loan and Loan Products (i.e. it has a need for funding within 90 days) and requests that it be contacted by an ARF Rep, Member agrees to provide to ARF, through its designated ARF Rep, the name, address, email address and phone number of the prospective Borrower via email or by phone to the designated ARF Rep for such purpose or such referral can be made and attributed to Member through the prospective Borrower’s registration with ARF via the Member URL and the Member Application Registration Page (“Referral”). A “Referral” shall not be attributed to Member as a “Referral” until a completed registration and loan application is made by the Merchant with Member as the source. Member acknowledges that this “first in time” requirement is necessary as prospective Borrowers, or Affiliated Borrowing Groups, may be working with other Members and/or ARF Reps concurrently or may come to ARF through prospective Borrower’s web searches and other ARF marketing efforts. ARF will use commercially reasonable efforts to track Referrals through its website and merchant portal for proper attribution, however, ARF’s determination of such “attribution” for a Referral from a Member shall be final and binding on the Member. Member shall not make any representations to the prospective Borrower as to the likelihood of approval for a Loan, the amount of financing or any prospective loan rates or terms other than as approved by ARF in writing. Member acknowledges that in certain states, if Member provides to a prospective Borrower a written quote, it is obligated to provide additional disclosures relating to the cost and terms of the financing. Therefore, any specific quote relating to ARF’s Loan Products must be made by ARF directly to the prospective Borrower. Member shall not accept or take any application for a Loan from such prospective Merchant borrower or any other information for such purpose from the prospective Merchant borrower other than the contact information as referenced herein. Member has no authority to bind ARF or any Lender in connection with its marketing and promotion services contemplated herein. Upon Validation of the Agreement, Member will be assigned an ARF Rep to work with directly to discuss prospective Referrals. If Member has been introduced to ARF by an ARF Rep as listed in the Agreement, the ARF Rep will be Member’s designated “ARF Rep” for purposes of this Agreement. ARF may change the designated ARF Rep at any time in its sole discretion. Member shall, along with its agents and employees, conduct itself in a professional manner consistent with first class industry standards, at all times in representing ARF, its Loan Products and Lending Services. Any Member that has failed to conduct itself in a professional manner consistent with first class industry standards or whose business reputation would not be appropriate in ARF’s sole and complete discretion for representation of ARF’s Lending Services and Loan Products, or has been accused of or committed an act of fraud, dishonesty or criminal conduct may be terminated as a Member by ARF immediately in its sole and complete discretion.

4.  ARF’s Referral Submittal Portal; STELLA
ARF has implemented a new process for expediting Referrals for Members which it is calling “Stella” or the “Stella Program.”. Stella uses primarily business and artificial intelligence to quickly evaluate Referrals for qualification for ARF’s Lending Program based upon the minimum program parameters (“Stella Program Parameters”) which Member will submit to ARF via a dedicated email portal (“Stella Application Portal”). The Stella Program Parameters are more particularly described in Exhibit A attached hereto. Members submit Referrals in accordance with the Stella Program Parameters to the Stella Application Portal, will be able to receive a quick response as to whether the Referral would be disqualified for ARF’s Lending Program, may qualify for an ARF Lending Program but additional information is needed, or qualifies for a preliminary loan proposal to be communicated directly to Member for evaluation on behalf of Member’s client referral. If Member elects to participate in the Stella Program, it acknowledges and agrees to the following terms and conditions. Member’s failure to comply with these terms and conditions or if Member is otherwise in breach or noncompliance with the Member Agreement or these terms and conditions, will result in Member being “blocked” from participation in the Stella Program.

a. Customer Information. Member collects prospective Merchant Referral information through its internal credit application process which includes the information required for Stella Program (“Customer Information”). Member shall submit the Customer Information to ARF via the Stella Application Portal and shall collect all additional Customer Information as requested by ARF at any time about a Referral prior to Loan funding. All Customer Information constituting personally identifiable information (“PII”) under any applicable privacy laws, including but not limited to the California Consumer Privacy Act, i.e. the “CCPA” (collectively, the “Privacy Laws”) shall only be shared with ARF with the customers prior written consent and in accordance with the applicable Privacy Laws. Member shall implement and maintain administrative, physical and technical safeguards that meet generally accepted industry standards and are designed to (a) protect the security, confidentiality and integrity of PII in its possession, (b) ensure against any anticipated threats or hazards to the security and integrity of such PII, (c) protect against unauthorized access to or use of such PII or associated records which could result in harm to any prospective borrower or Merchant and (d) ensure the proper and secure disposal of such PII, as applicable. Member shall utilize the Stella Application Portal only for Referrals that meet the Stella Program Parameters and shall utilize the Stella Application Portal as required in these terms and conditions.

b. Customer Consent. For each Referral submittal to ARF through the Stella Application Portal, Member covenants, represents and agrees that it has lawfully obtained all necessary written consents from the Merchant (inclusive of any principals of the Merchant who have provided PII): (i) to share their application and information with ARF and its partner Banks, its vendors and service providers for purposes of evaluation of the Application as to whether it meets the Stella Program Parameters (ii) for ARF and its partner Banks to use and store the Customer Information for application, lending, marketing, regulatory or compliance purposes; and (iii) to authorize ARF, its representatives, agents or assignees to order and conduct background checks and other investigative reports (including credit bureau reports from credit bureau agencies, and reports from other sources) based on the Member’s Application and the Customer Information. Member shall have received a written representation from the Merchant that all Customer Information submitted to Member is true and accurate at the time it was provided. Member shall not alter, modify or change any Customer Information provided by the Merchant except as has been directed by the Merchant in order to correct inaccuracies in the Customer Information. In no event shall Member fill in or execute any application or loan agreement provided by ARF in order for the Merchant to receive funding through ARF, access or utilize the Merchant’s credentials in ARF’s Merchant Portal or Mobile App or provide any banking credentials into any third party link provided by ARF intended for the Merchant to complete. Member shall indemnify and hold ARF harmless, including attorneys’ fees and costs incurred, from any violation by Member of any Privacy Laws or Member’s failure to obtain the required Customer consent for sharing of the Customer Application and the Customer Information or to otherwise comply with the Privacy Laws and procedures as provided in these terms and conditions.

c. Stella Application Portal Response: Qualification. ARF will utilize its internal underwriting and business processes as well as third party business intelligence software which has been integrated into ARF’s business process in evaluating the Applications submitted by Member through the Stella Application Portal. An initial response will be generated (within minutes) to a validly submitted Application as to whether the Application is either disqualified, requires additional information to evaluate the Application for ARF’s Lending Program, or meets the minimum requirements for eligibility under ARF’s Lending Program. If the Application does not meet the minimum Stella Program Parameters, an email response will be sent indicating that the Application does not qualify. If the Application requires additional information, an email response will be generated detailing the additional information needed. If the Application meets the minimum eligibility requirements, an initial email response will be generated indicating the same and an ARF Representative will be assigned to evaluate the Application and communicate directly with Member’s representative as to the Referral’s interest and to provide a preliminary loan proposal or offer to the Member representative. If the Member’s representative indicates that the Referral is willing to proceed based upon the preliminary terms presented, the ARF Representative will submit to the Merchant by email directly a link to become an ARF client and to provide further information required for Loan application processing within ARF’s underwriting and business process environment. ARF is making no representation or warranty as to the timing, performance and accuracy of the initial response. Further, neither a positive initial response on eligibility or ARF’s Representatives providing a preliminary loan proposal or offer is commitment to fund and final loan approval will be subject to ARF’s further underwriting, documentation and business processes as further provided in the Membership Agreement.

d. Preliminary Loan Approvals or Offers. Member has no role in any decision by ARF or it partner Banks to extend or refuse to extend funding to any Referral. At no time shall Member represent to a Merchant that a preliminary loan approval or offer guarantees that ARF will provide funding to Member or that such funding will be subject to the preliminary loan approval or offer as quoted. At all times, Member shall communicate all offers or quotes to the Merchant as conditional and subject to revision or rescission until final Loan funding occurs. Member acknowledges that all aspects of the funding process are subject to the management and approval of ARF, and its Bank partners and the Member shall make no representations to the contrary. Member shall comply with all appliable commercial finance disclosure laws in submitting any information regarding a preliminary loan proposal or offer in writing to a Referral including its obligation to provide on a timely basis to such Merchant any such disclosure provided to Member by ARF on behalf of the Merchant.

e. Member Affiliates. Member shall be solely responsible for any affiliates used by Member in compliance with this Agreement and the Stella Program Parameters. Member will conduct all necessary due diligence on such affiliates to confirm such affiliates current and ongoing compliance throughout the Term with all Applicable Laws and the obligations of this Agreement, specifically those in this Section 4. Member represents and warrants that each affiliate that is involved with this Stella Program or is submitting Applications through the Stella Application Portal is aware of the requirements of this Agreement. Furthermore, each affiliate of Member that provides services hereunder shall be bound by a written agreement with Member that provides for substantially similar obligations as set forth herein. Member will be primarily responsible for its affiliate’s compliance with this Agreement. Member shall restrict access to the Stella Application Portal to those Member personnel as are strictly required for the performance of Member’s obligations under this Agreement. Member shall train each employee, independent contractor, and/or agent of Member that is in any way involved in or exposed to ARF’s lending program to be familiar with the Stella Program Parameters and Member’s obligations under this Agreement including without limitation the Member’s obligations with respect to compliance with applicable laws. If Member becomes aware that any of its affiliates is: (a) in breach of any of the provisions of this Agreement, (b) under any investigation for violations of Applicable Laws, or (c) subject to any claims related to violations of Applicable Laws, Member shall notify ARF as soon as reasonably possible, and will promptly cease all use of such affiliate for provision of the services hereunder ARF until ARF consents in writing to resume use of such affiliate. For the sake of clarity, Member shall be responsible for all affiliates (and their corresponding networks and affiliates) that have at any time been used by Member to provide the services. Member agrees to provide the oversight of each Member agent that is reasonably necessary to ensure compliance with the terms hereof. Member shall promptly (but in any event within two (2) business days) notify ARF in writing of any breach of any of the provisions of Applicable Laws, the Stella Program Parameters or this Agreement. Member shall be responsible for its compliance and the compliance of each Member agent with Applicable Laws, the Stella Program Parameters and this Agreement, and Member shall use its reasonable best efforts to ensure such compliance by its Members agent. Member shall be liable to remedy any failures to so comply by any such Member agent. Member acknowledges that a violation of these terms and conditions by its affiliates or by Member may result in it being blocked from using the Stella Application Portal and may result in termination of this Agreement at the election of ARF. Member shall indemnify and hold ARF harmless, including attorneys’ fees and costs incurred, from any failure by its affiliates in obtaining the required consents for sharing of the Customer Application and Customer Information with ARF, from violation of any other term of this Agreement by its affiliates and for violations by any of its affiliates of any Applicable Laws, including Privacy Laws.

5.  Marketing Services.
ARF shall provide to Member the Member URL. All content and format of any marketing materials used by Member shall be in a form approved by ARF and may not be modified or altered by Member. Member may request marketing materials by providing a written request to funding@arffinancial.com. All costs of replication and/or distribution of any marketing materials shall be at Member’s sole cost and expense. Co-Branded Marketing Materials and Product Flyers will be provided at a cost of $250 by ARF.

6.  Referral Fees; Residual Fees and Earn Out Fees.
(a) Referral Fees will be paid (i) based upon the Loan Amount of the initial Loan made and (ii) the Cash Out portion of all Additional Advances, including line of credit draws, renewals, or re-financings (collectively, “Renewals”). Referral Fees shall consist of initial fees paid at the time of Loan funding and Earn Out Fees as provided herein. A Redraw of a TLRP made during the Revolving Period is not considered a Renewal but instead will earn Referral Fees and Earn Out Fees as described in Section 6(d) below. After the expiration of the Revolving Period of a TLRP, any Advance or refinancing of the TLRP will be considered a Renewal and the Member will earn the Residual Fees and Earn Out Fees as described in 6(b) and 6(c) below. Residual Fees for any Loan Product shall be paid for so long as the Member remains in good standing as a Member (i.e. is otherwise in compliance with the terms of the Agreement). Residual Fees are paid on Renewals by a Borrower or such Borrower’s Affiliated Borrowing Group referred by Member for so long as such Borrower or its Affiliated Borrowing Group has had an active Loan within the past 24 months prior to such Renewal. After the Borrower or Affiliated Borrowing Group has been dormant (i.e. from the time the Loan has been paid in full) for more than 24 months, no Residual Fees will be due, and the Loan shall not be considered to be a Renewal. The Residual Fees and Earn Out Fees shall be subject to the same qualification requirements as those that apply to Referral Fees as set forth herein and in Section 9 below. Earn Out Fees are paid in 12 monthly installments (as described below) and are based upon the original Loan Amount at the time of Loan funding. Any Earn Out Fees due are terminated upon a default of the Loan or an Early Payoff of the Loan except that in connection with a Renewal, the Earn Out Fees will be paid on the new Loan amount for such Renewal.

(b) The Referral Fees and Residual Fees for all Loan Products, other than TLRP Loans, are as follows: 4% on Loan Funding and 4% as an Earn Out Fee. Elevated fees may be offered through Rewards Programs. However, for discounted rate promotional products, Referral Fees may be reduced according to the promotional terms of such products. The terms of the Referral Fees for such promotional products can be found here.

(c) The Referral Fees and Residual Fees for TLRPs are as follows: 4% on Loan funding, on a Redraw, 4% of the Increment Amount (i.e. the difference between the Highest Advance and the previous Highest Advance made during the Revolving Period), and a 4% Earn Out Fee. Elevated fees may be offered through Rewards Programs. However, for discounted rate promotional products, Referral Fees may be reduced according to the promotional terms of such products. The terms of the Referral Fees for such promotional products can be found here.

(d) For TLRP, the Earn Out Fee will be based upon the then applicable Loan Amount prior to any Pay Down or Redraw and shall be paid in 12 monthly payments commencing on the 15th day of the month following the month of the Loan funding and will be Reset on each Pay Down and Redraw made during the Revolving Period. The determination of the Loan Amount shall not take into account regular payments of principal made as part of a Weekly Payment but only Pay Downs and Redraws. For example, based upon a $100,000 Loan funded for a Referral made by a Member, the TLRP Earn Out Fee will total $4,000 and will be paid out in 12 monthly installments based upon the number of weekly Loan Payments collected in the prior month. However, if there is a Pay Down of the Loan of $50,000 made during the Revolving Period, the TLRP Earn Out Fee will be Reset to $2,000 (i.e. 4% of the remaining $50,000 Loan Amount after the $50,000 Pay Down) and the 12 month pay out period will be restarted, and the Member will receive 12 monthly installments based upon the number of weekly Loan Payments collected in the prior month. If however, there is a Redraw of $50,000 made during the Revolving Period bringing the Loan Amount back up to $100,000, the TLRP Earn Out will be readjusted to $4,000 and be paid over 12 monthly installments based upon the number of weekly Loan Payments collected in the prior month until it is paid in full unless there is another Reset. If, however, there is a Pay Down that results in a full pay off of the Loan Amount during the Revolving Period, no further TLRP Earn Out Fee will be due as 4% of $0 is $0. The payment of any fees under a TLRP Loan is subject to the same qualification requirements as provided in Section 9 below. The Earn Out Fee will be discontinued in the event of a Loan default or in the event of an Early Payoff of the Loan.

(e) For all other Loan Products, i.e. Amortizing Loan, Flex Pay and IO Flex Pay, the Earn Out Fee will be based upon the then applicable Loan Amount and shall be paid in 12 monthly payments commencing on the 15th day of the month following the month of the Loan funding. For Refinances or Renewals, the Earn Out Fee will be reset based upon the new Loan Amount. The Earn Out Fee will be discontinued in the event of a Loan default or in the event of an Early Payoff of the Loan.

(f) For Loans, Advances or Renewals funded by the fifteenth (15th) day of the month, the applicable Referral Fee or Residual Fee earned will be paid by the last day of the same month. For Loans, Advances or Renewals funded after the fifteenth (15th) day of the month, the applicable Referral Fee or Residual Fee will be paid to Member within fifteen (15) calendar days of the month following the month in which the Loan (Advance or Renewal) funding occurs. TLRP Earn Out Fees will be adjusted based upon the applicable Loan Amount outstanding on the last business day of the Week and if there is a Loan Amount adjustment during a month, the Earn Out Fees will be prorated based upon the number of Weeks before and after the adjustment occurred and the Earn Out Fees will be adjusted and paid within fifteen (15) calendar days of the month following the month in which the Loan Amount has been calculated for such purpose. Fees due on the Increment Amount for Redraws will be made by the fifteenth (15th) day of the month following the month in which such Redraw occurs. Any other rewards or fees due under a Rewards Program will be paid by the fifteenth (15th) day of the month following the month in which such fees or bonuses are earned. All Fees due shall be subject to adjustment if prior to the date they are due and paid any of the following events occur (a) the Fee no longer meets the qualification requirements as provided in Section 9 below, (b) a net reduction of the Loan Amount from the time of funding of a TLRP after taking into account any Pay Downs and Redraws; (c) or an Early Payoff. In such event, the Fee due shall be equal to the Fee which would have otherwise been due had such event occurred as of the date of Loan funding. If Member has provided banking information for ACH payment, payment shall be made by ACH credit to the Member’s bank account. If no bank information has been provided, then payment shall be made by regular U.S. mail by corporate check. A completed Loan, Advance or Renewal shall be a Loan which has been approved by either ARF or the Lender on such terms and conditions, including amount, as ARF or the Lender shall approve in either ARF or the Lender’s sole and complete discretion, all Loan documentation shall have been completed to Lender’s and/or ARF’s satisfaction and executed by either ARF or the Lender and the Borrower and the Loan shall have been funded to the Borrower. No Lender shall have any liability to Member for any payment or compensation due hereunder and Member shall look solely to ARF for such payment.

7.  ARF Sales Contact; Underwriting Process.
After receipt by ARF of Member’s completed Referral, the ARF Rep shall promptly make a sales call to the prospective Merchant borrower. The ARF Rep will make follow up calls as it deems appropriate within its customary practice and will use commercially reasonable and diligent efforts to assist the Prospective Borrower through the loan application and underwriting process of the Lender. If ARF is able to obtain a loan application from the prospective Borrower, there is no guarantee that the prospective Borrower will be approved for a Loan by ARF or the Lender, or otherwise complete the underwriting and loan closing process. ARF shall have the right in its sole discretion to identify an alternate ARF Rep to work with Member on referrals during the term of this Agreement.

8.  Rewards Programs.
ARF may from time to time announce “volume incentive(s”) or “bonus fees” to active Members from time to time in ARF’s sole discretion through the announcement of “Rewards Programs.” Such Rewards Programs may be implemented, modified, amended or rescinded at any time in ARF’s sole discretion upon written notification provided to Member as provided herein which shall apply to all eligible referrals made after the date of the notification. The current Rewards Program is referenced here.

9. Qualification for Referral Compensation and Exclusions.
In order for a Loan transaction to qualify for a Fee (including Fees due at Loan funding or Earn Out Fees) or to be counted towards any other benefit or reward or compensation under a Rewards Program, the referral must meet the following requirements: (i) the referred prospective borrower or Affiliated Borrower Group, including any guarantors cannot be a current customer of ARF or its Lenders or have been a customer of ARF or its Lenders within the 12 month period prior to the referral, (ii) the prospective borrower or Affiliated Borrower Group or any of its guarantors, cannot have submitted a UMCA (credit application) to ARF or been referred to ARF within the previous 120 days through any other source, (iii) the prospective Borrower or Affiliated Borrowing Group cannot be covered by another referral partner agreement entitling such referral partner to compensation in connection with same (i.e. residual compensation due to another referral partner or Member), and (iv) Member shall have entered into the Agreement and the Agreement shall have been Validated at the time of the Referral and the Member shall be in good standing, i.e. shall be in compliance with the terms of this Agreement. In the event that the Referral does not meet such criteria, Member shall be promptly notified by ARF, that the Referral does not qualify and the reasons therefore. In addition, no fee shall be paid or earned or credit given to any reward or fees due under a Rewards Program, including but not limited to Referral Fees, Residual Fees or Earn Out Fees and may be disqualified, if at the time such payment is due any of the following conditions exist: (i) the Merchant misses any payment (or in the case of an Earn Out Fee, the Merchant is three cumulative payments in arears) or an event of default occurs under the Merchant Agreement; (ii) the Merchant places a stop payment or revokes authorization on its automatic debit authorization; (iii) the Merchant’s bank account becomes frozen (iv) the Merchant closes their bank account; (v) the Merchant requests a RNCO; (vi) the Merchant pays off the Loan or indicates its intention to pay off the Loan by requesting an Early Payoff; (vii) the Merchant has a history of delinquent loan payments; or (viii) there is any change of ownership of the Merchant or Borrowing Entity. If the payment of Fees are disqualified due to missed loan payments as provided above, if the Merchant becomes current and no other default has occurred, these Fees will be paid and resume on the 15th day of the month following the month in which the Merchant’s payment arrearage has been cured. In order for Member to qualify for compensation under this Agreement, neither Member or any of its employees, officers or agents (a) shall be related, by blood or marriage to the ARF Rep or any current ARF employee or to an owner, manager or officer of the referred Merchant or its Affiliated Borrower Group, (b) shall have engaged in or have been accused of fraud, misrepresentation, dishonesty or deceptive practices in any civil or criminal case or proceeding, has committed a crime, or it otherwise becomes known to ARF that Member has engaged in such practices, or (c) Member shall otherwise be in compliance with its obligations, representations and warranties contained in this Agreement. Member shall not charge or accept any fee or other form of compensation from a Merchant in connection with the referral by Member of such Merchant to ARF. Member warrants and represents that its sole and exclusive form of compensation shall be limited to the Referral Fees and Residual Fees (and benefits paid under a Rewards Program) paid by ARF as contemplated herein. Member further represents and warrants that it was the sole source of the referral and that there shall be no compensation or fee sharing or other financial or business relationship between Member, the ARF Rep, or any third party, it being agreed and understood that any such collusive actions or any breach of any obligation, warranty or representation shall violate the terms of this Agreement and void any obligation on behalf of ARF to pay compensation and ARF shall have the right to recoup any Referral Fee or Residual fee paid to Member (or payment made under a Rewards Program) in connection with such collusive conduct or breach. Member shall hold ARF harmless for any claim for compensation or fee payable to any employee, independent contractor or third party which Member has dealt with in connection with the referral of the Merchant. Prior to payment of the Referral Fee or Residual Fee (or payment made under a Rewards Program), ARF may audit the referral transaction to determine that the terms of compensation have been satisfied.

10.  Accounting.
The payment of all Referral Fee or Residual Fee fees and bonuses (or payment made under a Rewards Program) shall be made by ACH to the Member account based upon the information provided by the Member in this Agreement, unless another method of payment is agreed to by ARF and Member in writing. Member agrees that the nature of its services and fee compensation hereunder is that of an independent contractor and not as an employee. ARF shall provide to Member a bi-monthly report of Loans, Advances and Renewals made from Member Referrals which will include the pertinent merchant loan information and the aggregate volume on a Month-to-Date and Year-to-Date basis and Loans and Renewals relating to Member’s and fees and rewards due under a Rewards Program, but ARF shall not be obligated to provide any reporting if there are no Loans that have been funded in that calendar year.

11. Term.
The initial term of this Agreement shall be the one (1) year anniversary of the Validation Date. The initial term shall extend automatically for successive one (1) year terms (extended “Term”) unless either party has provided written notice of its election not to extend the term of this Agreement prior to the effective date of such automatic extensions. This Agreement may be terminated by not less than thirty (30) calendar days prior written notice given by any party. Termination of this Agreement by ARF “for cause” due to Member’s breach of a material covenant of this Agreement shall result in cancellation of all future Residual Fees. Except for termination by ARF for cause, the fees payable hereunder shall also be payable by ARF to Member for all referrals received by ARF from Member prior to the termination of this Agreement for all completed Loans within the same month of termination as provided above. Residual Fees will continue to be paid for so long as such Borrower or its Affiliated Borrowing Group has an active Loan. After the Borrower or Affiliated Borrowing Group has been dormant (i.e. from the time an active Loan has been paid in full) for more than 24 months, no Residual Fees will be due, and the Loan shall not be considered to be a Renewal.

12.  Jurisdiction.
This Agreement is deemed to be entered into in the State of Florida and governed by the laws of the State of Florida. Member consents to the jurisdiction of the courts of the County of Broward or Dade, State of Florida or the federal courts of district in which ARF’s principal office is located in Florida for the resolution of any or all disputes or claims arising out of and/or related to this Agreement.

13.  Contact Information.
Member agrees to notify ARF of any changes in its contact information. Member hereby authorizes and consents to being contacted by mobile phone, text or email by ARF or its representatives at the Member’s contact information as provided above or hereinafter provided by Member.

14.  Proprietary Information; Confidentiality.
Member acknowledges and agrees that ARF has expended great time and effort in developing its Lending Services and Loan Products. ARF now owns and will develop, compile and own certain proprietary techniques, trade secrets, and confidential information which have great value in its business and which ARF takes measures to protect from unauthorized use or disclosure (collectively, ARF Proprietary Information). ARF will be disclosing ARF Proprietary Information to Member during Member’s performance under this Agreement. ARF Proprietary Information includes not only information disclosed by ARF but also information developed or learned by Member during Member’s performance. ARF Proprietary Information is broadly defined and includes all information which has or could have commercial value or other utility in the business in which ARF is engaged or contemplates engaging or the unauthorized disclosure of which could be detrimental to the interests of ARF whether or not such information is identified by ARF. By way of example and without limitation, ARF Proprietary Information includes all customer lists, lead lists, agent lists, data, printed and written material, application forms, contracts and other information furnished by ARF to Member. Member’s use of ARF Proprietary Information is limited to the purpose of performing Member’s obligations to ARF during the term of this Agreement. Member shall not disclose any ARF Proprietary Information to any other person or entity. Member’s obligations under this Section shall survive termination of this Agreement and for a period of three (3) years. Member agrees that upon the expiration or termination of this Agreement, all of ARF’s Proprietary Information in Member’s possession will be returned to ARF within thirty (30) days of such expiration or termination. In the event that Member becomes legally compelled to disclose any information, Member will provide ARF with prompt written notice so that ARF may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. Member is cognizant and understands that ARF could be irreparably harmed or sustain damages for which monetary remedies are insufficient if ARF Proprietary Information is misused or disclosed in violation of this Agreement and ARF may seek injunctive or other equitable relief in connection therewith. Member shall be responsible for all costs including attorney fees and court costs relating to the enforcement of this Section.

15.  Compliance with Applicable Laws; Privacy.
Each party shall conduct its respective business and perform all of its activities and obligations contemplated under this Agreement in material compliance with all applicable federal and state laws and regulations, including without limitation the Equal Credit Opportunity Act, Fair Credit Reporting Act, Fair Debt Collection Practices Act, the Gramm-Leach-Bliley Act, Dodd Frank Act, Telephone Consumer Protection Act and all applicable federal and state licensing, commercial finance disclosure laws, consumer credit and privacy laws, as such laws and regulations may be amended from time to time (“Applicable Laws”). Each party represents that its privacy notices and privacy policies are consistent with applicable law. Each party warrants and represents that neither the execution nor delivery of this Agreement nor the performance of its obligations set forth herein will constitute a breach by such party of any other agreement to which it is a party. ARF may audit Member and request such information as reasonably required in order to confirm Member’s compliance with Applicable Laws. Member shall market ARF Lending Services only to bona fide and lawful businesses in accordance with Applicable Laws and the Stella Program Parameters. Member shall indemnify and hold ARF harmless, including attorneys’ fees and costs incurred, from any violation by Member of any Applicable Laws.

16.  Contractual Interference.
Member shall not, and shall not directly or indirectly, cause, permit, or assist any Member agent or third party to, solicit or contract with a Merchant that has a funded loan through ARF’s lending program, for alternative small business funding while the Merchant has any outstanding balance or other obligations during the term and for a period of two (2) years thereafter, or until Member stops receiving fees hereunder, whichever comes later. Member shall not willfully, and shall not directly or indirectly cause, permit, or assist any Member agent or third party to: (a) interfere, in an manner whatsoever, with ARF or its partner Banks contractual relationship with any Merchant or Affiliated Borrowing Group or clients; or (b) cause or attempt to cause any Merchant or Affiliated Borrowing Group or other customer of ARF to terminate its relationship with ARF or its partner Banks. Member shall not offer any funding product to Merchant that encumbers assets that have been used to secure the ARF lending product or that presents a substantially increased risk of loss, liability or exposure to ARF or its partner Banks.

17.   Member Business Practices.
ARF has accepted Member as a Stella Partner based upon information which Member has provided to ARF of its business practices and reputation and based upon Member’s representations that its client intake, application and documentation process is in compliance with the Stella Program Parameters and is in compliance with Applicable Laws as more particularly provided in this Stella Partner Addendum. ARF and its designated agents are authorized to order and conduct a comprehensive review, including background reports of Member’s background and, that of its owners, senior executives authorized agents, and client-facing employees. Member authorizes any individual, company, firm, corporation, or public agency to divulge any and all information, verbal or written, pertaining to Member and, to the extent applicable, its owners, senior executives, authorized agents, and client-facing employees to ARF or its agents and authorizes the complete release of any records or data pertaining thereto which the individual, company, firm, corporation, or public agency may have, including information or data received from other sources. ARF and its agents may rely on this authorization without obtaining any additional authorization to conduct additional background checks on Member and, to the extent applicable, its owners, senior executives and client-facing employees, and Member shall provide reasonable cooperation in connection with such additional background checks.

18.  Trademarks; Trade Names.
During the term of this Agreement, Member shall have a limited, revocable, non-exclusive and non-assignable right to advertise Lending Services using the trademarks, service marks, logos, designs and trade names that ARF may adopt from time to time (collectively, the “ARF Trademarks”) solely in connection with Member’s performance under this Agreement. Nothing herein shall grant Member any right, title, or interest in the ARF Trademarks other than the limited right set forth in this Section. The use of the ARF’s Trademarks by Member shall first be submitted to ARF for approval (which shall not be unreasonably withheld) of design, color, and other details or shall be exact copies of those used by ARF and in conformity with ARF’s guidelines provided to Member. Member shall not use any ARF Trademark or portion thereof in a URL (i.e. “ARF”) except as provided or authorized by ARF. ARF shall have a limited, revocable, non-exclusive and non-assignable right to use of Member’s trademarks, service marks, logos, designs, trade names and likeness for purpose of performing the Marketing Services as provided herein.

19.  Material Default.
A “material default” of the Agreement and Terms and Conditions shall include but not be limited to a breach by Member of Sections 3, 4, 9, 12, and 14 through 18 contained herein. The occurrence of a material default shall not be subject to notice and cure and in such event, ARF may elect to immediately terminate this Agreement by written notice to Member and Member shall no longer be entitled to receive any benefits, including without limitation, any Referral Fees or Residual Fees. ARF shall also have the right to pursue any claim or remedy for damages caused as a result of such breach as permitted by law.

20.  General Provisions.
(a) Member shall not assign in whole or in part its rights or obligations under this Agreement without the express written consent of ARF. This Agreement shall be binding upon and shall inure to the benefit of each party’s successors and permitted assigns.

(b) The Agreement including the Terms and Conditions, embodies the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersedes any and all prior agreements, arrangements and understandings relating to the matters provided for herein. Except for changes to the Terms and Conditions by ARF as provided in the Agreement, no alteration, waiver, amendment, change or supplement hereto shall be binding or effective unless the same is set forth in writing signed by a duly authorized representative of each party.

(c) For the convenience of the parties, any number of counterparts of this Agreement may be executed by the parties hereto. Each such counterpart shall be, and shall be deemed to be, an original instrument, and all such counterparts taken together shall constitute one and the same agreement. Notices permitted or required under this Agreement may be given by overnight courier (and shall be deemed delivered one day after they are sent) or by email (and shall be deemed delivered when sent) at the physical and email address of Member and ARF listed in the Agreement.

(d) Each person executing this Agreement on behalf of a party represents that it has the legal capacity to enter into this Agreement on behalf of such party and upon its execution hereof, this Agreement is a legally enforceable and binding obligation of such party. The execution of the Agreement shall constitute agreement and acceptance of these Terms and Conditions which are incorporated into the Agreement in full and without the need for separate signature or execution of these Terms and Conditions.

(f) In its marketing of ARF’s Lending Services, Member shall not: (i) represent itself as acting in any other capacity than as an independent contractor of ARF; (ii) hold itself out as an employee or agent of ARF; (iii) conduct itself in any manner that infers or implies that Member is part of ARF or has the ability to bind ARF or its Bank partners or that could be considered to be confusing or misleading as to the nature of Member’s relationship with ARF as an independent contractor and Referral source only.