REFERRAL PROGRAM TERMS & CONDITIONS

This agreement (the “Agreement”), subject to the terms below, sets forth the terms and conditions on which participants (“Participant”, “you”, “your”) in Settle Inc. (“Settle”, “us” or “we”) referral program (the “Referral Program”) may be eligible to receive an incentive for successfully referring  customers to the online bill pay and/or working capital services, or other services provided by Settle from time to time (the “Settle Service”), subject to these Terms and Conditions, Settle’s Terms of Service (including the Agreement to Arbitrate contained therein), Privacy Policy, E-Sign Disclosure and Consent, and other applicable Settle policies.

1.                ELIGIBILITY. Settle’s Referral Program is open only to legal residents of one (1) of the fifty (50) United States or the District of Columbia, who are at least eighteen (18) years of age and have reached the age of majority in their state of residence at the time of participation. Employees, officers and directors of Settle, its affiliates, subsidiaries, advertising and promotion agencies, distributors and other prize suppliers, and their respective immediate family members, are not eligible. All potential Participants must qualify for and complete all of the Referral Program’s requirements set forth herein, as well as meet Settle’s general customer eligibility requirements as more fully outlined in Settle's Terms of Service.

2.                HOW TO PARTICIPATE.

a.         “Referrals” are Organizations (as defined in the Terms of Service) on the Settle Service which (a) are set up by Participant through the use of the Client Portal on the Settle Service, and(b) have successfully sent at least one payment via the Settle Service.

b.         Settle reserves the right, in its sole discretion, to reject any Referrals, customers or accounts, and/or deny participation in the Referral Program or Settle Service for any reason, including the Terms of Service.

3.                PRIVACY. Settle’s Privacy Policy will govern any data collected during the Referral Program. By submitting a referral or any information to Settle, you represent and warrant that you have permission and authority to do so. Each Participant agrees to Settle’s Privacy Policy.

4.                PARTICIPANT FEEDBACK.  As part of the Referral Program, Participants may be requested to provide, and each Referral may include, certain comments, feedback, ideas, reports, suggestions, recommendations, questions, data or other information about Settle and/or its products, including without limitation, new features or functionality relating thereto (collectively, “Feedback”). Upon submission of the Referral, all Feedback will become the sole and exclusive property of Settle.  Each Participant acknowledges and agrees that Settle is free to use such Feedback irrespective of any other obligation or limitation between the parties governing such Feedback.  Feedback must reflect the Participant’s own honest opinions and/or be based on personal experience.  Settle is not required to use any Feedback to develop and enhance Settle’s current or future products and services. Settle has the right to disclose, publicly or to any of its partners, anonymized or aggregated information derived from Feedback. Participants shall have no right of compensation from, credit or attribution or approval over any use of the Feedback by Settle.

5.                INCENTIVE.

a.         Settle will pay up to $250 to a Participant for each Referral (the “Incentive”). The Incentive will be provided by Settle in a manner and at a time as determined by Settle in its sole discretion, is subject to applicable law and the terms hereof, and may be subject to further terms and conditions imposed by certain third-party services relied on by Settle to deliver the Incentive.  

b.         Any Incentive is provided “AS IS” and without warranty of any kind, express or implied (including, without limitation, any implied warranty of merchantability or fitness for a particular purpose). Settle is not responsible for and will not replace any lost, mutilated or stolen Incentive. Participant shall bear, and is responsible for, all taxes, levies and charges associated with and imposed on the Participant in connection with this Agreement and/or the receipt of any consideration and/or Incentive, and any filings required in connection therewith.

6.               LIMITATION OF LIABILITY. SETTLE WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGE OR LOSS OF ANY KIND, OR FOR LOSS OF BUSINESS, PROFITS, REVENUE, CONTRACTS OR ANTICIPATED SAVINGS, OR ARISING FROM LOSS, DAMAGE OR CORRUPTION OF ANY DATA. IN ANY EVENT AND UNDER ANY CIRCUMSTANCES, SETTLE’S AGGREGATE AND TOTAL LIABILITY TO A PARTICIPANT ARISING WITH RESPECT TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL INCENTIVES PAID BY SETTLE TO SUCH PARTICIPANT UNDER THIS AGREEMENT OVER THE SIX MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

7.                NO WARRANTIES. SETTLE MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO ANY ARRANGEMENTS CONTEMPLATED BY THIS AGREEMENT, INCLUDING WITHOUT LIMITATION WITH RESPECT TO ANY CLAIMS ARISING FROM THE RELATIONSHIP BETWEEN THE REFERRALS AND SETTLE, ANY LOAN OR CREDIT AGREEMENT, INCLUDING BUT NOT LIMITED TO ANY DEFAULT THEREOF, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, MERCHANTABILITY, LEGALITY OR NON-INFRINGEMENT.

8.               RELEASE/DISPUTES/ARBITRATION/GOVERNING LAW. Each Participant agrees to release and hold harmless Settle and its partners and affiliates from any injury, loss or damage due to participation in the Referral Program or the acceptance or use/misuse of an Incentive.  By participating in the Referral Program, each Participant agrees to be bound by the Agreement to Arbitrate contained in Settle’s Terms of Service (https://app.Settle.co/terms-of-service), which is hereby incorporated by reference herein.  Subject to the Agreement to Arbitrate, New York law shall govern any and all disputes and claims relating to the Referral Program. The invalidity or unenforceability of any provision of these Terms & Conditions will not affect the validity or enforceability of any other provision.

9.                MISCELLANEOUS.

a.         Participation in the Referral Program is subject to any terms and conditions, rules, regulations, policies and procedures that Settle may, at its discretion, modify or adopt from time-to-time, including by not limited to, these Terms and Conditions, Terms of Service, Privacy Policy, E-Sign Disclosure and Consent, and other applicable Settle policies.

b.         Settle reserves the right to terminate the Referral Program or change the program rules, benefits, conditions of participation, in whole or in part, at any time, with or without notice.