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THIS REFERRAL AGREEMENT (“Agreement”) is entered into by and between 2CHECKOUT.COM, INC., an Ohio corporation (“2Checkout”), and the individual and business listed in the 2Checkout Referral Program Sign-up page (“Referral Partner”). 2Checkout and Referral Partner may each be referred to herein as a “Party” and collectively as the “Parties”.

WHEREAS, 2Checkout provides payment processing services to a variety of merchants in relation to credit/debit card payment methods for transactions between such merchants and their customers (“2Checkout Services”);

WHEREAS, 2Checkout has rights to the name, trade names, trademarks and logos of 2Checkout (which names, likeness, and logos either collectively or individually may hereinafter be referred to as the “2Checkout Name”), and has the right to license the same to Referral Partner; and

WHEREAS, Referral Partner desires to use the 2Checkout Name to market and promote the 2Checkout Services to prospective merchants that may desire to use the 2Checkout Services (“Merchants”); and

WHEREAS, the Parties desire to enter into an agreement to set forth their respective rights, duties and obligations with respect to the marketing and promotion by Referral Partner of the 2Checkout Services.

NOW THEREFORE, in consideration of the mutual promises contained herein, and intending to be legally bound, the Parties agree as follows:


1.1 In this Agreement:

1.1.1. Chargebacks means in relation to any transaction processed by 2Checkout for a Live Referred Merchant, the sum of all goods and services representing (i) a disputed charge by the Live Referred Merchant’s customer; (ii) a rejected sales draft that is returned unpaid for any reason, including fraud, by the issuer of the credit debit card; or (iii) a return or refund, in each case that is charged back to a Live Referred Merchant;

1.1.2. Confidential Information means all business, technical and financial information one Party provides to the other Party, specifically including without limitation (i) the existence and terms of this Agreement; (ii) all information which is obtained from the other party and which is marked “confidential” or “proprietary”; (iii) the source code, object code, and algorithms, contained in the software and technology used by 2Checkout; and (iv) any lists of 2Checkout clients or data related thereto;

1.1.3. Effective Date means the date that Referral Partner’s online referral application submitted through the 2Checkout website is accepted and approved by 2Checkout;

1.1.4. Intellectual Property Rights means all intellectual property rights in any part of the world and includes patents, registered and unregistered trademarks and service marks, rights in business and trade names, rights in domain names, registered designs, copyrights, database rights, rights in confidential information and know-how and in each case rights of a similar or corresponding character and all applications and rights to apply for protection of any of the foregoing;

1.1.5. Introduced Merchant means a Merchant not already contracted with 2Checkout that is introduced to 2Checkout by Referral Partner through the Referral Link, submits an application and is approved by 2Checkout to use the 2Checkout Services;

1.1.6. Live Referred Merchant means an Introduced Merchant that completes its first transaction using the 2Checkout Services;

1.1.7. Merchant Live Date means the date on which an Introduced Merchant completes its first transaction using the 2Checkout Services;

1.1.8. Net Sales Volume means in relation to any Live Referred Merchant, the settled gross sales volume less Refunds and Chargebacks during a specified period;

1.1.9. Prospective Merchant means an Introduced Merchant that has applied to use the 2Checkout Services but has not yet been approved by 2Checkout to use the 2Checkout Services;

1.1.10. Referral Link means the unique URL provided to Referral Partner by 2Checkout to be included on Referral Partner’s website for purposes of recording each of Referral Partner’s Live Referred Merchants;

1.1.11. Refunds means in relation to any transaction process by 2Checkout for a Live Referred Merchant, the sum of all transactions refunded by the Merchant to the Merchant’s customer.

1.2. In this Agreement unless expressed to the contrary or the context otherwise requires:

1.2.1. “include”, “includes” and “including” are to be construed so that the examples that are given are not intended to be exclusive or limiting examples of the matters in question;

1.2.2. a reference to a Party includes (where applicable) its lawful successors, permitted assigns and transferees;

1.2.3. a reference to a “person” includes references to any natural person and to any corporate or other bodies that have a legal personality;

1.2.4. headings are inserted for convenience only and shall be ignored in interpreting and/or construing this Agreement.


2.1. Referral Partner shall:

2.1.1. Use its resources and sales expertise to market and promote 2Checkout as the preferred provider for payment processing services to Merchants, using the 2Checkout logo and Referral Link provided by 2Checkout;

2.1.2. obtain 2Checkout’s written approval, which approval will not be unreasonably withheld, before releasing any marketing or promotional materials other than the 2Checkout logo and Referral Link provided to Referral Partner by 2Checkout, or making any substantive changes to any previously approved marketing or promotional materials;

2.1.3. not, in any way, use 2Checkout, 2CO or any variation thereof for paid search. Such actions will result in immediate termination of this Agreement by 2Checkout, and 2Checkout will not be obligated to pay to Referral Partner any future revenue share payments for any Introduced or Prospective Merchants;

2.1.4. not recruit or solicit any Merchants with a pre-existing relationship with 2Checkout; and

2.1.5. not use the Referral Link for purposes of using the 2Checkout Services to accept payments for Referral Partner’s (or its affiliate’s) business.

2.2. 2Checkout shall:

2.2.1. provide Referral Partner’s Merchants with access to the then current form of 2Checkout’s merchant application through Referral Partner’s Referral Link that will direct Merchants to the 2Checkout website;

2.2.2. review all applications submitted by Prospective Merchants in accordance with 2Checkout’s then current underwriting standards and other risk assessment criteria;

2.2.3. not be obligated to accept any Prospective Merchant, and 2Checkout is entitled to make its own decision based upon its underwriting standards and other risk assessment criteria applied to all of 2Checkout’s potential merchants in making its decision to approve or decline an application received from any Prospective Merchant referred by Referral Partner; and

2.2.4. enter into its then standard agreement with any Prospective Merchant, provided that the Prospective Merchant is acceptable to and approved by 2Checkout, in 2Checkout’s sole discretion in accordance with its then current underwriting standards and other risk assessment criteria.

2.3. Referral Partner acknowledges that it is not exclusively engaged by 2Checkout to promote and market the 2Checkout Services and that nothing in this Agreement shall prevent 2Checkout from promoting and marketing the 2Checkout Services itself or from engaging any other person to promote and market the 2Checkout Services.

2.4. Referral Partner shall not, directly or indirectly, enter into any agreement or arrangement with any Merchant to which 2Checkout provides the 2Checkout Services which gives Referral Partner any rights in respect of that Merchant in relation to the 2Checkout Services.

2.5. Without prejudice to Section 13 of this Agreement, Referral Partner is not an agent for 2Checkout and has no authority to act in the name or on behalf of or otherwise to bind 2Checkout in any way or to make any representation or warranty in relation to the 2Checkout Services.



3.1. In respect of each Live Referred Merchant, from the relevant Merchant Live Date and during the term of this Agreement, 2Checkout will pay Referral Partner a revenue share equal to 0.25% (25 basis points) of the Net Sales Volume of each of such Live Referred Merchants for the first 24 months after the Merchant Live Date. Referral Partner will be paid the applicable revenue share quarterly, within the first thirty (30) days following the end of each quarter. In the event that the revenue share in any quarter is less than US$100.00, such revenue share will roll over to the next quarter. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, Referral Partner shall not earn, and 2Checkout shall be under no obligation to pay Referral Partner, any revenue share under this Agreement until Referral Partner’s total revenue share from all Live Referred Merchants reaches US$100.00.

3.2. Notwithstanding Section 3.1 above, 2Checkout reserves the right to unilaterally change the revenue share set forth above in Section 3.1 in the event that (i) 2Checkout’s costs to provide the 2Checkout Services increase or (ii) 2Checkout reduces pricing charged for the 2Checkout Services.

3.3. 2Checkout will provide Referral Partner access to a unique Referral Link designed to record each of Referral Partner’s Introduced Merchants. In the event of the unauthorized use of such Referral Link, cookie stuffing or anything else that generates illegitimate referral credit, 2Checkout reserves the right to immediately cancel the Referral Link, and discontinue making revenue share payments to Referral Partner, without notice to Referral Partner. In all other circumstances, 2Checkout may discontinue the Referral Link, and the campaigns associated with the distribution of the Referral Link, for any reason at any time by providing notice to Referral Partner. For this sole purpose, notice will be provided to Referral Partner via email. If cancellation of a Referral Link occurs, a new and/or different Referral Link may be provided to Referral Partner, at 2Checkout’s sole discretion. 2Checkout and Referral Partner may review each campaign every ninety (90) days, or as needed, to determine the future continuation or cancelation of each campaign.

3.4. Referral Partner is responsible for any fees, overhead expenses, travel or other costs and expenses incurred by Referral Partner in connection with marketing and promoting the 2Checkout Services.

3.5. Notwithstanding anything in this Agreement to the contrary, under no circumstances shall Referral Partner be entitled to any revenue share payment under this Agreement in relation to any Live Referred Merchant that is owned or controlled by Referral Partner or an affiliate of Referral Partner.


4.1. 2Checkout grants Referral Partner a non-exclusive, non-transferable, non-sublicenseable, revocable and limited license for personal, non-commercial use of the 2Checkout website through the Referral Link, subject to the terms of this Agreement. This license is limited to the right to use the Referral Link to the 2Checkout website solely for the purposes set forth in this Agreement, and provided that Referral Link does not portray 2Checkout, it affiliates, 2Checkout suppliers or their respective goods or services in a false, misleading, derogatory or otherwise offensive manner. Referral Partner may not reverse engineer, decompile or dissemble the software, or attempt in any other manner to obtain the source code.


5.1. Subject to Sections 5.2, 5.3 and 5.4 of this Agreement, the initial term of this Agreement shall commence on the Effective Date and continue for a period of one (1) year (“Initial Term”), unless otherwise earlier terminated for cause. Thereafter, this Agreement shall be automatically renewed for successive one (1) year terms (each a “Renewal Term”) unless either Party gives to the other Party written notice of its intent not to renew at least thirty (30) days prior to the end of the Initial Term or any Renewal Term and subject to Sections 5.2, 5.3 and 5.4 below.

5.2. Notwithstanding Section 5.1 above, either Party shall have the right to terminate this Agreement by written notice to the other Party of its intent to terminate at least thirty (30) days prior to the date of termination.

5.3. Notwithstanding Sections 5.1 or 5.2, either Party shall have the right to terminate this Agreement immediately, by written notice of such termination to the other Party, upon any one (1) or more of the following events:

5.3.1. bankruptcy proceeding of, or with respect to, the other Party;

5.3.2. any material and adverse change in the financial condition of the other Party, including that of any of its affiliates;

5.3.3. any malicious activity on the part of Referral Partner, including but not limited to illegal activity, unauthorized use of the Referral Link (described in Section 3.3), or any activity resulting in the closure of the merchant account of any Live Referred Merchant referred by Referral Partner; and/or

5.3.4. any malicious activity on the part of any Introduced Merchant, Prospective Merchant or Live Referred Merchant, including but not limited to illegal activity, excessive Chargebacks and violation of any card brand rules.

5.4. 2Checkout shall have the right to terminate this Agreement immediately, by written notice of such termination to Referral Partner, upon dissolution or liquidation or merger of Referral Partner (or controlling parent company thereof, if applicable), or in the event of a sale or other transfer of any substantial part of Referral Partner’s (or its parent’s) assets.

5.5. In the event of a breach or default by either Party under this Agreement, which is not cured within fifteen (15) days of the date the non-defaulting Party provides notice of the breach to the defaulting Party, the non-defaulting Party may terminate this Agreement. If 2Checkout terminates under this section, 2Checkout shall have no further revenue share payment obligations to Referral Partner. Nothing contained in this Agreement pertaining to 2Checkout’s rights and remedies with respect to a breach or default by Referral Partner under this Agreement will affect 2Checkout’s right to continue providing the 2Checkout Services to each Introduced Merchant. 2Checkout may continue its agreement with each Introduced Merchant regardless of whether or not this Agreement is in effect.

5.6. Upon termination of this Agreement, all revenue share payment obligations of 2Checkout to Referral Partner in accordance with this Agreement shall cease.


6.1. By entering into this Agreement, neither Party in any way implies that it is waiving any property rights it has in software or processes belonging to it, its subsidiaries or affiliates, including but not limited to rights accruing by virtue of applicable federal, state, or common law protections for copyright, patent, trade secret, trademark and/or service mark rights. In the event either Party discovers a violation of such proprietary rights, that Party, for itself and on behalf of its subsidiaries and affiliates, expressly reserves the right to seek in an appropriate state or federal court all available remedies for the infringement of such rights.


7.1. Under no circumstances shall Referral Partner obtain any rights in the 2Checkout Name or in 2Checkout’s Intellectual Property Rights.

7.2. 2Checkout grants Referral Partner for the duration of this Agreement a royalty-free license to use the 2Checkout Name and 2Checkout’s Intellectual Property Rights to the extent required by it under this Agreement. Referral Partner shall only use the 2Checkout Name and 2Checkout’s Intellectual Property Rights in the form stipulated by 2Checkout from time to time. Referral Partner may not sub-license, assign or otherwise transfer the rights granted to it under this license. 2Checkout may revoke this license or restrict its scope at any time at its sole discretion.

7.3. Referral Partner may not at any time use the 2Checkout Name or any 2Checkout Intellectual Property Rights as part of its corporate business logo, style, trading name or similar. Referral Partner may not modify, alter, deface, defame, or disparage 2Checkout or any of 2Checkout’s intellectual property made available to it by 2Checkout. Referral Partner may not adapt, translate, modify, decompile, disassemble or reverse engineer any software or programs used in connection with the 2Checkout Services, including but not limited to the 2Checkout website.

7.4. Each Intellectual Property Right generated in connection with this Agreement will be the property of 2Checkout from its creation and Referral Partner hereby assigns its present and future right, title and interest in and to each such Intellectual Property Right with full title guarantee and free from all liens, charges and encumbrances to 2Checkout.

7.5. Any unauthorized use of materials covered by 2Checkout’s Intellectual Property Rights may subject Referral Partner to penalties or damages, including but not limited to those related to violation of trademarks, copyrights, privacy and publicity rights.

7.6. If Referral Partner believes that any product associated with the 2Checkout Services infringes upon its copyrighted works, Referral Partner may notify 2Checkout using the procedure set forth in the 2Checkout Copyright Policy located at www.2checkout.com/dmca. If 2Checkout receives notice that any book, information, data, software, photographs, graphs, videos, typefaces, graphics, music, sounds, user content or any other material on the 2Checkout website (collectively “Content”) is allegedly infringing, defamatory, damaging, illegal or offensive, 2Checkout may investigate the allegation and determine in its sole discretion whether to remove or request the removal of such Content from the 2Checkout website. 2Checkout may disclose any Content or electronic communication of any kind (i) to satisfy any law, regulation, or government request; (ii) if such disclosure is necessary or appropriate to operate the 2Checkout website; or (iii) to protect the rights or property of 2Checkout and its officers, directors, employees, agents, third-party content providers, 2Checkout suppliers, sponsors, licensors and any other user.


8.1. Each Party agrees that it shall hold in confidence and shall not use or disclose (except as expressly allowed herein) any Confidential Information of the other Party except for purposes of this Agreement.

8.2. Referral Partner shall not make any announcement or disclosure about its relationship with 2Checkout under the terms of this Agreement without the prior written consent of 2Checkout.

8.3. Notwithstanding the foregoing, neither Party shall be obligated under this section with respect to information: (i) that is or has become generally available or known to the public through no fault of the recipient; (ii) that is developed independently by the recipient; (iii) that was rightfully received by the recipient without obligation of confidentiality from a third party; (iv) that was in the recipient's possession prior to its disclosure by the other Party; or (v) whose disclosure is required by law, provided that the recipient gives the disclosing Party prompt notice of the request for disclosure, gives the disclosing Party the opportunity to obtain a protective order, or other remedy, and discloses only that portion of the confidential information which it is legally compelled to disclose. Neither Party may disclose the terms of this Agreement to any third party other than its financial and legal advisors without the other Party's prior written consent.

8.4. Other than as expressly permitted under this Agreement, on the termination of this Agreement, each Party shall forthwith cease to use any Confidential Information of the other Party and shall return on demand, or at the request of the other Party, destroy or permanently erase all copies of that Confidential Information in its possession or control, except that either Party shall be permitted to retain one (1) copy of such part of the Confidential Information for the purposes of, and for so long as required by, any applicable law or by judicial or administrative process or for its legitimate internal compliance purposes.

8.5. 2Checkout values the privacy and security of the information that Referral Partner shares with 2Checkout. The 2Checkout Privacy Policy is posted on our website and is incorporated herein by reference, and Referral Partner acknowledges that Referral Partner has read in full and agrees with the terms of the 2Checkout Privacy Policy.


9.1 Referral Partner represents, warrants and undertakes to 2Checkout that:

9.1.1. it has and shall continue to have sufficient resources to properly perform its obligations in accordance with this Agreement;

9.1.2. its performance of marketing and promoting the 2Checkout Services (including the materials it uses to perform such services other than the 2Checkout Name) will not infringe any intellectual property rights or other rights of any person;

9.1.3. it shall comply with applicable law and good industry practice in marketing and promoting the 2Checkout Services; and

9.1.4. it has full power and authority to enter into this Agreement and to perform its obligations hereunder.

9.2. Referral Partner shall not, directly or indirectly, during the term of this Agreement and for one year after the termination of this Agreement, itself or through an agent or third party, canvass or solicit any person that is, or was during the immediately preceding 12 calendar months, an Introduced Merchant with a view to it either providing or introducing that Introduced Merchant to a third party that provides services the same as or similar to the 2Checkout Services.


10.1. Each Party shall ensure that at all times it has in place adequate information security measures that represent good industry practice and enable it to be compliant with all applicable laws concerning the protection of information and governing the use, storage and/or processing of personal data and cardholder data, including PCI DSS.


11.1. 2Checkout shall indemnify and hold harmless Referral Partner, its affiliates, directors, officers, employees and agents against any and all losses, claims, damages, liabilities, actions, costs or expenses which arise out of, directly or indirectly, a breach of 2Checkout’s obligations under this Agreement, but only to the extent that such losses, claims, damages, liabilities, actions, costs or expenses are not caused by Referral Partner.

11.2. Referral Partner shall indemnify and hold harmless 2Checkout, its affiliates, directors, officers, employees, and agents against any and all losses, claims, damages, liabilities, actions, costs, or expenses which arise out of, directly or indirectly, a breach of Referral Partner’s obligations under this Agreement, but only to the extent that such losses, claims, damages, liabilities, actions, costs or expenses are not caused by 2Checkout.

11.3. Except for a breach by either Party of the obligations to protect Confidential Information or the obligation to indemnify, neither Party shall be liable to the other for any indirect, consequential, special or punitive damages, or any lost profits or lost goodwill, nor shall either Party's liability to the other exceed the amount of the revenue share payments paid by 2Checkout, or its designee, to Referral Partner, or its designee, in the six (6) months immediately preceding the first event giving rise to the first such claim.


12.1. Any written notice under this Agreement shall be deliverable in paper or electronic format, including but not limited to: (1) email; (2) hand delivery; (3) first class or certified, postage prepaid United States Mail; or (3) overnight courier.

12.2. Written notices shall be addressed as follows:

To 2Checkout:
2Checkout.com, Inc.
ATTN: Legal Department
855 Grandview Avenue, Suite 110
Columbus, Ohio 43215


To Referral Partner:
To the latest address provided to 2Checkout by Referral Partner

To the last email address provided to 2Checkout by Referral Partner

12.3. Notices shall be effective upon receipt by the Party to which notice is addressed. If either Party changes its address, it shall so advise the other Party in writing and any notice thereafter required to be given shall be sent as specified herein to such new address. Referral Partner and 2Checkout may designate one or more person(s) who shall act as points of contact for the purpose of receiving any communication relating to this Agreement.

12.4. In addition to the methods listed in Section 12.1, 2Checkout may communicate notices, disclosures and updates to the 2Checkout website policies, including this Referral Agreement, electronically by way of posting notices on the 2Checkout website.

12.5. 2Checkout may amend or modify this Agreement and any such amendment or modification will be effective when posted to the 2Checkout website and will become binding upon Referral Partner when posted. Provided, however, that Referral Partner may terminate this Agreement within fourteen (14) days of the posting to the 2Checkout website of an amendment or modification of this Agreement. Referral Partner accepts the responsibility of a continuing review of the content of the 2Checkout website to determine whether any amendments or modifications to this Agreement have occurred.


13.1. The Parties agree that at all times during the term of this Agreement, their relationship shall be that of independent contractors and not as agent, franchisees, or employees. Each Party shall be solely responsible for dealing with its respective customers pursuant to this Agreement, including invoicing and collecting payment for services provided to such customers, except as expressly provided herein.


14.1. This Agreement will inure to the benefit of and be binding upon 2Checkout and its successors and assigns. 2Checkout may assign this Agreement upon written notice to Referral Partner.

14.2. This Agreement will inure to the benefit of and be binding upon Referral Partner and it successors. Referral Partner may not assign its rights and responsibilities under this Agreement without the prior written consent of 2Checkout, which consent shall not be unreasonably withheld. Any Referral Partner assignee, if authorized by 2Checkout, shall have all of the rights and obligations of Referral Partner as set forth in this Agreement.

14.3. Referral Partner may not subcontract with any person to perform any part of the marketing and promotional activities as contemplated under this Agreement without obtaining 2Checkout’s prior written consent. Notwithstanding such consent having been obtained, Referral Partner shall be liable for all acts or omissions of its subcontractors.


15.1. If any provision of this Agreement is held invalid or otherwise unenforceable, the enforceability of the remaining provisions shall not be impaired thereby.

15.2. The failure by any Party to exercise any right provided for herein shall not be deemed to be a waiver of any right hereunder.


16.1. This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, with regard to it choice of law provisions. The Parties agree that the state and federal courts located in Franklin County, Ohio shall have exclusive jurisdiction of and venue in any claim or action arising under or related to this Agreement. Both Parties hereunder waive their respective rights to a trial by jury in any judicial proceeding involving any claim relating to or arising under this Agreement.

16.2. If any dispute arises between the Parties regarding any Party's rights or obligations pursuant to this Agreement, the prevailing Party will be entitled to reasonable attorneys' fees, attorneys' costs, expert witness fees and court costs incurred in connection with litigation.

16.3. Regardless of any law or statute to the contrary, both Parties agree that any claim or cause of action arising out of or relating to this Agreement must be filed within one (1) year of the date the cause of action arose or be deemed waived and forever barred as untimely.


17.1. The Parties acknowledge and agree that this Agreement shall not preclude either Party from entering into similar agreements with other Parties.

17.2. Each Party may rely on the other Party's compliance with all applicable laws. Violation of applicable law by a Party which allows or permits said Party to take any action under or pursuant to this Agreement which such Party would not otherwise have been able to do or take, shall constitute a breach of this Agreement.

17.3. No Party shall be liable for a delay in performance hereunder where the cause for such delay is beyond the reasonable control of that Party. Such causes shall include, without limitation, acts of God, riots, acts of war, epidemics, governmental regulations imposed after the fact, earthquakes or other natural disasters.

17.4. The headings contained in this Agreement are for convenient reference only, and shall not be considered substantive nor affect the interpretation of this Agreement.

17.5. Upon termination of this Agreement, all rights and obligations of any Party will cease to have effect immediately, except that the clauses and paragraphs which expressly or by implication have effect after termination will continue to be enforceable notwithstanding such termination, including without limitation Clauses 2, 5, 6, 7, 8, 9, 11, 13, 15, 16, and 17.