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Silo Customer Referral Terms and Conditions 

Effective Date: 10/26/2023 

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The Silo Technologies, Inc. (“Silo”) Customer Referral Program (the “Referral Program”) will provide business associates (“Referral Partner”) benefits that may or may not include monetary compensation for referring customer opportunities to Silo which result in the sale of Silo’s products and/or services. Each of Silo and Referral shall be referred to as a “Party” and collectively as the “Parties”. 

This Customer Referral Program applies to affiliates and partner companies who may NOT be enrolled as a member of the Silo Partner Program. If the partner organization or associate is a current member of the Partner Program, all benefits and compensation for referrals are covered in that agreement.

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  1. Role of Referral Partner 

    • Registration. Referral Partner must accept this Customer Referral Program terms and conditions prior to submitting any referral opportunities to Silo. 

    • Submitting Referrals Opportunities. The Referral Partner is responsible for submitting all required information to Silo via the Silo Customer Referral Registration form. 

  2. Compensation 

    • Compensation. Silo shall pay a commission as compensation for partner's services under this Customer Referral Program for each new Silo customer that results from a referral opportunity (“Referral Fee”). 

    • Criteria for Earning Referral Fee. ​​

      • The referral opportunity must be submitted via the Silo Customer Referral Registration form selecting referral where provided. 

      • The referral opportunity must not previously have received funding from Silo Capital. 

      • The referral opportunity must receive funding from Silo within ninety (90) days of the date of introduction from Referral to Silo. 

      • The referral fee will be earned pursuant to the speed of funding. If the referred business receives funding from Silo within 45 days of referral submission, the payout period will be 12 months. If the referred business receives funding from Silo within 46-90 days of referral submission, the payout period will be 6 months. Once Referral Partner submits a referral, Silo will track the days to first funding and report to Referral Partner whether the business referral has qualified Referral Partner for a 6-month or 12-month payout period. 

      • The referral fee will be paid in the month following the end of the month in which Silo receives payment from the customer. 

    • Referral Fee. The Referral Fee is payment for the opportunity referred to Silo and is based on a percentage of total repayments to Silo for capital products related to the identified opportunity only.

      • The following is the payout of referral fees for Silo Capital Products: 

      • Silo Cash Advance: 0.125% of repayment amounts Silo Instant Pay: 0.125% of repayment amounts 

    • Opportunity Based. The referral fees paid to referral partners are based on a single opportunity referred to Silo that results in the sale of Silo capital products. The referral fee does not cover any other opportunities that have been received from other means or for software, upgrades or ongoing services provided to the customer account. 

    • No Duplicate Referral Fees. Silo is not liable for paying duplicate, overlapping or multiple Referral Fees. If more than one Referral Partner or a 3rd party (including Silo employees) claims credit for the same referral opportunity or the referral opportunity is already a documented Silo lead, Silo will in its sole discretion determine which party, if any, shall receive a Referral Fee for the referral opportunity. 

    • Referral Fee Program Changes. Silo reserves the right to make Referral Program changes at any time, including modifying the criteria for earning a Referral Fee and/or the method for calculating the Referral Fee.

  3. Limited Authority 

    • Referral Acceptance. Silo may, in its discretion, accept or decline for any reason in its sole discretion, any referral opportunity that is referred by Referral Partner. Referral Partner shall have no right to, and shall not: (a) accept any orders on behalf of Silo, or commit or bind Silo to any agreement, warranty, contract or undertaking; (b) pursue, waive or compromise any of Silo's rights against customers or other parties; (c) accept payments or authorize any deductions, discounts or payment term extensions on behalf of Silo; or (d) accept payments from parties other than Silo as it relates to this Referral Program. 

    • Appointment of Third Parties. Referral Partner shall not appoint, directly or indirectly, any parties to assist Referral Partner in performing its obligations or exercising its rights under this Referral Program without the prior written approval of Silo. 

    • Marketing. Silo shall supply the Referral Partner with the referral sales literature and related marketing collateral (“Authorized Marketing Materials”) for the Services and Products as requested by Referral Partner. The Referral Partner shall use the Authorized Marketing Materials to promote the Services and Products according to this Referral Program. No advertising, marketing, promotion, public relations or other similar materials, methods or media in connection with the Services and Products may be used by Referral Partner for the Partner’s business, other than the Authorized Marketing Materials, without the prior written approval of Silo. 

    • Independent Contractors. Silo and Referral Partners are independent contractors with respect to each other, and nothing contained in this Referral Program shall be deemed or construed to create a contract of employment or a joint venture, partnership, agency, fiduciary or other form of legal relationship between the parties. Referral Partner is not an Agent of Silo and is not authorized and shall not have any authority to make any representation, contract or commitment on behalf of Silo, or otherwise bind Silo in any respect whatsoever. Referral Partner (and its employees) shall not be entitled to any of the benefits that Silo may make available to its employees, such as group insurance, profit-sharing or retirement benefits. Referral Partner shall be solely responsible for all tax returns and payments required to be filed with or made to any federal, state or local tax authority with respect to Referral Partner’s performance of services and receipt of fees under this Referral Program. Silo may regularly report amounts paid to Referral Partner with the Internal Revenue Service as required by law. Because Referral Partner is an independent contractor, Silo shall not withhold or make payments for social security, make unemployment insurance or disability insurance contributions, or obtain worker's compensation insurance on Referral Partner’s behalf. Referral Partner shall comply with, and agrees to accept exclusive liability for non-compliance with, all applicable state and federal laws, rules and regulations, including, without limitation, obligations such as payment of all taxes, social security, disability and other contributions based on fees paid to Referral Partner or employees under this Referral Program. Referral Partner hereby agrees to indemnify, hold harmless and defend Silo against any and all such liability, taxes or contributions, including, without limitation, penalties and interest. 

  4. Term and Termination 

    • Term. This Agreement shall become effective on the date Referral Partner accepts these terms and conditions and shall continue in force so long as the Service is being provided by Silo to Referral Partner. 

    • Termination for Convenience. Either Party may terminate this Agreement at any time, for any reason at its sole discretion, by providing the other Party no less than thirty (30) days advance written notice thereof. 

  5. Proprietary Rights. Referral Partner acknowledges Silo's exclusive right, title and interest in and to its patents, trade secrets, trademarks, trade names, service marks, copyrights and other intellectual property rights and shall not, at any time, contest or in any way impair any part of such right, title or interest. Nothing contained in this Customer Referral Program shall be construed as conferring upon Referral Partner (by implication, operation of law or otherwise) any license to any such right, title or interest. Referral shall not register or attempt to register any trademarks of Silo, or any marks similar thereto, for any products or services in any jurisdiction. 

  6. Indemnity. Referral Partner agrees to indemnify and hold Silo and its affiliates, directors, officers, employees and Referrals harmless from and against any and all losses, expenses (including reasonable attorney fees and costs) and damages of any kind incurred as a result of any breach of this Customer Referral Program by Referral Partner, Referral Partner’s attorneys, successors and/or representatives. 

  7. Warranty Disclaimer. SILO DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, AND ALL WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. SILO DOES NOT REPRESENT OR WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS OR THAT THE SERVICES WILL PREVENT UNAUTHORIZED ACCESS BY THIRD PARTIES. SILO NEITHER ASSUMES, NOR AUTHORIZES ANY OTHER PERSON TO ASSUME FOR IT, ANY OTHER LIABILITY IN CONNECTION WITH THE SERVICES, INCLUDING, WITHOUT LIMITATION, LIABILITY ARISING OUT OF THE DELIVERY OR USE OF THE SERVICES. IN NO EVENT SHALL SILO BE LIABLE TO REFERRAL PARTNER OR ANY THIRD PARTY UNDER ANY LEGAL THEORY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND, HOWEVER CAUSED, EVEN IF SILO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

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