Fee shall mean intermediary, advisory or origination fee payable to Diggifi by a Qualified Borrower. Diggifi shall negotiate its Fee directly with the Qualified Borrower, at its sole discretion.

Commission, with respect to any QRT, shall mean 25% of the Fee and is payable provided that such transaction closes within 6 months of the transaction commencing on the Diggifi platform.

Qualified Referral A Qualified Referral is defined as a loan closed via Diggifi either (1) by a Qualified Borrower who originates a loan request at Diggifi’s website or app by clicking Partner’s Referral Partners link or (2) by a Qualified Borrower initiating a loan request in any way, and Partner submitting to Diggifi a written record of its referral role in the origination within 7 days of the loan request .

Qualified Borrower. A Qualified Borrower (“QB”) is a person or company initiating a loan request on an Active Deal and submitting a full and accurate set of referral information (listed below) to commence the process.  The QB and the Partner cannot be the same person or company (for example, by using a different email address). Rather, the Qualified Borrower has to be an unaffiliated third-party person.

Further, to be a “qualified” borrower, it must be new borrower who has neither closed a loan via Diggifi before, nor can it have submitted any loan request to Diggifi within the past 12 months. We automatically disqualify suspicious referrals.

Finally, a full and accurate set of referral information, includes Ultimate Borrower Name (not only SPV), contact name and details, loan amount, property address and type, and project type (together, the “Referral Information”).

An Active Deal means a transaction currently requiring financing or in active consideration, such that it will need financing with a high degree of likelihood over the coming 90 days.

Referred Borrower. A Referred Borrower is a Qualified Borrower directly referred by Partner. Further, it must be a first degree referral, between Partner and Borrower, without any intermediary or other service firm in the middle.

Referral Link. Partner agrees to disseminate the Diggifi Funding link to its clients for their use in originating a transaction and/or Partner agrees to directly submit to Diggifi a written record of its involvement with each known transaction, in either event, within 7 days of a Qualified Borrower commencing a transaction with Diggifi.

Reward Payments. As a Partner, you acknowledge that you are an independent entity from Diggifi, do not hold the status of employee of Diggifi, and shall pay and report all taxes or other government payments applicable to your relationship with Diggifi.

Right to Close Accounts. Diggifi reserves the right to close the Referral account(s) of any Partner and/or Referred Borrower if the referral Partner and/or Referred Borrower attempts to use the Diggifi Referral Partners in a questionable manner or breaches any of these Terms & Conditions or is in violation of any law, statute or governmental regulation.

Right to Cancel Program or Change Terms. Diggifi reserves the right to cancel our Referral Partners or to change these Terms & Conditions at any time in its sole discretion.

Data Retention and Usage. Diggifi shall have the right to retain and use all Data and any other information collected in connection with the use of the platform by borrowers, lenders or Partner. By Partner’s acceptance of the terms of this Agreement and/or use of the platform, Partner authorizes the collection, retention, and use of said data and information by Diggifi. Diggifi shall be permitted to retain the Data for an indefinite period of time, and may use it to create data products, including anonymized transaction-specific data, statistics, benchmarks, and indices, among other things.

Authority. Each party acknowledges that the person executing this Agreement on behalf of such party has full power and authority to do so and this Agreement is a valid and binding obligation of such party. This Agreement shall be binding upon Partner and its successors and assigns.

No Spam. As a Partner, you must comply with all up-to-date “SPAM” laws. For example, emails must be created and distributed in a personal manner, and bulk email distribution is strongly discouraged. Any distribution of your Referral Link that could constitute unsolicited commercial email or "spam" under any applicable law or regulation is expressly prohibited and will be grounds for immediate termination of your account and exclusion from Diggifi’s Partner Program.

Execution in Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. Facsimile and portable document format (PDF) signatures are acceptable to effectuate the terms of this Agreement.

Notices. Any notices under this Agreement shall be given to the appropriate party at the physical address or email address specified below the relevant signature line, or at such other address as the party shall specify in writing. Such notice shall be deemed given upon personal delivery to the appropriate address, if sent by certified or registered mail, three (3) days after the date of mailing and if sent by email (receipt requested) on the next business day. Any Party may change its address for notice by notifying the other parties in the manner provided in this section.

Governance. This Agreement incorporates the entire understanding of the parties with respect to the Partnership and supersedes all previous agreements regarding such engagement, should they exist, and shall be governed by, and construed and enforced in accordance with, the laws of the State of New York (without regard to conflicts of law principles). If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.

Jurisdiction. Each party consents to the exclusive jurisdiction of the courts of the State of New York and the United States District Court for the Southern District of New York as well as the jurisdiction of any court from which an appeal may be taken from such courts, for the purpose of any litigation, proceeding, or other action arising out of such party’s obligations under or with respect to this agreement, and expressly waives any and all objections such person may have to venue in such courts.

Confidentiality. Partner agrees, for itself and all persons retained or employed by it, as consultant or employees, to hold in confidence and not to use or disclose to others any confidential or proprietary information of Diggifi which may become known to Partner in the performance of, or as a result of, its services hereunder; provided that it should be permitted to disclose such information where (i) Diggifi specifically authorizes Partner in writing to disclose any of the foregoing to others, (ii) it is otherwise within the public domain or (iii) if Partner has obtained such information from a source other than Diggifi, or its employees or agents.

Regulatory Compliance. Both Parties will comply with applicable laws and regulations. Without derogating from the above, it will be the responsibility of each Party to comply with all necessary brokerage requirements and any other stipulations administered by appropriate governing organizations and/or associations.