Affiliate & Partner Terms

Last Updated: 8/2/2026 | Version 2.1

These Affiliate and Partner Terms of Service ("Terms") constitute a binding agreement between Kashu, Inc., a Wyoming corporation ("Kashu," "we," "us," or "our"), and any individual or entity that applies for, is accepted into, or participates in Kashu's User Referral or Merchant Referral Programs (collectively, the "Programs," and each individually a "Participant," "Affiliate," or "Partner," as applicable).

These Terms govern your participation in the Programs and are incorporated by reference into, and shall be read in conjunction with, the Kashu User Referral Agreement or Kashu Merchant Referral Partner Agreement, as applicable (each a "Program Agreement"), as well as Kashu's Software & Technology Services Agreement ("STSA") (the master platform agreement for the Kashu Wallet, entered into between Kashu and each business customer at onboarding; it does not apply to Kashu Pay payment-processing services), Terms of Service, Acceptable Use Policy, Customer Identification Program, Privacy Policy, Refund Policy.

By applying to, being accepted into, or continuing participation in either Program, you acknowledge that you have read, understood, and agreed to be bound by these Terms.

1. Overview and Program Distinctions

Kashu operates a software platform that delivers business financial-operations tooling to U.S.-based businesses. The Services consist of three integrated pillars: Platform Access, Transaction Intelligence, and Program Administration, as further described in the Kashu Terms of Service.

The Programs allow independent participants to refer business users or merchants to the Kashu platform. Each Program is distinct in structure and compensation as described below.

(a) Affiliate Program. The Affiliate Program allows approved participants to promote and refer new business users to Kashu's platform through an authorized referral link. Affiliates earn commissions based on Kashu's collected Platform Service Fees on a referred user's first completed transaction, subject to the tiered compensation structure and limitations described in Section 4.

(b) Merchant Referral Program. The Merchant Referral Program ("MRP") allows approved partners to refer merchants to Kashu. Merchant Referral Partners earn compensation based on Kashu's collected Platform Service Fees from referred merchants, subject to the Kashu Merchant Referral Partner Agreement and the terms described in Section 5.

Participation in either Program is strictly conditional upon adherence to these Terms, the applicable Program Agreement, and Kashu's compliance standards.

Scope Clarification. These Terms govern referrals of business users and merchants to the Kashu software platform. They do not govern Kashu's ISO or payment-processing referral programs for Kashu Pay (Kashu's payment-processing side), which operate under separate agreements and are not available through these Programs. Section 6 (Referral Attribution and Account Ownership) is the exception: it applies across all Kashu referral, affiliate, and partner programs, including the Kashu Pay Merchant Referral Partner program.

2. Eligibility and Acceptance

To participate in the Programs, you must:

• (a) Be at least eighteen (18) years of age and possess full legal capacity to enter into binding contractual obligations; if applying as an entity, be a legal entity in good standing with authority to bind the entity;
• (b) Maintain a verified account in good standing with Kashu;
• (c) Complete all required tax, compliance, and identity-verification processes, including Know Your Business ("KYB") for entity Participants, Know Your Customer ("KYC") for individual Participants and beneficial owners, and Anti-Money Laundering ("AML") and sanctions screening;
• (d) Execute the applicable Kashu User Referral Agreement or Kashu Merchant Referral Partner Agreement; and
• (e) Be approved by Kashu's compliance and partnerships departments in their sole discretion.

Kashu reserves the right to deny or revoke participation at any time, with or without cause, including for any breach of these Terms, violation of applicable law, reputational risk, or compliance irregularity.

3. General Representations and Warranties

By participating in the Programs, you represent, warrant, and covenant that:

• (a) You will conduct all activities lawfully, ethically, and in accordance with these Terms, the applicable Program Agreement, and all applicable federal, state, and international laws, including the Bank Secrecy Act, USA PATRIOT Act, FinCEN Customer Due Diligence Rule, OFAC sanctions regulations, the CAN-SPAM Act, the Telephone Consumer Protection Act (TCPA), the California Consumer Privacy Act (CCPA/CPRA), and other applicable data-protection and consumer-protection laws;
• (b) You will not engage in false, deceptive, or misleading marketing or make unauthorized statements regarding Kashu, its affiliates, products, or services;
• (c) You will not imply any joint venture, employment, or agency relationship between yourself and Kashu; and
• (d) You will maintain accurate and complete records of all promotional and referral activities as may be requested by Kashu for audit, compliance, or verification purposes.

4. Affiliate Program Terms

4.1 Compensation and Commission Structure

Affiliates shall earn commissions based upon Kashu's receipt of collected Platform Service Fees from transactions completed by referred users who register through the Affiliate's designated referral link. Commissions shall be determined according to the following structure:

• Gold Tier: 5% of Kashu's collected Platform Service Fees on all transactions from a referred user, up to the first $100,000 of that user's lifetime transaction volume.
• Platinum Tier: 10% of Kashu's collected Platform Service Fees on all transactions from a referred user once that user surpasses $100,000 in lifetime transaction volume.

Affiliates shall not be entitled to any residual or recurring compensation for subsequent transactions by referred users unless expressly stated in a written agreement signed by Kashu.

4.2 Referral Attribution and Tracking

Affiliate commissions are earned only for users who (i) access Kashu through the Affiliate's unique referral link, and (ii) complete a transaction on the platform. Kashu shall maintain exclusive discretion over the methods used for referral tracking and attribution. If a referred user fails to register or transact via the Affiliate's designated link, the Affiliate shall not be credited for that user. Kashu shall have no obligation to adjust tracking results or pay commissions on untracked referrals. Attribution is further governed by Section 6.

4.3 Payouts and Adjustments

Affiliate payouts shall occur no earlier than thirty (30) days following the close of the month in which the qualifying transaction occurred. Notwithstanding the foregoing, Kashu and an Affiliate may agree in writing to a different payment schedule or structure; any such written agreement, signed by an authorized representative of Kashu, shall control over the timing set forth in this Section. Payouts shall be made by ACH or other approved method to the account on file and shall be net of chargebacks, refunds, reversals, disputes, or other offsets affecting the underlying Platform Service Fees. Kashu reserves the right to withhold, delay, or offset payments in cases of suspected fraud, compliance review, or accounting error. Affiliates shall have thirty (30) days from receipt of payment to dispute any discrepancies in writing; failure to do so constitutes waiver of all claims.

4.4 Taxes and Reporting

Affiliates are independent contractors and shall be solely responsible for the payment of all federal, state, and local taxes, including income and self-employment taxes. Kashu shall report payments on IRS Form 1099 or equivalent as required by law.

4.5 Prohibited Conduct

Affiliates shall not:

• Use unauthorized advertising methods, including misleading claims or representations;
• Bid on Kashu trademarks, domain names, or variants in paid search or digital advertising campaigns;
• Represent themselves as employees, agents, or representatives of Kashu;
• Engage in unsolicited telemarketing, cold-calling, or any practice in violation of the TCPA or CAN-SPAM Act; or
• Engage in any activity likely to harm the reputation, goodwill, or compliance posture of Kashu.

Violation of this Section shall result in immediate termination and forfeiture of unpaid commissions.

5. Merchant Referral Program Terms

5.1 Compensation

Merchant Referral Partners earn compensation based on Kashu's collected Platform Service Fees from merchants referred through the Partner's authorized referral channel. The applicable rate, structure, and any residual or recurring components are set forth in the executed Kashu Merchant Referral Partner Agreement.

5.2 Referral Attribution and Tracking

Merchant referral commissions are earned only for merchants who (i) are referred through the Partner's authorized referral channel, and (ii) are approved and onboarded by Kashu. Kashu maintains exclusive discretion over referral tracking and attribution and has no obligation to credit untracked referrals. Attribution is further governed by Section 6.

5.3 Payouts and Adjustments

Merchant referral payouts shall occur no earlier than thirty (30) days following the close of the month in which the qualifying activity occurred, unless a different schedule is agreed in writing and signed by an authorized representative of Kashu. Payouts shall be made by ACH or other approved method and shall be net of chargebacks, refunds, reversals, disputes, or other offsets affecting the underlying Platform Service Fees. Kashu reserves the right to withhold, delay, or offset payments in cases of suspected fraud, compliance review, or accounting error.

5.4 Compliance and Conduct

Merchant Referral Partners shall comply with all applicable BSA/AML, KYC, KYB, OFAC, sanctions, FinCEN Customer Due Diligence Rule, CCPA/CPRA, and related legal standards; promptly report any suspicious activity, regulatory inquiry, or data breach to help@kashupay.com; and maintain accurate operational records in accordance with Kashu's audit and compliance requirements.

6. Referral Attribution and Account Ownership

6.1 Scope of This Section

This Section 6 governs how Kashu determines which Participant, if any, receives credit for a referred business, merchant, or user, and how that determination affects compensation. Notwithstanding the Scope Clarification in Section 1, this Section 6 applies to every Kashu referral, affiliate, and partner program, including the Kashu Wallet Affiliate Program, the Merchant Referral Program, the Kashu Pay Merchant Referral Partner program, and any successor or replacement program. Where these Terms or a Program Agreement refer to Kashu’s “terms,” “policies,” or “program rules,” that reference includes this Section 6. This Section governs attribution and eligibility only; rates, tiers, thresholds, and payment timing are governed by the applicable Program Agreement.

6.2 Definitions

For purposes of this Section 6:

• (a) “Prospect” means a business, merchant, or user that a Participant wishes to introduce to Kashu.
• (b) “Approved Referral Channel” means a Participant’s unique Kashu referral link, a Kashu-hosted partner submission or application form completed under the Participant’s identifier, a Kashu partner portal submission, or another method Kashu designates in writing for that Participant.
• (c) “Registered Referral” means a Prospect submitted through an Approved Referral Channel and recorded in Kashu’s systems with a date and time stamp.
• (d) “Attribution Record” means the record maintained in Kashu’s customer, partner, and administrative systems identifying the Participant, if any, credited with a given Prospect, merchant, or account.
• (e) “Kashu Ecosystem” means all Kashu products, services, and business lines, including Kashu Wallet, Kashu Pay, and Kashu Studio, and any Kashu program, pipeline, or customer record, whether or not the Prospect has transacted.

6.3 First in Time Controls

A Prospect is credited to the first Participant whose Registered Referral for that Prospect appears in Kashu’s systems. The first Participant to register a Prospect keeps that Prospect for the duration of the relationship, subject to this Section 6 and to the applicable Program Agreement. A later submission of the same Prospect by any other Participant creates no entitlement of any kind, regardless of the later Participant’s effort, relationship with the Prospect, or role in the Prospect’s decision to proceed.

6.4 Registration, Not Introduction, Is the Trigger

Attribution is established by registration through an Approved Referral Channel, not by conversation, introduction, or claimed relationship. The following do not create, transfer, or preserve attribution: verbal or written claims of a prior relationship; social, email, or messaging introductions made outside an Approved Referral Channel; business cards, lead lists, or spreadsheets; a Prospect naming a Participant after the fact; or a Prospect self-registering without using the Participant’s link or identifier.

6.5 No Splitting

Kashu credits one Participant per merchant or account. Kashu does not split, share, tier, or co-assign attribution between Participants, and no Participant is entitled to a partial or reduced credit on a Prospect attributed to another Participant. Upline override compensation, where a Program Agreement provides for it, is not an exception to this Section and is calculated on the attributed Participant’s activity only.

6.6 Pre-Existing Relationships Are Not Eligible

A Prospect that already exists within the Kashu Ecosystem at the time of a Participant’s registration is not eligible for referral compensation to that Participant. A Prospect is pre-existing if, before the Participant’s Registered Referral, the Prospect:

• (a) is or was a Kashu customer, merchant, applicant, or account holder on any Kashu product or business line, including in a closed, declined, dormant, or terminated state;
• (b) has been recorded in Kashu’s customer, sales, or partner systems as a lead, prospect, opportunity, inquiry, application, or demonstration, whether sourced by Kashu directly, by Kashu marketing, or inbound;
• (c) is already attributed to another Participant under this Section 6;
• (d) is a house, direct, or named account that Kashu has designated as reserved to Kashu or excluded from partner attribution; or
• (e) is under an active engagement, letter of intent, or negotiation with Kashu.

A registration against a pre-existing Prospect does not displace the existing Attribution Record, does not create a claim to future compensation, and does not entitle the registering Participant to notice, explanation, or a share of any revenue from that Prospect. Kashu is not obligated to disclose the identity of an existing attributed Participant or the source of a pre-existing record.

6.7 How to Register a Referral

To secure attribution, a Participant must submit the Prospect through an Approved Referral Channel before the Prospect contacts Kashu, applies, or is contacted by Kashu through any other channel. Submissions should include the Prospect’s legal business name, primary contact name, and email address or telephone number, and Kashu may require additional identifying information before recording a Registered Referral. A Registered Referral is established when Kashu records it, not when a Participant sends it; Kashu is not responsible for submissions that are incomplete, illegible, misdirected, or not received. Participants must register Prospects accurately and in good faith, and Kashu may reject, void, or reverse any registration that is speculative, duplicative, bulk-submitted, harvested from a list or directory, or submitted without a genuine relationship with or authorization from the Prospect.

6.8 Attribution Window and Expiration

A Registered Referral protects the Participant’s claim to that Prospect for one hundred twenty (120) days from the date Kashu records it. If the Prospect does not submit an application or otherwise begin onboarding within that period, the registration expires and the Prospect returns to unattributed status. A Participant may request an extension in writing before expiration, describing current activity with the Prospect; extensions are granted at Kashu’s discretion and are effective only when confirmed by Kashu in writing. Once a Registered Referral is approved and onboarded, attribution attaches to the resulting account and remains in place for so long as the Participant’s Program Agreement is in effect and the Participant is in good standing, subject to Section 6.10 and to the termination provisions of that Program Agreement.

6.9 Related Entities, Locations, and Ownership

Attribution is determined at the level of the business, not the individual contact or location. Affiliates, subsidiaries, parent entities, franchisees under common ownership, additional locations, additional trade names or DBAs, and successor entities of an attributed business are treated as part of the original attribution and are not separately claimable by another Participant. Kashu may use tax identification number, beneficial ownership, principal contact, address, banking details, or any other reasonable indicator to determine whether two records describe the same business. If an attributed business is sold, merged, or reorganized, Kashu may in its discretion maintain, reassign, or retire the Attribution Record based on the substance of the transaction; a change in a merchant’s ownership or personnel does not create a new referral opportunity for another Participant.

6.10 Departing and Returning Merchants

If an attributed merchant leaves Kashu and later returns within twelve (12) months, the original Attribution Record is reinstated if the original Participant’s Program Agreement is then in effect and the Participant is in good standing. After twelve (12) months, the merchant is treated as unattributed and may be registered under Section 6.7, including by a different Participant. Reinstatement does not revive compensation for any period in which no Program Agreement was in effect.

6.11 Prohibited Conduct

A Participant shall not:

• (a) register, attempt to register, or claim a Prospect the Participant knows or reasonably should know is already in the Kashu Ecosystem or attributed to another Participant;
• (b) solicit, divert, or attempt to divert a merchant, user, or Prospect attributed to another Participant, or interfere with an existing attribution or Upline and Downline relationship recognized by Kashu;
• (c) submit bulk, scraped, purchased, or speculative lists in order to blanket-claim attribution;
• (d) register the same Prospect under multiple Participant accounts, or use a related party, family member, employee, or entity to obtain attribution the Participant could not obtain directly;
• (e) misrepresent the Participant’s relationship with a Prospect, or misrepresent to a Prospect that the Prospect must sign up through the Participant; or
• (f) induce or assist a merchant to close and reopen an account, or to apply under a new entity, in order to create or move attribution.

Conduct under this Section may result in voiding of the affected registrations, forfeiture of related compensation, suspension, or termination of the Program Agreement, in addition to any other remedy available to Kashu.

6.12 Kashu Records Control; Kashu Discretion

Kashu’s internal records are the sole and controlling source of truth for attribution, including the identity of the credited Participant and the date and time of registration. Kashu maintains exclusive discretion over the methods, tools, and vendors used for referral tracking and attribution, and has no obligation to credit untracked referrals or to reconstruct attribution from external evidence. Kashu may, in its sole discretion, make an exception to any part of this Section 6, including assigning, reassigning, declining to assign, or retiring attribution, where Kashu determines it is equitable or commercially appropriate to do so. Any such exception is specific to the circumstances, applies only to the accounts identified, is effective only if confirmed by Kashu in writing, and does not establish a precedent, course of dealing, or waiver of any provision of these Terms. Nothing in this Section guarantees that any Prospect will be approved, onboarded, retained, or will generate revenue, or that any Participant will receive compensation.

6.13 Corrections, Forfeiture, and Clawback

Where Kashu determines that a Prospect was ineligible, that attribution was recorded in error, or that a registration violated this Section 6, Kashu may correct the Attribution Record, withhold compensation associated with the affected accounts, and reverse or reclaim any amount previously paid in accordance with Section 7.2. Correction of an Attribution Record is not a breach of these Terms or any Program Agreement and does not give rise to a claim for lost profits or lost business opportunity.

6.14 Attribution Disputes

A Participant who believes an attribution is incorrect must submit a written dispute to help@kashupay.com within thirty (30) days of the earlier of the date the Participant is notified of the attribution or the date of the first statement or payment that reflects or omits the referral. The dispute must identify the Prospect, the date and method of the Participant’s registration, and the basis for the claim. Kashu will review the dispute against its records and respond in writing, and Kashu’s determination is final for purposes of the Programs. Failure to raise a dispute within this period waives the claim. Nothing in this Section limits either party’s rights under Section 7.6.

7. General Provisions Applicable to All Participants

7.1 Independent Contractor Relationship

Affiliates and Partners are independent contractors and not employees, agents, joint venturers, or franchisees of Kashu. Nothing in these Terms shall be construed to create any relationship of employment or agency. Participants have no authority to bind Kashu in contract or otherwise.

7.2 Chargebacks, Fraud, and Clawbacks

Kashu reserves the right to reverse or reclaim ("claw back") any prior payment or credit if the underlying transaction is reversed, disputed, fraudulent, or otherwise invalidated. Kashu may offset such amounts against future payments without prior notice.

7.3 Limitation of Liability

In no event shall Kashu, its officers, directors, employees, or affiliates be liable for any indirect, incidental, consequential, or punitive damages, including loss of profits or business opportunities. Kashu's aggregate liability to any Participant under these Terms shall not exceed the total amount paid to such Participant under the applicable Program during the twelve (12) months preceding the event giving rise to the claim.

7.4 Indemnification

Each Participant agrees to indemnify, defend, and hold harmless Kashu and its affiliates, officers, directors, employees, and representatives from and against any and all claims, losses, liabilities, or expenses arising from (i) Participant's breach of these Terms or the applicable Program Agreement, (ii) violation of applicable law, or (iii) negligence, fraud, or willful misconduct.

7.5 Modification of Terms

Kashu reserves the right to modify these Terms or the structure of the Programs at any time. Non-material changes are effective upon posting. Material changes will be communicated through the Services or by email at least thirty (30) days before they take effect, unless a shorter period is required by law, regulator direction, or partner-institution requirements. Continued participation after the effective date constitutes acceptance of the revised Terms.

7.6 Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Wyoming, without regard to its conflict-of-law provisions. Any dispute arising under or relating to these Terms shall be submitted to binding arbitration before the American Arbitration Association in Cheyenne, Wyoming. The prevailing party shall be entitled to recover its reasonable attorneys' fees and costs.

7.7 Confidentiality

Participants will, in the course of the Programs, have access to non-public, proprietary, or confidential information of Kashu, including business strategies, pricing, user data, technology, financial information, and operational methods ("Confidential Information"). Participants shall maintain Confidential Information in strict confidence, use it solely for purposes of the Programs, and not disclose it to third parties except to personnel and advisors bound by confidentiality obligations no less protective than these Terms. Upon termination, all Confidential Information shall be returned or destroyed at Kashu's election.

7.8 Notices

All notices, requests, or communications under these Terms shall be in writing and deemed given when delivered personally, sent by certified mail (return receipt requested), or transmitted by email to help@kashupay.com, or to such other address as Kashu may designate.

7.9 Document Hierarchy

In the event of any conflict between these Terms and the applicable Program Agreement, the Program Agreement shall control. Attribution of referrals is governed by Section 6, which controls over any Program Agreement provision addressing referral tracking or attribution, except where a Program Agreement expressly states otherwise. The user-facing Services that Affiliates and Partners promote are governed by Kashu's STSA, Terms of Service, Acceptable Use Policy, Customer Identification Program, Privacy Policy, and Refund Policy, in the order of precedence stated in those documents.

8. Contact Information

For questions or correspondence regarding the Affiliate or Partner Programs, please contact:

Kashu, Inc.

Attn: Partnerships Department

1603 Capitol Ave, Ste 415 #674380

Cheyenne, WY 82001

Email: help@kashupay.com