TacticalPay Referral Agent AgreementVersion 6, 30 September 2026Read the full agreement
TacticalPay Referral Agent Agreement
Version 6 — 30 September 2026
Part 1 — Your details
Your business
Legal name
Doing business as, if different
Address
Website
Your contact details
Name
Email
Phone
Owners
Names only for now. Add a line for each owner.
Owner 1 Owner 2
Full name
Where our link will appear
Where will you place our referral link?
Who is your audience?
Permission to check
By signing, you confirm the information above is accurate and complete. You allow TacticalPay LLC and its partners to run background and industry checks on your business and its owners, and you release TacticalPay LLC, its employees and agents, and anyone who gives it information, from any claim arising from those checks.
What happens after you sign
Signing does not make you a referral agent. We review your application and the site where our link will appear, and this agreement takes effect when we countersign it. We will also offer you a short call to walk through the program, which is optional and not a condition of approval.
On approval we send your referral link straight away, followed by a secure link for the rest of what we need: owner addresses, Social Security numbers and driver's license numbers, your bank details, and a W-9. We cannot pay you until those are on file.
Signature ____________________ Name ____________________ Date __________
Signature ____________________ Name ____________________ Date __________
Part 2 — The agreement
This agreement is between TacticalPay LLC, a Texas limited liability company — "we", "us", "our" — and the person or business that signed Part 1 — "you", "your".
It starts on the date we countersign.
1. Words we use
1.1 Merchant — a business that applies for payment processing through us.
1.2 Goes live — the moment a merchant's account is switched on and it can start processing. This follows approval rather than coinciding with it.
1.3 Your merchants — merchants credited to you under Section 3.
1.4 Live merchant — one of your merchants that is live and still processing.
1.5 Shared revenue — for each of your merchants, in each month, the processing residual we actually receive on their card volume.
Nothing else counts. Subscription fees, software fees, fees a third party bills the merchant directly — including anything that third party pays back to us — fees taken from the merchant's deposits, profit on hardware, one-off fees, and anything we do not actually receive are not shared revenue.
1.6 Your share — the percentage in Schedule A.
1.7 Year one — the first twelve months from the start date. Later years run from each anniversary.
1.8 Card brand rules — the rules of Visa, Mastercard, Discover, American Express, NACHA, and of any processor, sponsor bank or regulator with authority over what we or you do. Visa and Mastercard publish theirs at:
https://usa.visa.com/dam/VCOM/download/about-visa/visa-rules-public.pdf
https://www.mastercard.us/content/dam/public/mastercardcom/na/global-site/documents/mastercard-rules.pdf
If anything in this agreement conflicts with the card brand rules, the rules win.
2. What each of us does
2.1 Your role is to refer prospects to us. You place our referral link where your audience will see it. That is the whole of what you are asked to do.
2.2 We handle everything else. We quote, underwrite, board, price, service and support every merchant. You have no role in any of it and no authority over any of it.
2.3 Non-exclusive, both ways. We can appoint other referral agents and sell direct. You can represent other providers, subject to Sections 8 and 9.
2.4 Independent contractor. You are a 1099 payee, not an employee. We withhold no taxes. You decide how, when and where you work, and you pay your own costs. You are not entitled to any employee benefit.
2.5 You cannot bind us, accept a merchant, or speak for us.
2.6 We and our banking partners decide who is approved, boarded, suspended or closed. That decision is ours alone and is not open to challenge.
2.7 The merchant's own agreement governs their relationship with us. You must not change it. We can change it, including the fees merchants pay.
3. Getting credit for a merchant
3.1 Credit follows the link. We give you a referral link, and anyone who arrives through it is linked to you for 60 days.
3.2 Credit is recorded when the inquiry or order is created, along with where it came from. Every later change is recorded with who made it and why.
3.3 Competing claims. If one prospect arrives through two referral agents' links, the most recent link wins. If the links do not settle it, the order decides: credit goes to whoever's introduction produced the order, and the first order wins.
3.4 You get no credit for a business that was already our applicant, already our merchant, or already in our system as a live prospect before they arrived through your link. You also get no credit for your own business, or for any business you or your owners own or control.
3.5 Traffic obtained in breach of 8.9 earns nothing. If a merchant reaches us through advertising that breaks the paid search rules in Section 8, they are not credited to you, and we can reverse credit already recorded.
3.6 Our records decide, unless there is an obvious error. To question who got credit for a merchant, tell us within 30 days of that merchant going live. After that it is final.
4. How you get paid
4.1 We pay you your share of shared revenue on each of your merchants. Sections 5 and 6 can reduce or stop this.
4.2 Your share is set in Schedule A, along with the merchant counts at which it rises.
4.3 When nothing is payable. You earn nothing, and we can hold or adjust a payment, where:
(a) the merchant has not been live and processing for a full calendar month
(b) we have not actually received the money
(c) the money is subject to a lien, withholding or similar claim
(d) paying it would breach the law or the card brand rules
(e) you or the merchant are suspected of fraud or illegal activity
(f) the money is held over security, fraud, billing, illegal activity or chargeback risk
(g) the merchant has been terminated or has gone inactive
Where a hold under (f) is lifted and the problem resolved, we release the money and resume payment.
4.4 If we do not get paid, you do not get paid. If our acquirer, processor or sponsor bank fails to pay us, in whole or in part, your commission changes to match. You have no claim against us for money we never received.
4.5 Refunds and chargebacks come off shared revenue in the month they happen.
4.6 When we pay. Monthly, in arrears, on or before the 30th of the following month, by ACH to the account in Schedule B.
4.7 Minimum payment: $50. Anything less rolls over and is paid in the first month the total passes $50.
4.8 Your statement shows shared revenue for each of your merchants, the rate used, any deduction under Section 5, and what you are owed. If something looks wrong, tell us within 30 days of the deposit. After that it is final.
4.9 What you can and cannot see. You get the figures you need to check your own commission. You do not get our costs, our buy rates, our margins, or anything about another referral agent or a merchant that is not yours.
4.10 If we sell the portfolio. If we sell or transfer the right to future commissions, we will pay you on terms equivalent to those we secure.
4.11 Tax. You pay your own taxes. We report what we pay you on IRS Form 1099-NEC.
5. Losses
5.1 We can deduct from what we owe you any chargeback, fraud loss, unpaid balance, fee, fine or penalty we cannot recover from one of your merchants, and any loss caused by your breach of this agreement.
5.2 We deduct from everything we owe you, not only from the merchant that caused the loss. If a loss exceeds the month's commission, the rest rolls forward and comes off later months until it is cleared.
5.3 ACH recovery. You authorize us to take what you owe us by ACH debit from the account in Schedule B. That authorization is in Schedule B and lasts until you revoke it in writing.
5.4 We do not claw back money already paid to you — unless the merchant was signed through your fraud or misrepresentation, or the loss came from something you did dishonestly or deliberately.
5.5 When this agreement ends, any rolled-forward balance comes off your final payment. Whatever is left is written off and we will not pursue you for it, except in a case under 5.4.
6. Production requirement
6.1 One merchant goes live in any rolling twelve months. Year one runs from the date we countersign.
6.2 We pay you normally throughout year one, whether or not you have got there yet.
6.3 If you miss it. We write to you. Thirty days after that notice, your right to commission ends permanently, on every one of your merchants. You keep everything already paid. Sending more merchants afterwards does not restore it.
6.4 Only merchants that go live count. A lead, an application, an approval, or a merchant that is declined, withdrawn or never goes live does not count.
6.5 You agree that the rate in Schedule A is offered because of this requirement, that you have had the chance to read it and take advice on it, and that you accept it.
7. Pricing
7.1 You do not quote pricing. Point people at our published rates. Do not offer, suggest or hint at a discount, a waiver, a custom rate or a non-standard term, and do not quote a figure of your own.
7.2 If a prospect needs different pricing, send them to us. Only we can build a quote, and where we do, your share applies to the shared revenue as quoted.
8. What you agree to do
8.1 Work professionally and honestly, be truthful, do not mislead, and send us only genuine, lawful businesses.
8.2 Follow the law, including the rules on telemarketing, email and texts.
8.3 Follow the card brand rules. Each card brand can enforce its own rules directly against you and can stop conduct that puts its systems at risk. You will not obstruct that.
8.4 Hold and keep the licences and permits you need, at your own cost.
8.5 Tell us promptly about anything adverse you learn about a merchant you sent us, and report any deceptive or illegal practice you become aware of.
8.6 Do not collect money from a merchant, or from a merchant's customers, for our services.
Marketing and conduct
8.7 Claims about us. Use the marketing materials we give you. Anything you write yourself must not go beyond what is on our own website. Do not invent claims about our pricing, our rates, our approval criteria, our partners, or how likely or fast approval is. Never state that approval is guaranteed, never suggest you can influence underwriting, and never present yourself as us.
8.8 Disclose that you are paid. Wherever our link appears, state clearly and nearby that you are paid if someone signs up through it. The FTC's endorsement rules require this and it is your responsibility, not ours.
8.9 No paid search on our brand. You will not buy, bid on or otherwise pay for placement on our brand terms in any search engine or advertising platform. This covers "TacticalPay", any misspelling or variant of it, our product names and our domain, whether as a keyword, in ad copy or in a display URL. You will not run ads that could be mistaken for ours. Traffic obtained in breach of this earns you nothing under 3.5, and breach is grounds for immediate termination under 14.4.
8.10 Traffic quality. No spam or unsolicited bulk email or texts, no automatically generated pages, no cookie stuffing, no adware or browser extensions that set the referral link without the visitor choosing to click it, and no placement on sites carrying illegal or adult content.
Onboarding and confirmations
8.11 Before we pay you anything, give us your onboarding details: each owner's address, Social Security number and driver's license number, your bank details, and a completed W-9. Keep them up to date. We hold payment until they are on file.
8.12 You confirm, now and for as long as this agreement lasts, that you can enter this agreement; that neither you nor your owners have been convicted of fraud or dishonesty; that neither appears on the MATCH list, the Terminated Merchant File, or any sanctions or debarment list; and that you have told us about any previous termination by a processor, ISO or acquirer. Tell us at once if any of that changes.
8.13 You confirm that this agreement does not breach any obligation you owe a former employer or anyone else, and that you are not financially dependent on what we pay you.
9. Restrictions
9.1 No soliciting your merchants. For two years after this agreement ends, you will not approach any merchant credited to you to move their processing away from us, whether directly, indirectly, or through someone else.
9.2 No dealing direct with our partners. You will not deal with any vendor, processor or sponsor bank we introduced you to, on this subject matter, without our written consent.
9.3 No disparagement, either way. For two years after this ends, neither of us will make false or disparaging statements about the other or the other's people, including in reviews, social media and public forums.
9.4 No hiring each other's staff, either way, for twelve months after this ends. General job adverts are fine.
9.5 Court orders. We both accept that breaching Sections 8.9, 9, 10 or 11 would cause harm that money cannot fix, and that the other side can seek an injunction without posting a bond. Section 16 does not prevent this.
10. Confidential information
10.1 Each of us keeps the other's confidential information private, uses it only for this agreement, and looks after it properly. Ours includes our pricing, buy rates, residual arrangements, merchant lists, and anything in a portal or statement we show you. Keep only what you need, do not copy it without good reason, and when this ends return it or destroy it securely.
10.2 Merchant information. Do not share or use anything you learn about a merchant except for this agreement. Follow privacy law and, where it applies to what you do, the PCI Data Security Standard.
10.3 Exceptions. Information is not confidential if you already knew it without any duty to keep it quiet, if it becomes public through no fault of yours, if you worked it out independently, if we approve its release in writing, or if a court or regulator requires it, in which case tell us first if you are allowed to.
10.4 These duties last three years after this ends, and indefinitely for cardholder and merchant personal information.
11. Our name and logo
11.1 You may use our name and logo, and those of the card brands and our banking partners, only to promote our services, only in line with the card brand rules, and only in the ways Section 8 allows. We are not granting you any other rights to them, and you must not remove or alter any copyright, trademark or confidentiality notice on anything we give you.
11.2 When this agreement ends, stop using them, take down our link, and destroy or return anything carrying them.
12. Your portal
12.1 We may give you a portal showing your merchants. Access is at our discretion and we can suspend or withdraw it.
12.2 Keep your login secure and do not share it. You are responsible for everything done under it, and you may use what you see only to check your own commission.
13. Sub-agents
13.1 You need our written consent before appointing a sub-agent.
13.2 A sub-agent is paid out of your commission, not on top of it. We pay you. You pay them.
13.3 You remain fully responsible for what a sub-agent does and for their compliance with this agreement, including Section 8. No sub-agent, employee or contractor of yours is our agent or employee, and you handle their supervision and pay.
14. Liability, and how this ends
14.1 You cover us. You will cover our losses, including reasonable legal fees, arising from your work under this agreement, anything untrue you told us, your breach of this agreement, or your negligence.
14.2 Term. This runs for twelve months and renews automatically for twelve months at a time, unless either of us gives written notice at least 60 days before the end of the current term.
14.3 Either of us can end it on 60 days' written notice. If it ends this way, you keep being paid as long as you keep meeting Section 6, and stop permanently when you do not.
14.4 We can end it immediately if you breach Sections 7.1, 8.3, 8.7, 8.8, 8.9, 8.10, 9, 10 or 11; if you commit fraud or seriously misrepresent something; if you or an owner is convicted of fraud or dishonesty; if you appear on the MATCH list or a sanctions list; if you breach anything else and do not fix it within 15 days of us telling you; or if you become insolvent.
14.5 If we end it for one of those reasons, your right to all commission stops immediately and permanently, including on merchants already live. Anything we owe you is forfeited and goes first against any balance under Section 5. This is on top of any other remedy we have.
14.6 What survives. Sections 4.11, 5.5, 9, 10, 11.2, 14.1, 14.5, 15 and 16 continue after this agreement ends.
15. Death, and selling your book
15.1 Death. If you are an individual and you die, we waive the production requirement and pay your estate for 12 months from the date of death. After that, payments stop. During those 12 months your estate can sell the book to us under 15.2.
15.2 Selling your book. You cannot transfer this agreement without our written consent, but you can sell your right to commission, provided you show us the offer first.
Send us the main terms of the third-party offer in writing. We have 30 days to tell you we will match them. If we match, you sell to us on those terms. If we do not, you are free to sell to that buyer on the same terms you showed us, not better ones.
15.3 A change of control of your business counts as a transfer and needs our consent under 15.2.
15.4 Our side. We can transfer this agreement as part of a merger, reorganization or sale of our business. If we sell the right to future commissions, 4.10 applies.
16. Disputes
16.1 Arbitration. Any dispute between us will be settled by binding arbitration in Montgomery County, Texas, under the Commercial Arbitration Rules of the American Arbitration Association, before a single arbitrator who is a full-time practising lawyer, a member in good standing of the State Bar of Texas, and on the AAA's register.
Within 30 days of the hearing ending, the arbitrator will produce written findings of fact and conclusions of law. Either of us can have the award entered as a judgment in a state or federal court in Montgomery County, Texas, and we both accept that court's authority.
16.2 Arbitration is the only route for disputes under this agreement, except that either of us can seek an injunction under 9.5.
17. Other terms
17.1 Governing law. Texas.
17.2 This is the whole agreement. It replaces anything said or written before. Each of us confirms we have had the chance to read it, that we understand it, that if we took legal advice we are relying on that advice, and that we accept it freely.
17.3 Changes must be in writing and signed by both of us. We can change our published rates, our approved marketing materials and how the portal works without changing this agreement. Schedule A may change if our sponsor bank or processor requires it.
17.4 Notices must be in writing — by hand, courier, certified mail, or email with confirmation of receipt — to the addresses in Schedule A.
17.5 Not enforcing something once does not waive the right to enforce it later.
17.6 If a court finds part of this unenforceable, that part is narrowed just enough to work, or removed if it cannot be. Everything else stands.
17.7 Headings are for convenience. Neither of us gets the benefit of the doubt for not having drafted this.
17.8 Electronic signatures count. Under the E-Sign Act, signing this electronically binds you exactly as signing on paper. Clicking "Submit", "Accept" or "I Agree" is a signature. This can be signed in counterparts.
Signatures
TacticalPay LLC
Signature ____________________ Name ____________________ Title __________ Date __________
Referral Agent
Signature ____________________ Name ____________________ Title __________ Date __________
Schedule A — Your rate
Filled in for each referral agent. Part 2 does not change.
Your legal name
Trading name
Referral code
Address for notices
Email for notices
What you earn
You earn a percentage of shared revenue: for each of your merchants, each month, the processing residual we actually receive on their card volume. Nothing else counts.
A processing residual is the share of card processing revenue that comes to us on a merchant's volume each month. It rises and falls with how much that merchant processes.
Your share
Your share rises with the number of live merchants you have — your merchants that are live and still processing.
Live merchants Your share
1 – 24 20%
25 – 49 25%
50 or more 30%
Your share never goes down. Once you reach a level you keep that rate for the rest of this agreement, even if your merchant count later falls. An increase starts on the first day of the month after you first reach the level.
What you need to produce
When What If you miss it
Any rolling 12 months 1 merchant goes live We give you 30 days' notice, then your commission ends permanently on all merchants
Year one runs from the date we countersign. You keep everything already paid, and sending more merchants later does not restart it.
Payment
How often Monthly, in arrears
When On or before the 30th of the following month
Minimum $50 — smaller amounts roll over
To query Within 30 days of the deposit
What this depends on
What you earn on each merchant tracks that merchant's card volume. A busier shop generates a larger residual and a larger share for you, and a quiet month is a smaller one.
There is no fixed amount per merchant, and we do not publish an estimate, because it would be a guess about someone else's business. Your statement each month shows the residual we received on every one of your merchants and the rate applied to it.
Agreed — TacticalPay ____________________ Date __________
Agreed — Referral Agent ____________________ Date __________
Schedule B — ACH authorization
I, ____________________, am authorized as ____________________ of ____________________ to allow TacticalPay LLC to credit and debit the account below.
This covers paying your commission, and collecting anything you owe us under Section 5.
Account type ☐ Checking ☐ Savings
Business name
Bank name
Routing number
Account number
This stays in force until you tell us in writing at support@tacticalpay.com that you are revoking it.
Every active referral agent needs an ACH authorization on file. Without one, we hold your payments until you provide it.
Signature ____________________ Name ____________________ Title __________ Date __________