Ref Insight Payor Agreement
LAST UPDATED JANUARY 23, 2024
Ref Insight Payor Agreement
This Ref Insight Payor Agreement (the "Agreement") is by and between Ref Insight LLC ("Ref Insight"), of 30 North Gould Street, Suite N, Sheridan, WY 82801, and the entity or individual ("Payor") signing this Agreement electronically, and governs Payor's use, and Ref Insight's provision, of the Ref Insight website platform and Services. If you are an individual entering into this Agreement on behalf of an entity, you represent and warrant that you have the authority to bind such entity to all the terms and conditions of this Agreement. Capitalized terms not otherwise defined in this Agreement have the meaning ascribed to them in our Terms of Service and Privacy Policy, both of which you represent and acknowledge you have read and agree to in their entirety.
Definitions
Payor: The entity/person(s) responsible for tracking and issuing payments for Assignments originating from the Ref Insight Assigning Portal.
Payee: A Payee is the recipient of a payment.
Assignment: Assignors in Ref Insight assign officials and other roles related to a match or event (e.g., field marshals, coordinators, supervisors) to matches using the Ref Insight Assigning Portal.
Assignor: The entity/person(s) responsible for creating and managing Assignments for officials, payees, and others. Assignors create invoices for assignments that warrant payment. Invoices are forwarded to the Payor’s portal for payment and tracking.
Invoice: An invoice is a statement of line items detailing the amount due to a Payee for services they have provided and other items that warrant payment. Assignors create invoices through the Assigning Portal. Payors receive invoices from Assignors in the Payor Portal.
Batch: Invoices are grouped into a Batch to minimize the number of outgoing payments (Transactions). A Batch represents a single payment (Transaction) (encompassing one or more invoices) to one specific Payee.
Assigning Portal: Ref Insight provides a portal for Assignors to import officials, schedules, and assign officials to specific matches. Invoices are generated by Assignors and released to Payors.
Ref Insight Pay: The Ref Insight Platform includes an outgoing payment system called Ref Insight Pay. Payors have the option to pay officials directly using this system. This system utilizes our payment partner's ACH processing network.
Transaction: Payments issued using Ref Insight Pay are considered transactions. A per transaction fee is charged to the Payor when a payment is sent using Ref Insight Pay. Payors can pay officials outside the Ref Insight platform (e.g., cash, check, Venmo, PayPal) in which case, no transaction fee applies.
Payor Portal: Each Payor in the Ref Insight system receives access to our Payor Portal where they can process Invoices, create Batches, send payments, and track payments to Payees. Payors can utilize the Payor Portal free of charge; however, transaction fees apply if Ref Insight Pay is used for outgoing payments.
Use of Ref Insight Payor Platform
Ref Insight agrees to provide approved Payors the ability to:
- Receive Invoices from Assignors
- Process Invoices & Batches
- Send Payments using the Ref Insight Pay system
- Mark Invoices as Paid outside of the Ref Insight system
- Track submitted payments through completion
- Generate Reports
- Access Assignment data
- Note: Assignment data is view-only, Payors cannot make, cancel, or change Assignments
Payment for Use of Ref Insight Pay
Payor agrees to compensate Ref Insight for using the Ref Insight Pay system, rendered as per the chart below. Ref Insight will deliver invoices to the Payor for transaction fees during the first week of each calendar month in the form of an Invoice for Transactions completed in the previous month. The payment system accepts several forms of payment (eg. bank transfer, credit card, digital wallet). Invoices from Ref Insight are due within 15 calendar days (net) from delivery. After 15 calendar days, a 3% late fee will be added to the invoice. Ref Insight reserves the right to increase the per transaction fee by giving Payor at least thirty (30) calendar days notice.
Payors’ use of the Ref Insight Pay system is not mandatory to pay officials or other Payees. Payors using Ref Insight Pay must be onboarded and approved within our payment partner's system prior to issuing payments.
Transaction Fees
Per transaction ( i.e., Batch)
$1.30/transaction - Pay as you go, Invoiced monthly by Ref Insight
Volume discounts may be applied
Specific to the use of the Ref Insight Pay system, Payor grants authorization for Ref Insight to submit payments to the Payor’s Veem account (via the Veem API) on behalf of their organization. If applicable,the Payor’s account API credentials (client/private keys) will be provided to Ref Insight during the onboarding process.
Tax Reporting
Ref Insight will prepare and deliver a 1099 datafile(s) in Excel format to the Payor for all payments processed through Ref Insight Pay for a $100 flat fee. For payments processed outside of Ref Insight Pay, a general report of all transactions can be generated by the Payor within the portal at no charge.
The Payor understands and represents that it is responsible for all tax reporting and compliance obligations involving payments to their Payees. Ref Insight assumes no such responsibility or liability for tax reporting and compliance obligations on behalf of the Payor. Payor holds Ref Insight harmless and indemnifies Ref Insight from such claims and liability.
Federal and State 1099 Filing
Ref Insight can refer you or your payors to our dedicated Tax Reporting partner, Sovos for a streamlined end-to-end process to help you and/or your payors with secure W9 collection, TIN verification, 1099 filing with the IRS and the States, as well as sending print/mail or electronic 1099s to your payees.
Pricing for this end-to-end package is negotiated directly with Sovos. Pricing is based on the volume of 1099s generated and how many are delivered electronically vs by mail.
Ref Insight's Intellectual Property
As used in this Agreement, the term "Intellectual Property" shall mean all of Ref Insight's inventions, programming code, design patterns, algorithms, methods, software, processes, methods, products, Services, the platform used to provide the Services, source code, programming, intellectual property, software, application programming interface (api), copyright, patent applications, and other proprietary rights; specifications, drawings, sketches, models, samples, tools, computer programs, technical information, or other related information.
License and Ownership
Ref Insight grants Payor a limited, non-exclusive, non-assignable, non-transferable license to access and use its Services in legally authorized jurisdictions for personal, business, and commercial purposes. This license is contingent upon Payor's compliance with the terms of this Agreement, the Terms of Service, and the Privacy Policy. If at any time, Payor does not agree to this Agreement, the Terms of Service, and the Privacy Policy then Payor shall immediately give written notice to Ref Insight and cease using the Services. Any unauthorized use of the Services shall automatically terminate the license granted to Payor by Ref Insight for such use. The Payor shall be solely responsible for its actions and the contents of its transmissions or information posted via the Services. You acknowledge and agree that the Services, Intellectual Property, all patent rights, trade secret rights, design rights, copyrights, trademark rights, and other property rights in the Services shall at all times remain Ref Insight's sole property. The parties agree that the Services being provided by Ref Insight to the Payor are not a work for hire and that Ref Insight is the sole owner of Ref Insight's Intellectual Property as well as all copyright thereto (other than those items obtained as open source software or items licensed or purchased by Ref Insight from a third party provider). Since this is not a work for hire, Payor will not acquire any right, title or interest in or to the Services and the Ref Insight platform by reason of this Agreement, except for the non-exclusive license to use the Services in accordance with the terms of this Agreement, the Terms of Service, and the Privacy Policy.
The Payor does not obtain any rights to sell, rent, copy, disseminate, transfer, decompile, or modify any of the Services or any of Ref Insight's Intellectual Property for the use by any third parties or for any other reason not set forth in this Agreement.
Custom Features
Ref Insight will consider suggestions for standard features to be added to its Services and the platform. These standard features will be determined by Ref Insight in its sole and absolute discretion but will be developed at no additional cost to the Payor, unless otherwise agreed to by Ref Insight and the Payor in writing. Should these features, however, be deemed by Ref Insight in its sole and absolute discretion to require custom development specific only to the Payor's needs, secondary agreements setting forth the terms and pricing can be created upon request for such custom projects, features, or tools.
Warranties and Disclaimer
Ref Insight shall provide its Services and meet its obligations under this Agreement in a timely and professional manner, using knowledge and recommendations for performing the Services which meet generally acceptable standards in Ref Insight's community and region, and will provide a standard of care equal to, or superior to, care used by service providers similar to Ref Insight on similar projects.
Ref Insight provides the website platform and the Services on an "as is" and "as available" basis. Ref Insight does not represent or warrant that the website, the Services, or their use: (i) will be uninterrupted, (ii) will be free of inaccuracies or errors, or (iii) will meet the Payor's requirements. Ref Insight makes no warranty regarding the Services or that they will always be free from bugs, worms, viruses, errors, or other problems commonly associated with web-based programs and hereby software. Without limiting the foregoing, Ref Insight expressly disclaims all warranties, whether express, implied, or statutory, regarding the Site and the Services including, without limitation, any warranty of merchantability, non-infringement, fitness for a particular purpose, merchantability, non-infringement, fitness for a particular purpose, that the Site or the Services will meet Payor's specific requirements, that the Site or the Services will function in an uninterrupted manner, or that the Site or the Services will be completely secure and accurate. In no event will the liability of either party in connection with this Agreement exceed the lesser of the amounts paid, if any, to the other during the previous six (6) months or $500. Ref Insight will make commercially reasonable efforts to maintain availability of its Services with a guarantee of 99.5% availability per month.
Ref Insight agrees to notify Payor within ten (10) business days upon discovery of an unauthorized use of an account, any data breaches, breaches of security or any other matter or activity that may be a threat or affect the systems of the Payor in any way.
Payor agrees to notify Ref Insight immediately of any unauthorized use of an account, or any other data breaches or breaches of security. Ref Insight will not be responsible for any liabilities, losses, or damages arising out of the unauthorized use of the Software, Services, or the Site, whether by desktop computer, laptop, mobile device, or any other computing device and/or account. Payor agrees to indemnify, defend, and hold Ref Insight harmless from and against any and all claims arising from, in connection with, or related in any way, directly or indirectly, to Payor's use and the use by each of its users of the Software, Services, or the Site.
Term/Length
The term of this Agreement shall commence on the date electronically signed by Payor and Ref Insight. The Agreement shall automatically renew annually until either party gives written notice to the other, electronically or otherwise, of its desire to terminate this Agreement. All fees, costs or expenses that have been incurred prior to the notice of termination and not yet invoiced, shall still be due and payable in accordance with the terms of this Agreement. Upon termination, Ref Insight will (within 30 days) deprovision the Payor’s portal and disassociate any payment API keys that have been provided.
Default
The occurrence of any of the following shall constitute a material default under this Agreement:
a. The failure to make a required payment when due.
b. The insolvency or bankruptcy of either party.
c. The subjection of any of either party's property to any levy, seizure, general assignment for the benefit of creditors, application or sale for or by any creditor or government agency. d. The failure to make available or timely deliver the Services in the time and manner provided for in this Agreement.
Remedies on Default
In addition to any and all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term or condition of this Agreement (including without limitation the failure to make a monetary payment when due), the other party may terminate the Agreement by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have ten (10) calendar days from the effective date or receipt of such notice to cure the default(s). Unless waived by a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Agreement.
Dispute Resolution
Any controversies or disputes arising out of or relating to this Agreement shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association. The parties shall select a mutually acceptable arbitrator knowledgeable about issues relating to the subject matter of this Agreement. The arbitrator(s) shall not have the authority to modify any provisions of this Agreement or to award punitive damages. The arbitrator(s) shall have the power to issue mandatory orders and restraint orders in connection with the arbitration. The parties hereby waive any jurisdictional or venue defenses available to them and further consent to service of process by mail. The decision rendered by the arbitrator(s) shall be final and binding on the parties, and judgment may be entered in conformity with the decision in any court having jurisdiction. During the continuance of any arbitration proceeding, the parties shall continue to perform their respective obligations under this Agreement. Each of the parties acknowledges that there is no adequate remedy at law in the event the Payor uses the Services in any way not permitted hereunder, and hereby agrees that Ref Insight shall be entitled to equitable relief by way of temporary and permanent injunction, and such other and further relief at law or equity as any arbitrator or court of competent jurisdiction may deem just and proper, in addition to any and all other remedies provided for herein. The prevailing party in any dispute resolved by binding arbitration, or litigation if necessary to bring or enforce an injunction, shall be entitled to recover its attorneys' fees and costs.
Relationship of Parties
It is understood by the parties that Ref Insight is a service provider with respect to the Payor, and not an employee or independent contractor of the Payor. The Payor will not provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefit, for the benefit of Ref Insight.
Laws affecting electronic commerce
The Payor agrees that the Payor is solely responsible for complying with laws, taxes, and tariffs that governments enact and fix from time to time in connection with Internet electronic commerce, and shall indemnify, hold harmless, protect, and defend Ref Insight and its subcontractors from any cost, claim, suit, penalty, or tariff, including attorneys' fees, costs, and expenses, arising from the Payor's exercise of Internet electronic commerce.
Confidentiality
Ref Insight and its employees, agents, or representatives will not at any time or in any manner, either directly or indirectly, use for the personal benefit of Ref Insight, or divulge, disclose, or communicate in any manner, any information that is proprietary to the Payor. Ref Insight and its employees, agents, and representatives will protect such information and treat it as strictly confidential. This provision will continue to be effective after the termination of this Agreement.
No Solicitation
During the term of this Agreement, and for a period of twelve (12) months following expiration or termination of this Agreement, Payor agrees not to solicit, recruit, engage, or otherwise employ or retain, on a full-time, part-time, consulting, work-for-hire, or any other kind of basis, any Ref Insight employee or independent contractor, whether or not said person or entity has been assigned to perform tasks under this Agreement and in connection with this section, Ref Insight shall be entitled to seek all remedies under law and equity.
No Exclusivity
The parties expressly acknowledge that this Agreement does not create an exclusive relationship between the parties. Ref Insight shall be entitled to offer and provide the same or similar services to others, solicit other clients and otherwise advertise its services. Any notice or communication required or permitted under this Agreement shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the addresses listed above or to such other address as one party may have furnished to the other in writing. The notice shall be deemed received when delivered or signed for, or on the third day after mailing if not signed for.
Entire Agreement
This Agreement constitutes the entire Agreement between the parties and supersedes any prior understanding or representation of any kind preceding the date of the Agreement. There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of the Agreement, other than the Terms of Service and Privacy Policy, which the parties acknowledge are also binding on them.
Amendment
This Agreement may be modified or amended only if the amendment is made in writing and signed by both parties.
Severability
If any part(s) of the Agreement is found to be held unenforceable for any reason, the remainder of the Agreement shall continue in full force and effect. If any court of competent jurisdiction deems any provision of the Agreement invalid or unenforceable, and if limiting such provision(s) would make the provision valid, then such provision shall be deemed to be construed as so limited.
Waiver of Contractual Right
The failure of either party to enforce any provisions of the Agreement shall not be deemed a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of the Agreement.
Applicable law
This Agreement shall be governed by the laws of the State of Wyoming.
Counterparts/Electronic Signature
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. For purposes of this Agreement, use of a facsimile, e-mail or other electronic medium shall have the same force and effect as an original signature. The signing of this Agreement signifies the acceptance of the terms and conditions as specified herein. It also signifies that the Payor has authority to enter into such an agreement.
Employees
Ref Insight's employees, if any, who perform Services for Ref Insight under this Agreement shall also be bound by the provisions of this Agreement.
Use of Services
The Payor represents and warrants to Ref Insight that Payor's use of the Services will not be in violation of any state or federal law or any local ordinance, infringe the copyright, trademark, patent, trade secret, right of privacy, right of publicity, or any other legal right of any third party and will comply with all applicable laws, rules, and regulations. Payor further represents and warrants to Ref Insight that it is the true owner of any content uploaded to the Services and that the content is free from any and all liens, encumbrances, or any other restrictions on Payor's right to display or use the content, and that there are, to the best of Payor's knowledge, no pending or threatened claims, demands, or litigation concerning any of the Content. Furthermore, Payor represents to Ref Insight that Ref Insight will not be required to make any payments such as licensing fees or royalties to any third party in connection with the Content.
Signatures
Client:
_____________________ _____________________ ________________ Name Title Date
Ref Insight LLC:
___________________ __________________ _________________ Josh Ort and/or Sandra Serafini Date
Co-Founder(s) and Managing Members of Ref Insight, LLC