These Terms and Conditions are incorporated into and made a part of the 2024 Loan Stars Referral Partner Rewards Program (“2024 Loan Stars Rewards Program”) and govern the terms of the 2024 Loan Stars Rewards Program and are also subject to the ARF Referral Partner Membership Agreement and the Terms and Conditions thereto referenced here.

1.  Capitalized terms used herein which are not otherwise defined herein have the meaning ascribed to them in the ARF Referral Partner Membership Agreement Terms and Conditions referenced here.

“Network Bonus” means a specified bonus paid for a specified number of  Network Members who have entered into Network Member Agreements listing a Member as their Network Leader and who have been Validated by ARF and are active and in good standing as a Referral Partner during the term of the applicable Rewards Program.  If any Network Members are not in good standing (i.e., are not in compliance with the terms of their Network Member Agreement) or have been terminated as a Member, they shall not be counted for purposes of the Network Bonus.

“Network Override Fee” is a reward provided under the 2024 Loan Star Rewards Program and future Rewards Programs offered by ARF.  The Network Override Fee is now being provided to all Network Leaders in accordance with the 2024 Loan Stars Rewards Program and future Rewards Programs adopted by ARF.  The Network Override Fee is a fee of one percent (1%) of a funded Loan by a Network Member of Network Leader which is funded during the term of the applicable Rewards Program and as provided herein.

“Network Member Agreement” and means a Member Agreement that has been entered into by a Network Member of Network Leader and such Network Member has joined the Network Leader’s Network as a Member.  Going forward, all rewards and benefits relating to a Network Leader will be provided through the 2024 Loan Stars Rewards Program or future Rewards Programs offered by ARF.

“Network Member” means a referral partner that is exclusively recruited by a Network Leader, has joined as a Network Member and has signed a Member Agreement designating Member as its Network Leader. Going forward, all rewards and benefits relating to a Network Leader will be provided through the 2024 Loan Stars Rewards Program or future Rewards Programs offered by ARF.

“Network” means all Members of a Network Leader who are in “good standing” as a Member (i.e., are in compliance with the terms of their Network Member Agreement). A Network Leader’s Network only includes Network Members who the Network Leader has recruited to their Network and who have joined as a Member and signed a Network Member Agreement referencing Member as their Network Leader and are in good standing.   Network Members of a Network Leader may have their own Network and be a Network Leader.  A Network Leader shall receive no rewards or other benefits associated with such downstream Network Member’s own Network.  Going forward, all rewards and benefits relating to a Network Leader will be provided through the 2024 Loan Stars Rewards Program or future Rewards Programs offered by ARF.

“Network Leader” means a Member that is referenced in a Validated Network Member Agreement as the Network Leader to such Member and remains in good standing as a Member.  Going forward, all rewards and benefits relating to a Network Leader will be provided through the 2024 Loan Stars Rewards Program or future Rewards Programs offered by ARF.

“Performance Bonus(es)” are volume incentives which commence on the later of the Validation Date  or the launch of the Rewards Program and are only good for the term of the applicable Reward Program unless the term of the applicable Reward Program is extended  beyond January 1 of each year in which case the Performance Bonus will reset on January 1 of each year during the term of this Agreement and the applicable Rewards Program.  Referrals included in the Performance Bonus are only Referrals directly made by the Member and do not include Referrals made by Member’s Network, if Member is a Network Leader.  For purposes of determining the Performance Bonus only the Cash Out portion of a Loan or Advance and the Incremental Amount for a TLRP draw shall be counted towards each applicable Loan volume increment.

2.   2024 Elevated Commissions for New Loans – Qualification Requirements.  The elevated 2024 Loan Stars Rewards Program fee tiers (i.e. for Loan Amounts of $150,000 or more) applies only to “New Loans.”  “New Loans” means a Loan to a Borrower or any Affiliated Borrowing Group of a Borrower that has not previously received a Loan from ARF or an ARF Lender, or Loans made to past Borrowers or any Affiliated Borrowing Group of a Borrower that has been dormant (no Loan or portion thereof that is unpaid) for at least 120 days. All Referral Fees or Residual Fees due in connection with such Loan shall be subject to the qualification requirements set forth in the ARF Referral Partner Membership Terms and Conditions. These elevated commissions are only applicable for Loans funded during the 2024 calendar year and do not apply for any Loans funded after December 31, 2024, unless the 2024 Loan Stars Rewards Program is extended or a new Rewards Program is announced which also includes such elevated commissions in ARF’s sole and complete discretion. Referrals for Loans that meet the general qualification requirements but do not qualify for elevated fees, will be paid Referral Fees or Residual Fees based upon the standard terms and conditions (i.e. 4% on Loan funding and 4% as Earn Out Fees) as set forth in the ARF Referral Partner Membership Agreement Terms and Conditions based upon the applicable Loan Amount (i.e. the Cash Out portion of a Renewal or the Incremental Amount of a TLRP).  The elevated 2024 Loan Stars Rewards Program fee tiers are based upon the following table:

3.   2024 Performance Bonuses.  Performance Bonuses are based upon the aggregate completed Loan funding amounts retroactive to January 1, 2024, for Referrals made by Member based upon the funding tiers set forth in the table below.  These Performance Bonus thresholds will supersede Performance Bonus tiers under the prior Membership Program provided by ARF and if a Member has already achieved a threshold under the 2024 Loan Star Rewards Program bonus tiers and was not previously compensated under the prior performance thresholds applicable, they will earn the fee due them and will be paid in accordance with these terms and conditions.

4.   2024 Network Bonuses. A Network Bonus of $2,500 shall be paid to a Network Leader for each 50 Network Members recruited by Member and Validated as part of such Network Leaders’ Member Network during the term of the 2024 Loan Stars Rewards Program.  All Network Members recruited by such Network Leader retroactive to the date that such Network Leader has been Validated as a Member, shall be included in the count of Network Members.

5.   Network Override Fee.  A Network Override Fee of one percent (1%) will be paid to a Network Leader on a completed Loan funding by a Network Member of Network Leader as provided herein.  The Network Override Fee will apply to all Loan fundings for Referrals made by a Network Member for a period of 24 months from the date of Validation of the Network Member and shall expire after such 24-month period.

6.   2024 Loan Stars Rewards Program General Requirements. Network Override Fees, Network Bonuses and Performance Bonuses due under a Rewards Program will be paid by the fifteenth (15th) day of the month following the month in which such fees or bonuses are earned.  Network Override Fees will be paid “in full” on the 15th day of the month following Loan funding and all fee amounts shall be determined based upon any fee adjustment made with respect to the Loan occurring prior to the date of payment as provide below.  All Fees due shall be subject to adjustment if prior to the date they are due and paid any of the following events occur (a) the Fee no longer meets the qualification requirements as provided in the Member Agreement, (b) a  net reduction of the Loan Amount from the time of funding of a TLRP after taking into account any Pay Downs and Redraws; (c) or an Early Payoff. In such event, the Fee due shall be equal to the Fee which would have otherwise been due had such event occurred as of the date of Loan funding.   A completed Loan, Advance or Renewal shall be a Loan which has been approved by either ARF or the Lender on such terms and conditions, including amount, as ARF or the Lender shall approve in either ARF or the Lender’s sole and complete discretion, all Loan documentation shall have been completed to Lender’s and/or ARF’s satisfaction and executed by either ARF or the Lender and the Borrower and the Loan shall have been funded to the Borrower.  No Lender shall have any liability to Member for any payment or compensation due hereunder and Member shall look solely to ARF for such payment.

7.   Qualification for Rewards Program Benefits and Exclusions.  In order for a Loan transaction to qualify for a Fee (including Fees due at Loan funding or Earn Out Fees) or to be counted towards any reward or compensation due under a Rewards Program, including but not limited to Network Override Fees, Performance Bonuses and Network Bonuses, the referral must meet the following requirements:  (i) the referred prospective borrower or Affiliated Borrower Group, including any guarantors cannot be a current customer of ARF or its Lenders or have been a customer of ARF or its Lenders within the 12 month period prior to the referral, (ii) the prospective borrower or Affiliated Borrower Group or any of its guarantors, cannot have submitted a UMCA (credit application) to ARF or been referred to ARF within the previous 120 days through any other source, (iii) the prospective Borrower or Affiliated Borrowing Group cannot be covered by another referral partner agreement entitling such referral partner to compensation in connection with same (i.e. residual compensation due to another referral partner or Member), and (iv) Member shall have entered into the Agreement and the Agreement shall have been Validated at the time of the Referral and the Member shall be in good standing, i.e. shall be in compliance with the terms of this Agreement.  In the event that the Referral does not meet such criteria, Member shall be promptly notified by ARF, that the Referral does not qualify and the reasons therefore.  In addition, no fee shall be paid or earned or credit given to any compensation or fees due under a Rewards Program, including but not limited to Network Override Fees, Performance Bonuses,  Network Bonuses, Referral Fees, Residual Fees or Earn Out Fees and may be disqualified, if at the time such payment is due any of the following conditions exist: (i) the Merchant misses any payment (or in the case of an Earn Out Fee, the Merchant is three cumulative payments in arears) or an event of default occurs under the Merchant Agreement; (ii) the Merchant places a stop payment or revokes authorization on its automatic debit authorization; (iii) the Merchant’s bank account becomes frozen (iv) the Merchant closes their bank account; (v) the Merchant requests a RNCO; (vi) the Merchant pays off the Loan or indicates its intention to pay off the Loan by requesting an Early Payoff; (vii) the Merchant has a history of delinquent loan payments;  or (viii) there is any change of ownership of the Merchant or Borrowing Entity. If the payment of Fees are disqualified due to missed loan payments as provided above, if the Merchant becomes current and no other default has occurred, these Fees will be paid and resume on the 15th day of the month following the month in which the Merchant’s payment arrearage has been cured. In order for Member to qualify for compensation under a Rewards Program, neither Member or any of its employees, officers or agents (a) shall be related, by blood or marriage to the ARF Rep or any current ARF employee or to an owner, manager or officer of the referred Merchant or its Affiliated Borrower Group, (b) shall have engaged in  or have been accused of fraud, misrepresentation, dishonesty or deceptive practices in any civil or criminal case or proceeding, has committed a crime, or it otherwise becomes known to ARF that Member has engaged in such practices, or (c) Member shall otherwise be in compliance with its obligations, representations and warranties contained in this Agreement.  Prior to payment of any payment made under a Rewards Program, ARF may audit the referral transaction to determine that the terms of compensation have been satisfied.

8.   Term.  The term of the 2024 Loan Stars Rewards Program commences on July 1, 2024, and expires on December 31, 2024, and all rewards or compensation due are based upon funded Loans within such time frame, except as expressly provided herein, i.e. Network Override Fees.