Sydecar Referral Program Agreement

This Sydecar Referral Program Agreement (“Referral Program Agreement”), in combination with other agreements relating to your use of the Sydecar Platform and Services, is made between Client ("you", "your") and Sydecar LLC ("we," "our", "us", “Sydecar”) and governs your participation in the Sydecar Referral Program (the "Sydecar Referral Program"). By sharing a Referral Link (as defined below), you will be deemed to have accepted and be bound by the terms of this Referral Program Agreement.

The Sydecar Master Service Agreement (“MSA”), as amended from time to time, is incorporated into and forms part of this Referral Program Agreement and shall apply to your participation in the Sydecar Referral Program. In the event of any inconsistency between any of the provisions of the MSA and this Referral Program Agreement, this Referral Program Agreement will control. Any capitalized terms that are not defined in this Referral Program Agreement shall have the meaning provided in the MSA. 

We may modify this Referral Program Agreement by posting an updated version on our website at any time and in our sole discretion. By continuing to participate in the Sydecar Referral Program after the posting of such modifications, you shall be deemed to accept such modifications. In the event of any dispute about which version of the Referral Program Agreement controls, the Referral Program Agreement effective at the time a Referred Customer (defined below) becomes a Qualifying Referral (defined below) will control.

1. Referral Program Eligibility

In order to participate in the Sydecar Referral Program, you must (1) have agreed to our MSA, (2) be a Sydecar customer in good standing (i.e., be in compliance with any applicable statement of work), (3) ensure that any Referral Links sent by you and any of your representatives are distributed by a natural person of at least 18 years of age, and (4) agree:

1. to conduct business in a manner that reflects fairly at all times on Sydecar’s products and services and the good name, goodwill and reputation of Sydecar; 

2. to conscientiously avoid deceptive, misleading or unethical sales or promotions practices that are or might be detrimental to Sydecar or the public, including without limitation disparagement of Sydecar or its products and services; 

3. not to publish, employ or cooperate in the publication or employment of any negative, misleading or deceptive advertising material; 

4. to make no representations, warranties or guarantees to Referred Customers (as defined below) or others, with respect to the specifications, features or capabilities of the products and services that are inconsistent with or in addition to the content distributed by Sydecar on its Platform as of the date the Referral Link is requested; and 

5. not to engage in any acts prohibited by any applicable law, including, but not limited to, antitrust or unfair trade practice laws, which prohibit various forms of predatory, discriminatory or below-cost pricing.

2. Qualifying Referrals

Sydecar will provide you with a unique URL that can be sent to Referred Customers (the “Referral Link”). “Referred Customers” means any prospective customer (a) you referred to Sydecar, (b) who engages in private alternative investments, and (c) receives a Referral Link. Referral Bonuses (as defined below) will only be awarded for Referred Customers meeting all of the following conditions:

• The Referred Customer does not currently have, and has not previously created, a Sydecar Account under any email address or alias;

• The Referred Customer schedules a meeting with a Sydecar representative only using your Referral Link (if a Referred Customer schedules a meeting using any other method or link, including a Referral Link it receives from another referrer, the scheduling will not count as a Qualifying Referral);

• The Referred Customer creates a Sydecar Account upon receiving an email invitation from Sydecar; 

• The Referred Customer is approved to use the Services, subject to Sydecar's anti-money laundering and know-your-customer process, and Sydecar’s approval policies in place at the time of the Referred Customer's request to organize a Fund on Sydecar’s Platform; and

• The Referred Customer closes its first Fund on Sydecar’s Platform (a Referred Customer meeting all of the conditions listed in this paragraph 2, a “Qualifying Referral”).

The Referral Link should only be provided directly to people with whom you have a pre-existing personal or business relationship. Additionally, you may not use any paid advertisement to promote the Sydecar Referral Program, including but not limited to, paid search marketing, advertisements, affiliate networks, paid email campaigns or other similar methods. You may not use a Referral Link to create a new Sydecar Account for yourself or your affiliated entities. By participating in the Sydecar Referral Program, you represent and warrant that (i) you have a pre-existing personal or business relationship with your Referred Customer or otherwise have the necessary consents to submit their information to the Sydecar Referral Program, as applicable, and (ii) you will comply with all applicable Sydecar policies and terms, and any and all applicable laws or regulations.

3. Referral Bonus Redemption Process

You may be eligible to earn a Referral Bonus for each Qualifying Referral that you refer through the sharing of a Referral Link. The Referral Bonus changes from time to time and will be set forth on the relevant “Referrals” page on Sydecar’s Platform. The Referral Bonus is set to the value displayed on the relevant “Referrals” page at the time a Referred Customer becomes a Qualifying Referral. For the avoidance of doubt, only one Referral Bonus shall apply to a Qualifying Referral.

You will receive a notification when a Referred Customer is invited to create a Sydecar Account. You will receive a Referral Bonus when all conditions of a Qualifying Referral are met. Your use, access or receipt of the Referral Bonus, including the method and timing of payment, may be governed by additional or third-party terms and conditions as displayed on your Referrals page on Sydecar’s platform.