Quest's dealer referral program lets a card shop, show dealer, or table operator ("Dealer") introduce collectors to Quest with a unique referral code and QR signage. The program is operated by Quest Collect, Inc., a Delaware corporation ("Quest"): codes are issued by invitation or approved request, there is no fee to participate, and either party may end participation at any time. This agreement supplements the Terms of Service, which also apply.
The Dealer receives attribution of every signup recorded under Section 2, from the first one, and the compensation set out below. Quest may also route fulfillable requests to the Dealer — a card a nearby collector is chasing that the Dealer may be able to supply; routing is at Quest's discretion and Quest commits to no volume of it.
For each collector attributed to the Dealer under Section 2, Quest pays the Dealer fifteen percent (15%) of the Net Revenue generated during that collector's Referral Term.
Net Revenue means all amounts generated by Quest through its services to a Collector attributed to the Dealer, less any third-party costs directly related to the generation of those amounts, as reasonably determined by Quest, including but not limited to: payment processing and transaction fees; Apple App Store and Google Play commissions and fees; sales, use, value-added and similar taxes Quest collects and remits; the cost of goods sold on any product or service, including fulfilment and shipping; amounts payable to third parties out of a settled transaction; third-party card-recognition and artificial-intelligence processing costs; image storage, bandwidth and egress costs; refunds, chargebacks and related fees; and referral or affiliate fees Quest pays to third parties to generate those amounts.
No amount payable under Quest's own dealer program is ever deducted in computing Net Revenue. Neither the compensation payable to the Dealer under this Section, nor compensation payable to any other dealer, is a third-party cost, and the reference above to referral or affiliate fees Quest pays to third parties does not include either of them. A Dealer's compensation is never reduced because Quest compensates another dealer.
For the avoidance of doubt, amounts Quest earns from third parties in connection with an attributed collector's activity — including affiliate and referral commissions Quest receives — are amounts generated by Quest through its services to that collector, and are part of Net Revenue before the deductions above.
Within forty-five (45) calendar days after the end of each calendar quarter, Quest sends the Dealer a statement for the immediately preceding quarter and pays the amount shown with it; statement and payment travel together on the same clock. There is no minimum payout threshold. Each statement shows, for that quarter: the number of attributed collectors who generated Net Revenue; the gross amounts generated; each deduction taken under the Net Revenue definition, by category; the resulting Net Revenue; and the fifteen percent (15%) payable.
So that the Dealer can check the arithmetic rather than take it on trust, Quest provides on written request the underlying per-collector detail behind any statement, with each collector identified by an opaque reference rather than by name or contact details. Section 4 governs: Quest does not disclose collector identity to satisfy this Section.
If the Dealer disputes a statement, the Dealer must say so in writing within ninety (90) days of receiving it, identifying what is disputed. Quest will review the dispute and correct any error within thirty (30) days of notification of a dispute.
Quest owes the Dealer nothing under this Section until the Dealer has delivered to Quest a valid, complete and current IRS Form W-9 (or, for a Dealer that is not a U.S. person, the applicable IRS Form W-8). Delivery of that form is a condition to any payment obligation arising at all: until it is delivered, no amount is due, no amount is payable, and no amount accrues or is owed to the Dealer for any period, whatever activity that period generated.
This is not a right to withhold and not a right of offset. Quest is not holding money that belongs to the Dealer, because until the form is delivered there is no obligation to hold — matured or unmatured, present or future.
Notice, and ninety days. Quest may notify the Dealer that the form is needed. Notice may be electronic or otherwise: an email to the address the Dealer has given Quest, a message in the Quest dealer console, or a letter to the Dealer’s address on file each suffice. Notice is effective on the date Quest sends it, whether or not the Dealer opens or reads it, and Quest’s own record of sending evidences the notice and its date. The Dealer keeps its contact details current with Quest for this purpose.
If the Dealer does not deliver the form within ninety (90) days after the date of that notice, Quest may declare null and void any amounts the Dealer would otherwise have become entitled to. Amounts do not become void by the passing of time: they become void only if and when Quest declares them void, in writing to the Dealer.
The right is Quest’s to exercise or not. Not exercising it — at all, for any period, or for any length of time — is not a waiver of it, and waives nothing as to any other period or any later failure. Delivery of the form after the ninetieth day does not restore the amounts and does not extinguish, limit or suspend Quest’s right; the right survives that delivery and remains exercisable afterwards as to every amount that was subject to it. Amounts for periods beginning after the form is delivered are unaffected — the form, once delivered, satisfies the condition in the first paragraph going forward.
Quest may still send a statement for a period in which no form was on file. A statement sent in those circumstances is informational — it shows what would become due on delivery of the form — and does not itself create an obligation, acknowledge a debt, or limit Quest’s right to declare amounts void under this Section.
If a form on file stops being correct or current — a change of entity, name, or taxpayer identification number — the Dealer delivers a corrected form promptly. Until the corrected form is delivered, this subsection applies as though no form were on file, so nothing further becomes due, payable or accrued. A corrected form carries its own notice and its own ninety (90) days: Quest’s right to declare amounts void arises only after Quest has given notice that a corrected form is needed and ninety (90) days have passed without it.
Quest may add further program benefits — routing volume commitments, subscription tiers, or other rewards — only by written amendment. Nothing in this agreement obliges Quest to add them, and no such benefit exists until an amendment grants it.
This section is the heart of the program and survives its end:
Quest grants the Dealer a limited, revocable, non-exclusive right to display Quest-provided signage and the Quest name solely to present the program truthfully. The Dealer gains no ownership in Quest's marks and will not suggest sponsorship or endorsement of the Dealer's business by Quest beyond program participation.
Quest may identify the Dealer as a Quest dealer in Quest's own materials. If the Dealer prefers not to be named, the Dealer may opt out at any time by writing to hello@collect.quest; Quest then stops using the Dealer's name in new materials and removes it from materials Quest controls.
The Dealer and Quest are independent parties. Nothing here creates employment, agency, partnership, or a duty of either party to send business to the other. Quest does not guarantee signups, routed requests, or any commercial outcome; the Dealer's sales remain entirely the Dealer's own, on the Dealer's own terms.
Either party may end participation at any time by notice (email suffices). On ending, the Dealer stops displaying program signage.
Attribution already recorded under Section 2 survives the end of participation per its own terms, including for the remainder of each attributed collector's Referral Term; Quest continues to provide statements and to pay amounts that accrue under Section 3 for those collectors. Sections 2 (as to recorded attribution), 3 (as to accrued amounts, statements, payment, and verification), 4, 5 (as to ceasing use of Quest's marks), and 8 survive.
Upon a sale of a majority of Quest's stock or of substantially all of its assets, Quest may terminate this agreement on fifteen (15) days' written notice of the acquisition. On that termination Quest pays the Dealer the lesser of:
Quest pays that amount within forty-five (45) calendar days after the termination date, together with any amount already accrued and unpaid for a completed quarter. That payment discharges all further obligation of Quest to the Dealer for the Referral Term of every attributed collector, and no further statement, payment, or verification obligation under Section 3 arises after it is made.
The disclaimers and limitation of liability in the Terms of Service apply to the program, and so does its Section 15 (governing law and disputes) — Delaware law, JAMS arbitration seated in San Jose, and the related provisions apply to program disputes exactly as they apply to Service disputes.
The Dealer indicates acceptance of this agreement in the Quest dealer console. That indication is a request to enter the program. It does not itself create an agreement between the Dealer and Quest, and it obliges Quest to nothing.
This agreement takes effect only when Quest notifies the Dealer that Quest has accepted the Dealer into the program, and only on the date of that notification. The version identified in Quest's notification is the version that governs.
Quest may decline a request, or take no action on it, without obligation and without explanation.
When Quest issues a new version, the console presents it and the Dealer may indicate acceptance of it in the same way. That indication is likewise a request, and the new version governs only when Quest notifies the Dealer that Quest has accepted it, on the date of that notification. Until then, the version last identified in a Quest notification continues to govern. The Dealer may end participation under Section 7 rather than request a new version.
Quest Collect, Inc. · PO Box 2394, Saratoga, CA 95070 · hello@collect.quest