ISO Partner Agreement

Last Updated: March 2026

This Independent Sales Organization Partner Agreement ("Agreement") is entered into between StableFi LLC, a Florida limited liability company, with its principal office at 3100 N Ocean Dr, P405, Riviera Beach, FL 33404 ("StableFi," "we," "us," or "our"), and the entity or individual applying to become an ISO partner ("ISO," "Partner," "you," or "your").

By submitting an ISO Partner application or executing this Agreement, you agree to be bound by these terms.

Table of Contents

1. Definitions
2. ISO Registration & Eligibility
3. ISO Obligations
4. Merchant Onboarding
5. Compensation & Revenue Share
6. Portfolio Ownership
7. Residual Payments
8. Compliance & Risk Management
9. Branding & Marketing
10. Confidentiality
11. Non-Compete & Non-Solicitation
12. Term & Termination
13. Post-Termination Rights
14. Indemnification
15. Limitation of Liability
16. Dispute Resolution
17. General Provisions

1. Definitions

"Merchant" means any business entity that the ISO refers to StableFi and that is approved to process transactions on the StableFi platform.

"Merchant Portfolio" means the collective group of Merchants referred and onboarded by the ISO under this Agreement.

"Net Processing Revenue" means the gross transaction fees collected by StableFi from the ISO's Merchant Portfolio, minus interchange-equivalent costs, network fees, chargebacks, refunds, and reserves.

"Residual Income" means the ISO's share of Net Processing Revenue, paid monthly.

"Buy Rate" means StableFi's base processing cost for a given transaction, determined by the Merchant's MCC code and risk classification.

"Markup" means the difference between the Merchant's processing rate and the Buy Rate.

2. ISO Registration & Eligibility

2.1 Eligibility

To qualify as a StableFi ISO Partner, you must: (a) be a legally formed business entity in good standing; (b) have experience in merchant services, payment processing, or financial technology sales; (c) pass StableFi's background verification process, which may include checks on principals, credit history, and business financials; (d) maintain all required licenses and registrations in your operating jurisdictions.

2.2 Application Process

ISO applications are reviewed by StableFi's compliance team. Approval is at StableFi's sole discretion. StableFi may request additional documentation including business financials, principal identification, references, and processing volume projections.

2.3 No Registration Fees

StableFi does not charge ISO registration fees. Unlike traditional processors that require $5,000-$10,000 in card network registration fees, StableFi operates on USDC/stablecoin rails that do not require Visa/Mastercard ISO registration.

3. ISO Obligations

3.1 Merchant Solicitation

The ISO shall use commercially reasonable efforts to identify, solicit, and refer qualified Merchants to StableFi. The ISO shall accurately represent StableFi's services, fees, and terms to prospective Merchants.

3.2 Prohibited Representations

The ISO shall not: (a) make any representations or warranties on behalf of StableFi beyond those expressly authorized in writing; (b) modify or waive any StableFi fees, terms, or policies without prior written approval; (c) guarantee specific processing approval, settlement timing, or chargeback outcomes to Merchants; (d) engage in deceptive, misleading, or high-pressure sales tactics.

3.3 Compliance Training

The ISO shall ensure that all sales agents and representatives complete StableFi's compliance training before soliciting Merchants. Training materials will be provided via the ISO portal.

4. Merchant Onboarding

4.1 Referral Process

Merchants referred by the ISO shall apply through the ISO's unique referral link or co-branded application page. All Merchants are subject to StableFi's standard underwriting, risk assessment, and MCC classification by the Sentinel compliance agent.

4.2 Underwriting Authority

StableFi retains sole authority over Merchant approval, rejection, risk classification, MCC assignment, settlement schedules, reserve requirements, and transaction limits. The ISO has no authority to approve or modify Merchant terms.

4.3 Merchant Agreement

Each Merchant must execute StableFi's standard Merchant Agreement. The ISO may not offer modified or custom Merchant agreements without StableFi's prior written consent.

5. Compensation & Revenue Share

5.1 Revenue Share Tiers

The ISO's revenue share is calculated as a percentage of the Markup (gross merchant fees minus Buy Rate) generated by the ISO's Merchant Portfolio:

5.2 Buy Rate

The Buy Rate is determined by Merchant MCC classification and risk tier. Current Buy Rates:

The ISO may set Merchant rates at any level above the Buy Rate. The Markup (Merchant rate minus Buy Rate) is split per the revenue share tiers above.

5.3 Revenue Share Example

A Merchant processes $100,000/month at a 2.0% rate. Buy Rate is 0.3% (low risk SaaS). Markup = 1.7% = $1,700/month. At the Standard tier (50/50): ISO earns $850/month. At Growth tier (60/40): ISO earns $1,020/month.

5.4 No Upfront Bonuses

StableFi does not currently offer upfront signing bonuses for Merchant referrals. Compensation is exclusively through residual income on ongoing transaction volume.

6. Portfolio Ownership

6.1 Merchant Relationship Ownership

The ISO retains ownership of its Merchant Portfolio. Merchant relationships referred by the ISO belong to the ISO, not to StableFi. This ownership is portable — if the ISO terminates this Agreement, the ISO may migrate its Merchants to another processor, subject to the post-termination provisions in Section 13.

6.2 Vesting

Portfolio ownership vests immediately upon Merchant approval by StableFi. There is no vesting period or minimum tenure requirement.

6.3 Portfolio Valuation

If the ISO wishes to sell its Merchant Portfolio, StableFi has a right of first refusal to purchase the portfolio at the same terms offered by any third-party buyer. The ISO must notify StableFi in writing of any proposed portfolio sale. StableFi has 30 days to exercise its right of first refusal.

7. Residual Payments

7.1 Payment Schedule

Residual payments are calculated monthly based on the prior month's Net Processing Revenue from the ISO's Merchant Portfolio. Payments are made by the 15th of each month for the prior month's activity.

7.2 Payment Method

Residuals are paid in USDC to the ISO's StableFi wallet. The ISO must maintain an active StableFi wallet to receive payments. The ISO may off-ramp USDC to a bank account at any time.

7.3 Minimum Payout

The minimum monthly residual payout is $25 USDC. If the ISO's monthly residual is below $25, it will roll over to the next month.

7.4 Deductions

StableFi may deduct from residual payments: (a) chargebacks and refunds attributable to the ISO's Merchants; (b) fines or penalties imposed on the ISO's Merchants; (c) any amounts owed by the ISO to StableFi under this Agreement.

7.5 Residual Survival

Residual payments survive termination of this Agreement. If this Agreement is terminated for any reason other than ISO fraud or material breach, the ISO shall continue to receive residual payments on its existing Merchant Portfolio for as long as those Merchants remain active on StableFi.

8. Compliance & Risk Management

8.1 ISO Compliance

The ISO shall comply with all applicable laws, regulations, and StableFi policies, including but not limited to anti-money laundering (AML), sanctions screening, and Know Your Customer (KYC) requirements.

8.2 Merchant Risk

While StableFi conducts its own underwriting, the ISO is responsible for performing reasonable due diligence on Merchants before referral. The ISO shall not knowingly refer Merchants engaged in illegal activities, prohibited categories, or businesses likely to generate excessive chargebacks or disputes.

8.3 Chargeback Responsibility

Chargebacks and disputes are the responsibility of the Merchant per the Merchant Agreement. However, if the ISO's Merchant Portfolio as a whole exceeds a 2% monthly chargeback rate, StableFi may: (a) increase reserve requirements for the ISO's Merchants; (b) require the ISO to implement additional risk controls; (c) suspend the ISO's ability to onboard new Merchants until the chargeback rate improves.

8.4 Prohibited Merchant Categories

The ISO shall not refer Merchants in categories that StableFi has designated as restricted or prohibited. Current restricted MCC categories include adult content (5962), tobacco/vaping (5993), and unregulated pharmaceuticals (5912). StableFi may update restricted categories at any time with notice to the ISO.

9. Branding & Marketing

9.1 Co-Branding

StableFi will provide the ISO with co-branded marketing materials, a unique referral URL, and access to the ISO portal for Merchant tracking and reporting. The ISO may use StableFi's name and marks solely for the purpose of promoting StableFi's services per this Agreement.

9.2 Marketing Approval

Any marketing materials created by the ISO that reference StableFi must be submitted to StableFi for approval before distribution. StableFi shall respond to approval requests within 5 business days.

10. Confidentiality

Each party agrees to maintain the confidentiality of the other party's proprietary information, including but not limited to Buy Rates, revenue share percentages, Merchant data, processing volumes, and business strategies. Confidentiality obligations survive termination of this Agreement for a period of 3 years.

11. Non-Compete & Non-Solicitation

11.1 Non-Compete

During the term of this Agreement, the ISO agrees not to promote or sell competing USDC/stablecoin agent payment clearing services. This non-compete does not restrict the ISO from selling traditional credit card processing, ACH, or other non-stablecoin payment services.

11.2 Non-Solicitation

For a period of 12 months after termination, neither party shall directly solicit the other party's employees or contractors.

12. Term & Termination

12.1 Term

This Agreement is effective upon StableFi's approval of the ISO application and continues for an initial term of 1 year, automatically renewing for successive 1-year terms unless either party provides 90 days written notice of non-renewal.

12.2 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party: (a) commits fraud or material misrepresentation; (b) materially breaches this Agreement and fails to cure within 30 days of written notice; (c) becomes insolvent, files for bankruptcy, or ceases operations; (d) engages in illegal activity.

12.3 Termination Without Cause

Either party may terminate this Agreement without cause by providing 90 days written notice to the other party.

13. Post-Termination Rights

13.1 Residual Continuation

Upon termination (except for ISO fraud), the ISO shall continue to receive residual payments on its existing Merchant Portfolio as described in Section 7.5.

13.2 Merchant Migration

Upon termination, the ISO may migrate its Merchants to another processor. StableFi will not unreasonably impede Merchant migration but is under no obligation to assist with technical migration. Merchants must independently choose to migrate; the ISO may not represent that StableFi is discontinuing services.

13.3 Wind-Down Period

The ISO shall have 180 days from the effective date of termination to complete Merchant migration. During this period, all active Merchants continue to be processed normally and the ISO continues to earn residuals.

14. Indemnification

The ISO shall indemnify, defend, and hold harmless StableFi, its officers, directors, employees, and agents from and against any claims, losses, damages, liabilities, and expenses (including reasonable attorneys' fees) arising from: (a) the ISO's breach of this Agreement; (b) the ISO's violation of applicable laws; (c) the ISO's misrepresentation of StableFi's services; (d) claims by Merchants referred by the ISO relating to the ISO's conduct.

15. Limitation of Liability

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOSS OF GOODWILL, OR LOSS OF DATA, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY. STABLEFI'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL RESIDUAL PAYMENTS MADE TO THE ISO IN THE 12 MONTHS PRECEDING THE CLAIM.

16. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved by binding individual arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator in Miami, Florida. Each party waives the right to a jury trial and the right to participate in a class action. The arbitrator's decision shall be final and binding.

17. General Provisions

17.1 Governing Law

This Agreement shall be governed by the laws of the State of Florida, without regard to conflict of law principles.

17.2 Entire Agreement

This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior agreements, negotiations, and representations.

17.3 Amendment

StableFi may amend this Agreement with 30 days written notice to the ISO. Continued referral of Merchants after the amendment effective date constitutes acceptance.

17.4 Assignment

The ISO may not assign this Agreement without StableFi's prior written consent. StableFi may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.

17.5 Severability

If any provision of this Agreement is found to be unenforceable, the remaining provisions shall continue in full force and effect.

17.6 Independent Contractor

The ISO is an independent contractor and not an employee, agent, or partner of StableFi. Nothing in this Agreement creates an employment, agency, or partnership relationship.

17.7 Contact

For questions about this Agreement, contact legal@stablefi.ai.