Effective as of November 5, 2024

PLEASE READ THIS PARTNER PROGRAM AGREEMENT (THIS “AGREEMENT”) CAREFULLY. 

This Partner Program Agreement (the “Agreement”) is a binding agreement between Refersion, Inc. (“Refersion”, “We” or “Us”) and you or the entity you represent (“You” or “Partner”), even though it is electronic and is not physically signed by You and Refersion. You acknowledge that this Agreement governs your participation in the Partner Programs operated by Refersion as further described herein (the “Program”). This Agreement takes effect when you are accepted into the Program via email confirmation from Refersion.  Refersion and Partner are sometimes referred to individually as a “Party” and collectively as the “Parties.”

1. Acceptance of Terms

1.1 By accepting this Agreement, or by participating in the Program, You represent and acknowledge that You have read, understood, and agree to be bound by this Agreement, and that the information You provide in registering for the Program is accurate, complete, and is Yours or within Your right to use. If You are entering into this Program on behalf of a company or another legal entity, You represent that You have the authority to bind such entity and its affiliates to this Agreement, in which case the terms “You,” “Your” or related capitalized terms herein shall refer to such entity and its affiliates. If You do not have such authority, or if You do not agree with this Agreement, You must not accept this Agreement and may not participate in the Program.

1.2. You must read, agree with and accept all of the terms and conditions contained in this Agreement, including our Privacy Policy and Terms of Service, before you may participate in the Program.  For the avoidance of doubt, our Privacy Policy and Terms of Service form part of this Agreement and are incorporated herein by reference.

2. Definitions

The following terms have the meaning assigned to them below:

1.     “Affiliate Link” means a unique referral link leading to a landing page that can be given to Prospective Customers to install Refersion Products. New accounts that come through this page are automatically affiliated with Your Partner account.

2.     “Active Partner” means (i) a Partner who has had at least one partnership consultation call and has submitted at least one lead in the preceding 12 months if part of the Partner Program; or (ii) a Partner that has at least one Closed Subscription in the preceding (12) months.

3.  “Closed Subscription” means a sale of a subscription of a Refersion Networks Product to a Customer who was a lead (as defined below) on the date of the sale.

4.  “Confidential Information” means all information (whether communicated orally, in writing or in any other recorded or tangible form) of a confidential nature of one Party disclosed by such Party to the other Party under this Agreement, as well as information that one Party knows or reasonably should know that the other Party regards as confidential, including business practices, software, technical information, future product/services plans, programming/design techniques or plans, know-how, trade secrets, prospects, customers, End Users, suppliers, development plans or projects and services. Without limiting the foregoing, all unpublished Documentation, non-public Refersion Networks Marketing Materials, and information about Prospective Customers, including Customer Data, are Refersion’s Confidential Information.

5. “Customer” means an entity that licenses one or more Refersion Networks Products for its own use.

6.  “Customer Data” means any information collected, received, processed or maintained by You or on Your behalf from or relating to any Customer or Prospective Customer in connection with the Refersion Networks Products, including all registration information, transaction history and satisfaction data, and related data analytics. 

7. “Documentation” means any and all manuals, instructions, specifications and other documents and materials in any form or medium, including contained within a Refersion Networks Product application, that We generally make available to End Users and that describe the applicable Refersion Networks Product operation, use, support, maintenance or other features.

8. “End User” means a Customer or a Person that uses the Refersion Networks Products for or on behalf of such Customer.

9. “End User Terms and Conditions” means the applicable terms of service related to the Refersion Network Products as described in the Refersion Terms of Service.

10. “Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree or other requirement of any federal, state, local or foreign government or political subdivision thereof, or any court or tribunal of competent jurisdiction.

11. “Net Revenue” means the initial subscription fees plus any upgrades or additions to such fees during the subscription term received by Refersion by a Customer relating to a Closed Subscription, less any discounts, taxes, fees (including app store fees), expenses incurred by Refersion, refunds and credits.

12. “Refersion Marks” means any of Refersion’s trademarks, service marks and logos.

13. “Refersion Networks Marketing Materials” means any advertising, promotional or marketing materials for or relating to the Refersion Networks Products that We may make available to You from time to time during Your participation in the Program.

14. “Refersion Networks Products” refers to the products offered by Refersion for inclusion in the Partner Program as more fully described in the Program Guide.

15. “Refersion Networks Properties” means all of the Refersion Networks Products, the Partner Portal, Refersion Marks, Refersion Networks Marketing Materials, Documentation, Refersion’s Confidential Information, and other technologies, information and materials We provide to You to enable You to market and sell as described hereunder, the Refersion Networks Products.

16. “Partner Portal” means the web-based portal where Partners can see registered referrals, download marketing materials and receive other technical details and support related to the Refersion Network Products.

17. “Program Guide” means the guide to the Partner Program as set forth on affiliates.refersion.com under “Commission & Business Details” or through any other format provided by Refersion from time to time.

18. “Prospective Customer” means an entity who is brought to Refersion by a Partner as a lead for the purpose of converting that entity to a Customer.

19. “Referral Fee” means fee to be received by Partner relating to Closed Subscriptions as a percentage of Net Revenue as further described herein.

3. Partner Program Acceptance

3.1. You must complete and submit a Program application to become a Partner.  Refersion will review your application and notify you whether you have been accepted to participate in the Program via email.

3.2. Upon acceptance, you agree to create an account through the Partner Portal (“Account“) and provide all information requested through the Partner Portal. In registering an Account, you agree to (a) provide true, accurate, current and complete information as prompted by the registration form; and (b) maintain and promptly update such registration information to keep it true, accurate, current and complete. You are responsible for all activities that occur under your Account. You may not share your Account or password with anyone, and you agree to (y) notify Refersion immediately of any unauthorized use of your password or any other breach of security; and (z) exit from your Account at the end of each session. If you provide any information that is untrue, inaccurate, not current or incomplete, or Refersion has reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current or incomplete, Refersion has the right to suspend or terminate your Account and refuse any and all current or future participation in the Program. You agree not to create an Account using a false
identity or information, or on behalf of someone other than yourself.

3.3 In order to receive the applicable Fees under this Agreement, Partner must have (i) agreed to the terms of this Agreement; (ii) completed all information in our account information form in the Partner Portal and (iii) submitted to Refersion any requested tax documents (i.e., a completed Form W-9 for U.S.-based Partners or Form W-8BEN or W-8BEN-E for non-U.S. based Partners).

4. Marketing and Sales Activity

4.1. Subject to the terms of this Agreement, We grant You the non-exclusive, non-transferrable, revocable right to (i) describe yourself in promotional, advertising, and marketing materials relating to the Refersion Networks Products as a “Referral Partner” of the applicable Refersion Networks Products which are being promoted by you. You must only use the “Referral Partner” designation in connection with participation in the Program. You shall not use any Refersion Networks trademarks or the “Referral Partner” designation (i) in or in connection with the advertising, promotion, marketing or distribution of any goods, services or technologies other than the Refersion Networks Products; (ii) as part of Your corporate or trade name or any domain name; in any way that is likely to cause confusion, mistake or deception; or (iii) in any way that is likely to dilute, tarnish or otherwise diminish the distinctiveness of, or jeopardize the reputation of or goodwill associated with Refersion, its trademarks or the Refersion Networks Products. 

4.2. You are prohibited from using Refersion’s name or the name of any Refersion Networks Products in Google AdWords or in any Pay-Per-Click promotion, without prior written consent of Refersion and in accordance with Refersion’s brand guidelines, which will be provide via the Partner Portal.  Additionally, you will not distribute any unsolicited bulk emails (spam) mentioning or referring to Refersion or the Refersion Networks Products.

4.3. You agree to comply with any current and future branding and marketing policies provided to You by Refersion. You agree to immediately discontinue use of any materials that violate this section.

4.4. You shall bear all costs and expenses related to Your marketing of the Refersion Networks Products other than any Refersion Networks Marketing Materials.

5. Partner Obligations

5.1 At all times during the Term, You will, in accordance with the terms and conditions of this Agreement and at Your own cost (a) maintain sufficient knowledge of the industry and products competitive with the Refersion Network Products (including specifications, features and benefits) so as to be able to explain in detail to Potential Customers and Customers the differences between the Refersion Networks Products and competing products and information on standard features of each of the Refersion Networks Products; (b) comply with all then current policies that are applicable to the Program and all reasonable directions and instructions from Us concerning the commercialization of the Refersion Networks Products; (c) comply with applicable Law and in a manner that is consistent with good business practice and reflects favorably at all times on the Refersion Networks Products and the good name, goodwill and reputation of Refersion; (d) not directly or indirectly engage in any unfair, unethical, misleading or deceptive acts or practices that are or might be detrimental to the public or the goodwill or reputation of Refersion or any Refersion Networks Products, including any dissemination, display or use of any false, misleading or deceptive representations, depictions or materials for or in connection with any advertising, promotion, marketing or distribution of any Refersion Networks Products; and (e) notify Us if you believe any End User has violated the applicable Terms of Service.

5.2 You shall not at any time, directly or indirectly (a) sell or otherwise transfer title or ownership of the Refersion Networks Properties; (b) copy, modify or create any derivative works or improvements of any Refersion Networks Products or Documentation; (c) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of any Refersion Networks Product or any part thereof; (d) bypass, breach or disable any security device, copy control or digital rights management tool, or other protection used by any Refersion Networks Products, or induce or assist any person to do so; (e) except as expressly permitted in this Agreement, represent yourself as an agent of Refersion, commit Refersion to any contracts or incur any obligation or liability whatsoever on behalf of Refersion for any purpose; (f) make any representations, warranties, guarantees, indemnities, claims or other commitments actually, apparently or impliedly on Refersion’s behalf, or concerning or relating to any Refersion Networks Product that are in addition to or inconsistent with any then-existing representations, warranties, guarantees, indemnities, claims or other commitments in this Agreement, the applicable Terms of Service, the Documentation or any written documents provided or made available by Refersion to You that concern or relate to that Refersion Networks Products; (g) access or use the Refersion Networks Properties for purposes of: (i) benchmarking or competitive analysis of such Refersion Networks Properties, or (ii) developing, producing, marketing, distributing, licensing or selling any product or service that may compete with any of the Refersion Networks Products; (h) market, distribute, license or otherwise make available any Refersion Networks Products to or through any Person other than directly to Customers, Prospective Customers and their respective End Users; (i) in connection with the Program, perform any act that, or fail to perform any act the omission of which, infringes, misappropriates or otherwise violates any intellectual property right or other right of any person, or violates any applicable Law; or (j) engage in illegal, deceptive, misleading, or unethical trade practices.  The Parties agree and understand that Refersion will enter into agreements  directly with Customers for the provision of Refersion Networks Products.  Partner shall not subcontract any of its obligations under this Agreement.

5.3. During the term of this Agreement, Partner shall promptly inform Refersion of Partner’s promotion, marketing, or distribution of any product or service offering similar functionality to any Refersion Networks Products; provided, however, that the foregoing shall not limit Partner’s ability to promote, market, or distribute any such products or services. Partner shall conduct its business under this Agreement in a manner that reflects favorably upon Refersion, the Refersion Networks Products, and Refersion’s goodwill and reputation.

6. Lead Registration

6.1. In order to be eligible for the Referral Fee, Partners must register the Prospective Customer as a lead by using their Affiliate Link to install the app, submitting a Prospect by submitting the Prospective Customer’s contact details through the portal, or by introducing such lead to Your designated Partner Manager. You will only be entitled to receive Referral Fee for a Closed Subscription if such lead results in a Closed Subscription prior to Lead Expiration. “Lead Expiration” will occur automatically ninety (90) days, after the registration of such lead unless a longer period is mutually agreed upon by You and Refersion.

6.2. To register a Prospective Customer the following information must be provided: company name; company URL; and contact first and last name, email and title. You may only submit a lead for prospects that have expressed an interest in using Refersion Networks Products.

6.3. We may accept or reject Prospective Customers in our sole discretion. However, We will generally accept Prospective
Customers if (i) the Prospective Customer is not a current customer of Refersion Networks, (ii) We are not engaged in an active sales process with the Prospective Customer, (iii) we have not had contact with the Prospective Customer in the last six (6) months, and (iv) another Partner has not previously registered the Prospective Customer.

6.4. You will not receive Referral Fee for a Customer if  (i) the lead was rejected; (ii) the lead has expired; (iii) the lead was previously registered by another Partner; (iv) this Agreement has been terminated.

6.5. For certain of the Refersion Networks Products designated by Us, We may provide You with the ability to have customers sign up for a Refersion Networks Product directly using your dedicated Affiliate Link. Customers that come through your dedicated Affiliate Link do not have to be registered in advance. A Subscription that comes through your Affiliate Link is automatically eligible for Referral Fee.

6.6. We may from time to time require that you facilitate calls with Refersion and Prospective Customers to ensure the quality of the sales experience. You may from time to time request our participation on calls with Prospective Customers, however, our participation and the level of such participation will be determined by Refersion in our sole discretion.

7. Referral Fee

7.1. Subject to the terms and conditions contained in this Agreement and in consideration for Partner’s performance hereunder, Refersion shall pay to Partner a Referral Fee for Closed Subscriptions in the manner described in Refersion’s Program Guide.  Referral Fee will be “earned” as we recognize the revenue of the Closed Subscription.  Payment of the Referral Fee will only be made when and if payment is received by Refersion from the Customer.  Payment of the Referral Fee requires that Partner is an Active Partner at the time of payment.

7.2. It is the responsibility of the Partner (your responsibility) to maintain updated contact information in the Partner Portal to ensure proper commission payments. We will not resend payments returned due to incorrect payment email addresses or payment information.

7.3. You will not be eligible for any Referral Fee if (i) payment of the Referral Fee would be prohibited by Law; or (ii) the Customer has paid or will pay you any commission related to the Refersion Networks Product or (iii) the Customer is a Partner.

7.4. In the event a Customer uses a discount and does not pay retail price, You only will be eligible to receive a Referral Fee calculated on the discounted subscription price. If We refund any subscription fees to a Customer, Your Referral Fee for the time period in which the refund takes place will be reduced by an amount equal to the relevant Referral Fee times the amount of the refund.  Partner is solely responsible for remitting all taxes associated with any Referral Fees paid to it under this Agreement. 

7.5. We may split the Referral Fee for a Closed Subscription among more than one Partner if we feel that multiple Partners contributed to such Closed Subscription. We may deny the payment of a Referral Fee if You did not have significant impact on or if another Partner secured the Closed Transaction.. From time to time, We may request proof that you are actively engaged with a Prospective Customer.

7.6. A description of the current percentages and applicable Referral Fees is available in Refersion’s Program Guide and will be indicated to Partner through its Account in the Partner Portal.  Other payment process details are set forth and described in the Partner Portal. Refersion reserves the right to revise the percentages and Referral Fees applicable to Partner and any ongoing obligations to pay Referral Fees from time to time, at its sole discretion, upon reasonable prior notice to Partner. Such notice will be provided to Partner via email or in the Partner Portal.

8. Term

8.1. The term of this Agreement shall continue
for as long as You are participating in the Program unless earlier terminated
by either party as provided below (the “Term”).

8.2. Both Refersion and You may terminate this
Agreement at any time without cause upon thirty (30) days written notice
(including via email).

8.3. We may immediately terminate this
Agreement and Your participation in the Program if (i) You breach this Agreement;
(ii) You become insolvent, You are generally unable to pay, or fail to pay,
Your debts as they become due, You file, or have filed against it, a petition
for voluntary or involuntary bankruptcy or pursuant to any other insolvency
law, You make or seek to make a general assignment for the benefit of Your
creditors, or You apply for, or consent to, the appointment of a trustee,
receiver or custodian for a substantial part of Your property or business; or
(iii) You engage in unethical behavior or caused a reputational risk to Refersion
or Our brand (as determined in Refersion’s sole discretion).

8.4. Upon termination of this Agreement by Us
without cause, You shall be paid Referral Fee for any revenue recognized for a
Closed Subscription within thirty (30) days of the effective date of
termination. Upon termination of the Agreement by You for any reason or by Us
for cause, You shall not be entitled to any Referral Fee for revenue recognized
for any Closed Subscription after the effective date of termination. Following
termination for any reason, Refersion may use any information related to a
Prospective Customer or Customer provided by You to Refersion during the Term
for any purpose, including marketing and selling any of Refersion’s products or
services or the renewal of any existing subscription.

8.5. Following the termination of this
Agreement, Partner must immediately stop (a) referring to itself in
promotional, advertising, and marketing materials as an “Referral Partner” of Refersion,
(b) demonstrating, and marketing the Refersion Networks Products to Customers
and Prospective Customers, (c) using the Partner Portal, (d) using any Refersion
Networks Marketing Material or any intellectual property of Refersion,
including our trademarks, and (e) using any information Refersion Confidential
Information.

8.6. Survival. The following provisions shall
survive any expiration or termination of this Agreement: Sections 1
(Definitions), 8.4 (Post-Termination), 8.5 (Post-Termination), 8.6 (Survival),
10 (Intellectual Property), 11 (Confidentiality), 12 (Disclaimer of Warranties
and Liabilities), 13 (Limitation of Liability), 14 (Indemnification) and 16
(Miscellaneous).

9. Representations

Each Party represents and warrants to the
other Party that (a) it has the full corporate right, power and authority to
enter into this Agreement and to perform its obligations hereunder, (b) the
execution of this Agreement and the performance of its obligations hereunder
does not and will not conflict with or result in a breach (including with the
passage of time) of any other agreement to which it is a party, and (c) this
Agreement has been duly executed and delivered by such Party and constitutes
the valid and binding agreement of such Party, enforceable against such Party
in accordance with its terms.  For the
avoidance of doubt, and except in the course of delivering the Refersion
Networks Marketing Materials as specifically hereunder, Partner shall not
provide any representations or warranties to any Prospective Customer, Customer
or any other third party with respect to the Refersion Networks Products.

10. Intellectual Property

10.1. The Refersion Networks Properties are
provided to You solely for the purposes described herein. Except for the
limited rights expressly granted under this Agreement, nothing in this
Agreement grants, by implication, waiver, estoppel, or otherwise, to You or any
third party any intellectual property rights or other right, title, or interest
in or to any of the Refersion Networks Products or other Refersion Networks
Properties and We retain all rights in the Refersion Networks Products and
other Refersion Networks Properties. Nothing in this Agreement grants or
conveys, or permits You to grant or convey, any ownership right in any of the Refersion
Networks Properties, or any article or copy thereof or intellectual property
rights therein.  The use of any Refersion
Networks Properties, including placement and sizing, shall be subject to
Refersion’s then-current branding guidelines which can be found on the Partner
Portal. Partner acknowledges that Refersion asserts its exclusive
ownership of its intellectual property and the renown of its trademarks
worldwide. Partner shall not take any action inconsistent with such ownership
and further agrees to take all actions that Refersion reasonably requests to
establish and preserve its exclusive rights in and to the its intellectual
property. Partner shall not adopt, use, or attempt to register any trademarks,
service marks, or trade names that are confusingly similar to those held by
Refersion or in such a way as to create combination marks with any Refersion
trademark.

10.2. Refersion shall have a royalty-free,
worldwide, transferable, sub-licensable, irrevocable and perpetual license to
incorporate into the Refersion Networks Products or otherwise use any
suggestions, enhancement requests, recommendations or other feedback Refersion
receives from You or any Customer, Prospective Customer or End User without
compensation to You or any other party.

10.3. Refersion shall have a royalty-free,
worldwide, non-transferrable, non-exclusive right to use and display your name
and logo in connection with the Program and this Agreement.

11. Confidentiality

11.1. In connection with this Agreement and
the Program each party (as the “Disclosing Party”) may disclose or make
available Confidential Information to the other party (as the “Receiving Party”).

11.2. Confidential Information does not
include information that the Receiving Party can demonstrate by written or
other documentary records: (a) was rightfully known to the Receiving Party
without restriction on use or disclosure prior to such information's being
disclosed or made available to the Receiving Party in connection with the
Agreement; (b) was or becomes generally known by the public other than by the
Receiving Party's or any of its respective directors, officers, employees,
agents or advisors’ noncompliance with the Agreement; (c) was or is received by
the Receiving Party on a non-confidential basis from a third party that was not
or is not, at the time of such receipt, under any obligation to maintain its
confidentiality; or (d) the Receiving Party can demonstrate by written or other
documentary records was or is independently developed by the Receiving Party
without reference to or use of any Confidential Information.

11.3. The Receiving Party shall safeguard the
Confidential Information from unauthorized use, access or disclosure using at
least the degree of care it uses to protect its most sensitive information and
in no event less than a reasonable degree of care. 

11.4. The Customer Data will be treated in
accordance with the Privacy
Policy. 

12. Disclaimer of Warranties and Liability

ALL Refersion NETWORKS PROPERTIES, THE PARTNER
PORTAL, THE PROGRAM, AND ANY OTHER INFORMATION, MATERIALS OR WORK PRODUCT
PROVIDED BY Refersion ARE PROVIDED “AS IS” AND Refersion HEREBY DISCLAIMS ALL
WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHER, AND Refersion SPECIFICALLY
DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, TITLE AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF
DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, Refersion
MAKES NO WARRANTY OF ANY KIND WITH RESPECT TO THE USE, MISUSE, OR INABILITY TO
USE THE Refersion NETWORKS PRODUCTS (IN WHOLE OR IN PART), INCLUDING BUT NOT
LIMITED TO THAT ANY Refersion NETWORKS PRODUCT OR OTHER Refersion NETWORKS
PROPERTIES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR, YOUR
CUSTOMERS’ OR ANY OTHER PERSONS' REQUIREMENTS, OPERATE WITHOUT INTERRUPTION,
ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY HARDWARE, SOFTWARE,
DEVICE, SYSTEM OR SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF ANY
VIRUS, MALWARE OR OTHER HARMFUL CODE OR ERROR FREE. Refersion DISCLAIMS ALL
LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE
CONDITIONS OF THE SERVICE DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED
TO INTERNET SERVICE PROVIDERS, TO THE SATURATION OF THE INTERNET NETWORK,
ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR
TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED
ACCESS TO, OR ALTERATION OF, USER COMMUNICATIONS, PROBLEMS RELATED TO THE
SERVICE OR ITS USE, LOSS OF PERSONAL CONTENT ON THE SITE, LOST OR UNDELIVERABLE
EMAIL, AND FOR ANY OTHER REASON. ANY REPRESENTATIONS AND WARRANTIES OF OR
RELATING TO THE Refersion NETWORKS PRODUCTS ARE MADE DIRECTLY TO END USERS SOLELY
UNDER THE TERMS AND CONDITIONS OF THE Refersion TERMS AND CONDITIONS.

13. Limitation of Liability

13.1. IN NO EVENT WILL EITHER PARTY BE LIABLE
UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY
LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING
NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, FOR ANY: (i) LOSS OF PRODUCTION,
USE, BUSINESS, REVENUE, PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR (ii)
CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED OR PUNITIVE
DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF
SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE,
AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL
PURPOSE.

13.2. NOTWITHSTANDING ANYTHING TO THE CONTRARY
IN THESE TERMS, Refersion’S (INCLUDING ANY OF ITS AFFILIATES) AGGREGATE
LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER,
UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT
(INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, SHALL NOT EXCEED THE
AGGREGATE AMOUNT OF REFERRAL FEE EARNED BY YOU FOR CLOSED SUBSCRIPTIONS IN THE
TWELVE MONTHS PRECEDING THE APPLICABLE ACTION. THE FOREGOING LIMITATION APPLIES
NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL
PURPOSE.

13.3. Some jurisdictions do not allow the
exclusion of implied warranties or limitation of liability for incidental or
consequential damages, which means that some of the above limitations may not
apply to You. IN THESE JURISDICTIONS, Refersion’S LIABILITY WILL BE LIMITED TO
THE GREATEST EXTENT PERMITTED BY LAW.

14. Indemnification

You agree to defend, indemnify, and hold
harmless Refersion from and against any claims, actions or demands, including,
without limitation, reasonable legal and professional services fees, arising or
resulting from (i) Your breach of this Agreement, (ii) any allegation that
Partner made a representation or warranty regarding Refersion or the Refersion
Networks Products that is inconsistent with the Refersion Networks Materials
provided by Refersion or is otherwise unauthorized by Refersion, (iii) Your
access to, use, misuse or illegal use of Customer Data, and (iv) Our use of any
Customer Data that you provide to us. Refersion will provide You notice of any
such claim, suit, or proceeding and provide all information and assistance
reasonably requested by You related to defense of the claim. Refersion reserves
the right to assume the exclusive defense and control of any matter which is
subject to indemnification under this section, in which case You agree to
cooperate with any reasonable requests to assist Refersion’s defense of such
matter.

15. Compliance with Law

15. 1. You will comply with opt-out,
unsubscribe, “do not call” and “do not send” requests from any Customer,
Prospective Customer or End User in a timely fashion. You will be solely liable
for any and all damages, losses, expenses, costs (including reasonable
attorneys' fees) and other liabilities arising out of or related to
advertising, creative, and/or messaging other than the content of the Refersion
Networks Marketing Materials.

15.2. The Refersion Networks Properties may be
subject to US export control laws and regulations, including the Export
Administration Regulations and the International Traffic in Arms Regulations.
You shall not, and shall not permit any third parties to, directly or
indirectly, export, reexport, or release any of the Refersion Networks
Properties to any jurisdiction or country to which, or any party to whom, the
export, reexport, or release of any Refersion Networks Property is prohibited
by applicable Law.

15.3. You shall at all times remain in
compliance with the Foreign Corrupt Practices Act of 1977, as amended (“FCPA”).
You shall not directly or indirectly through any third party make any unlawful
contribution, gift, entertainment, or other unlawful expense relating to
political activity or to influence official action; make any direct or indirect
unlawful payment to any foreign or domestic government official or employee
from corporate funds; make any bribe, rebate, payoff, influence payment,
kickback, or other unlawful payment; or fail to disclose to Refersion fully any
contribution or payment made by You (or made by any Person acting on its behalf
of which You are aware) that violates the FCPA.

16. Miscellaneous

16.1 Amendment

Refersion may amend this Agreement from time
to time, in which case the new Agreement will supersede prior versions. Refersion
will notify Partner of such changes through a notification via email or within
the Partner Portal with directions to the latest version. The updated Agreement
will become effective and binding on the next business day after it is posted.
When We change this Agreement, the “Last Modified” date above will be updated
to reflect the date of the most recent version. We encourage You to review this
Agreement periodically.  Upon such
modification, your continued participation in the Partner Program constitutes
your acceptance of such change(s).

16.2. Assignment

You may not assign or transfer this Agreement,
in whole or in party, whether operation of law, change of control, or
otherwise, or delegate any of its obligations hereunder, without the express
prior written consent of Refersion. Subject to the foregoing restrictions on
assignment, this Agreement will be fully binding upon, inure to the benefit of
and be enforceable by the Parties and their respective successors and assigns.
Any assignment in violation of the foregoing shall be null and void.

16.3. Entire Agreement

This Agreement constitutes the entire
agreement between the parties with respect to the subject matter hereof and
supersedes all previous negotiations, correspondence, understanding and agreements,
whether oral or written, between You and Refersion with respect to the subject
matter thereof.

16.4. Notices

Unless otherwise specified in this Agreement,
all notices and other communications under this Agreement will be by email (i)
if to Partner, at the email address provided by Partner in its account in the
Partner Portal and (ii) if to Refersion, at [email protected]. In the event
that the last email address Partner provided to Refersion is not valid, or for
any reason is not capable of delivering to You any notices required or
permitted by this Agreement, Refersion’s dispatch of the email containing such
notice will nonetheless constitute effective notice. Notice shall be deemed to
have been duly given on the first business day following successful e-mail
transmission to Refersion.

16.5. Severability

Whenever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid
under applicable law.  Notwithstanding
the foregoing, if any part of this Agreement is held to be invalid or
unenforceable, such provision shall be ineffective only to the extent of such
invalidity or unenforceability, without invalidating the remainder of the
Agreement.

16.6. Relationship; Independent Contractor

The relationship of Partner and Refersion is
that of independent contractors.
Regardless of the use of the word “partner” in the title of this
Agreement, neither Party is, nor shall be deemed to be, a partner, joint
venturer, agent, employee or legal representative of the other Party for any
purpose.  Neither Your participation in
the Program or this Agreement shall be construed to create any association,
partnership, joint venture, employee or agency relationship between You and Refersion
for any purpose. Neither Party shall have any authority (and neither Party
shall hold itself out as having authority) to bind the other Party, enter into
any contracts in the name or on behalf of the other Party or pledge the credit
of the other in any way.  No Party shall
incur any debts or make any commitments for the other, except to the extent, if
at all, explicitly provided herein.

16.7. No Waiver

Refersion’s failure to enforce at any time any
provision of this Agreement does not constitute a waiver of that provision or
of any other provision of this Agreement.

16.8. Governing Law; Venue

This Agreement is made in accordance with and shall be governed by and construed in accordance with the laws of the State of California, other than such laws, rules, regulations and case law that would result in the application of the laws of a jurisdiction other than the State of California. Each Party irrevocably consents to the exclusive personal jurisdiction of the state or federal courts located in the City and County of San Francisco, California for any matter arising out of or relating to this Agreement.  Each Party hereby submits to the jurisdiction of these courts, acknowledges that venue is proper in such courts, agrees to file all pleadings in such courts, and waives any objection to venue there.

Please see our Privacy Policy at https://refersion.com/privacy-policy, incorporated herein by reference.