Referral Terms and Conditions

 

1.General. This Referral Rewards Program Agreement (this "Referral Agreement") sets forth the terms and conditions (the “Referral Terms”) for your participation in our Referral Rewards Program (the “Referral Program”).

2. Acceptance of these Referral Terms; Revised Referral Terms. By participating in the Referral Program in any way, you agree to be bound by these Referral Terms. If you do not agree to all of the terms and conditions of these Referral Terms, you may not participate in the Referral Program. We may revise these Referral Terms from time to time in our sole discretion, subject to applicable law. When we revise these Referral Terms, we will post the revised version on the Website. You are free to decide whether or not to accept a revised version of these Referral Terms, but accepting these Referral Terms, as revised, is required for you to continue participating in the Referral Program. If you do not agree to these Referral Terms or any revised version of these Referral Terms, your sole recourse is to terminate your participation in the Referral Program. Except as otherwise expressly stated by us, your participation in the Referral Program is subject to, and constitutes your acceptance of, the version of these Referral Terms in effect at the time of your participation in the Referral Program.

3. Eligibility. In order to participate in the Referral Program, you must accept and agree to our Terms of Use, including these Referral Terms and our Privacy Policy, and have and maintain a [Reseller Account with us] in active and good standing.

4. Earning Referral Rewards. Whenever a Qualifying Referral (as defined below) registers for an account to use the Service, we will pay you a one-time referral fee (a “Referral Reward”) if the Qualifying Referral’s account is later upgraded to a paid account, all subject to the conditions in this Referral Agreement. The amount of each Referral Reward is calculated in accordance with Section 8 below.

A “Qualifying Referral” means: (a) an individual or company that does not currently have, and has never had, an account to use the Service (regardless of whether such account is active, expired or cancelled); (b) the individual or company was not referred to Lavu at an earlier date (either by Lavu’s internal sales team or by someone else); (c) the Qualifying Referral does not have the same IP address as you; (e) you did not solicit the Qualifying Referral by posting your unique Referral Link on a “coupon website” or similar website; or (f) the Qualifying Referral does not have the same IP address as any other referral, user, customer or client of Lavu (whether such individual or company is a current or former user, customer or client) at the time the Qualifying Referral is referred to Lavu or signs up for the Service.

A “Referral Link” means a hyperlink, text link, badge, button, or other code via email, text message, social media platform, or other format that contains a unique referral ID in the form provided by Lavu, that contains your unique Referral ID created for you by Lavu. Referral Links may be in the form of text link, badge, button, or other code via email, text message, social media platform, or other format that contains a unique referral ID that Lavu provides for you to embed on your own Web site(s) or in emails that you send.

We will determine, in our sole reasonable discretion, whether a Qualifying Referral has followed your Referral Link to create its account in accordance with this Section. We track referral information in the Profile page for each registered user. Our reasonable determination is final.

5. Restrictions and Limitations. Notwithstanding any provision of this Referral Agreement, we will not be obligated to pay Referral Rewards if (a) we determine, in our sole discretion, that referrals are not bona fide transactions, including without limitation for self-referrals;  (b) you engage in any fraudulent or deceitful behavior in connection with the Program, including without limitation directly or indirectly offering any person a financial incentive to follow a Referral Link or attempting to redirect traffic from, or divert Referral Rewards from, any other participant in the Program; (c) the Qualifying Referral has not registered for the Service within 60 days of the referral date. or (d) the Qualifying Referral does not remain signed up for the Service for at least two months. Qualifying Referrals must be located within the United States. Referral Partners and Referred Locations must be located within the United States.

6. Conduct. Participants in the Referral Program must comply with all up-to-date “SPAM” laws. Any distribution of your referral link that could constitute unsolicited commercial email or “spam” under any applicable law or regulation is expressly prohibited and will be grounds for immediate termination and exclusion from the Referral Program. We reserve the right, at our sole discretion, to prohibit anyone from participating in any aspect of the Referral Program if we deem or suspect that anyone has engaged in or has attempted to engage in any of the following: a) acting in violation of these Program Terms; b) damaging, tampering with or corrupting the operation of the Referral Program or Lavu’s or any third-party’s website; c) acting with intent to annoy, harass, or abuse any other person; d) any inappropriate, uncooperative, disruptive, fraudulent, potentially fraudulent, or unusual behavior or activity; or e) activity deemed in our sole discretion to be generally inconsistent with the intended operation of the Referral Program. We shall be the sole determiner in cases of suspected abuse, fraud, or breach of these Program Terms or intent of these Program Terms and/or the Referral Program.

7. Calculation of Referral Rewards. Currently the Referral Reward amount, which is subject to change at any time, is $150 per terminal. You are responsible for any applicable transaction fees associated with Referral Rewards you receive from us, and the rates for Referral Rewards described on our Web site do not include any such transaction fees.  Referral Rewards may be taxable, depending on the value of the item and the federal, state, and local tax laws applicable to the participant. Participants are solely responsible for reporting such items on their tax returns and paying any associated tax liability..

8. Payment of Referral Rewards. Referral Rewards are paid out 60 days after a Qualifying Referral becomes a paying customer of Lavu.  We may delay payment of a Referral Reward for purposes of verifying a Qualifying Referral.   

9. Non-Exclusive. This Referral Agreement is entirely non-exclusive in nature. You understand that we may at any time solicit customer referrals on terms that may differ from those contained in this Referral Agreement with you..

10. Disclaimer. THE PROGRAM IS PROVIDED ON AN “AS IS” BASIS, AND WE RESERVE THE RIGHT WITHOUT PRIOR NOTICE TO DISCONTINUE OR CHANGE THE PROGRAM AT ANY TIME. WE MAKE NO WARRANTY THAT REFERRAL LINKS WILL OPERATE PROPERLY. WE EXPRESSLY DISCLAIM ALL WARRANTIES WITH RESPECT TO THE PROGRAM, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

11. Advertising Restrictions. Referral partners shall not bid on any “Lavu” branded keyword variations within their online advertising programs. In addition, referral partners who actively participate in paid search advertising must include negative keywords of the word “Lavu” within their campaigns.

12. Termination. Either party may terminate this Referral Agreement at any time by giving the other party written notice of termination (including via email to you at the email address you used to register for the Service). Upon termination, you will immediately cease all use of Referral Links. Referral Rewards earned but unpaid as of termination will remain payable, unless we terminate this Agreement for your breach of any term or condition set forth herein.  We may, in our sole and absolute discretion, immediately and without notice terminate or suspend any participation in the Referral Program for breach of these Program Terms and/or taking any actions that are inconsistent with the intent of these Program Terms and/or the Referral Program.

13. Release. By participating in this Referral Program, you release Lavu, its subsidiaries, affiliates, suppliers, advertising, and promotions agencies and their respective directors, officers, employees, and agents from any and all liability for any loss, harm, damages, cost, or expense, including, without limitation, property damages, personal injury and/or death, arising out of or in any way connected to the Referral Program and/or the use of any Referral Program rewards.

14. Indemnification. You agree to indemnify, defend, and hold Lavu and its representatives and agents harmless from and against any and all third-party claims, demands, liabilities, costs, or expenses, including attorney’s fees and costs, arising from, or related to any breach by you of any of these Program Terms or any violation by you of applicable law.

15. Disclaimer; Computer Systems. Lavu disclaims any liability for damage to any computer system resulting from participating in, or accessing or downloading information in connection with the Referral Program, and reserves the right, in our sole discretion, to cancel, modify, or suspend the Referral Program should a virus, bug, computer problem, unauthorized intervention, or other causes beyond our control, corrupt the administration, security, or proper play of the Referral Program.

16. Force Majeure. Lavu shall not be liable to any participant for failure to supply any credit or any part thereof, by reason of any acts of God, any action(s)m regulation(s), order(s), or request(s) by any governmental or quasi-governmental entity (whether or not the action(s), regulation(s), order(s), or request(s) prove(s) to be invalid), equipment failure, threatened terrorist attacks, terrorist acts, air raid, blackout, earthquake, tornado, war, unusually severe weather, explosion, labor or material shortage, transportation interruption of any kind, work slow-down, civil disturbance, or any other similar or dissimilar cause beyond Lavu’s control.

17. Other Terms.  These Program Terms constitute the entire agreement between us and your use and participation in the Referral Program. Lavu’s failure to exercise or enforce any right or provision of these Program Terms shall not constitute a waiver of such right or provision. If any provision of these Program Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Program Terms remain in full force and effect. The section titles in these Program Terms are for convenience only and have no legal or contractual effect. A person who is not a party to these Program Terms shall have no right to enforce or receive the benefit of any of these Program Terms.

18. Confidentiality. You acknowledge that the amount of referral fees paid to you and any revenue or other financial information about this Referral Program is strictly confidential. You shall not disclose such information to any third parties for any purpose. You shall protect and safeguard such information against unauthorized disclosure or use by procedures no less stringent than those you use for protecting your own confidential or proprietary information, and in any event by use of no less than a reasonable degree of care.

19. Contact Us. If you have any questions, comments, or concerns regarding these Referral Terms or the Referral Program, please contact us at don.hsieh@lavu.com.