THIS IS A LEGAL AGREEMENT BETWEEN THE COUNTERPARTY SET FORTH IN THE SIGNATURE PAGE BELOW (“YOU”) AND DIGIFY PTE LTD (“DIGIFY”). BY SUBMITTING A REFERRAL PARTNER APPLICATION AND SIGNING THESE TERMS, YOU AGREE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS AND CONDITIONS AND THAT YOU AGREE TO BE LEGALLY BOUND BY THEM.

1. Overview

   Welcome to the Digify Referral Partner Program (“Referral Program”)!

   The purpose of the Referral Program is to allow you the opportunity to refer Digify products and services as a referral partner of Digify and to earn money for referrals that result in sales. These Terms and Conditions (these “Terms”) contain the complete terms and conditions that apply to you becoming a referral partner in the Referral Program. Please note that throughout these Terms, “we,” “us,” and “our” will mean Digify, and “you,” “your,” and “yours” will mean you, the referral partner.
   

2. As a Referral Partner: What You Have to Do:
   
   1. Use the promo code for referrals: As a member of our Referral Program, you will be provided with a unique promo code (“Promo Code“). This Promo Code will give you the opportunity to receive rewards for sales registered using that Promo Code, as further described below.
   2. Do Not Spam or Run Ads or Use Coupon Websites: We strictly prohibit Referral Program participants from using coupon websites, spam email, ads, or other websites discoverable via online search to seek referrals. You should have an existing business or personal relationship with whom you send your Promo Code.
   3. Follow All Laws: It is entirely your responsibility to follow all applicable laws and regulations, including relating to copyright, privacy, email marketing, and deceptive advertising. You must have express permission to use any person’s copyrighted material, whether it be a writing, an image, or any other copyrightable work. We will not be responsible if you use another person’s copyrighted material in violation of the law.
   4. Maintain Your Messaging: The maintenance and the updating of the content you publish and share about the Digify products and services will be your responsibility. Because you are a member of Referral Program and the information within Digify is updated often, it may be necessary for you to update the content of your content to maintain consistency and accuracy about the Digify products and services.

3. As a Referral Partner: What You Receive
   

   1. You Earn Rewards: You are eligible to earn referral rewards during the term of these Terms. For each new Digify account subscription that is created with your Promo Code (each, a “Referral”), you will be paid a one-time reward for the first product purchase made by such Referral (a “Reward”). The exact amount of Reward due to you will be calculated as such:
      

      1. Pro Plan: $100
      2. Team Plan: $300
      3. Business Plan: $1,000

   2. Payment Terms: For each Referral, we will pay you after the Referral has completed its first payment for the applicable product purchased above. Notwithstanding anything else, we will not pay any Reward for any Referral that terminates or provide notice of termination within the first thirty (30) days of registering with us. Payment of your Rewards will be made on a quarterly calendar basis. If we determine that payment of Rewards to you in any jurisdiction is illegal, then we may reserve the right to not pay Rewards for any sales made in that jurisdiction. Notwithstanding anything else, you will not be paid any Rewards for any Referrals that are existing or previous Digify customers or for any user accounts made or opened by you (even if associated with another organization). You may not offer cash rebates or other monetary incentives to encourage users to register through your Promo Code.
   3. You Must Provide Us With Payment Information: You can choose to receive your Rewards through Amazon Gift Cards or PayPal, regardless of amount by emailing finance@digify.com to initiate the payout. Alternatively, we offer bank transfers or wires for commissions equal to or greater than USD $1,000. If there are changes to your PayPal email or bank details, please notify us so we can ensure proper commission payments. We will not resend payments returned due to incorrect payment email addresses or bank details. You must also send us any supporting documentation requested by us or our third party payment provider, including a completed W-8 or W-9 form (for USA customers). You are solely responsible for complying with all tax laws in your respective jurisdictions and filing all required tax documentation and for paying your own PayPal, bank or processing fees (if any) for receiving funds.
   4. Referrals Receive A Discount: Each Referral will receive one-time $50 discount on their first invoice for the applicable product purchased above by entering the Promo Code on Digify’s order page.

4. As a Referral Partner: What You Need to Know and Understand
   

   1. We Determine the Policies for the Purchases: Customers who purchase products through Referral Program will be considered customers of Digify. All our rules, policies, and operating procedures concerning customer orders and customer service will apply to those customers. We may change our policies and operating procedures at any time.
   2. Starting Date of these Terms: These Terms will begin upon our acceptance of your Referral Partner application.
   3. We Can Modify these Terms: We may modify any of the terms and conditions in these Terms, at any time in our sole discretion. You will be notified by email and a change notice will be posted on https://digify.com/referralagreement.html. Modifications may include, but are not limited to, changes in the scope of Rewards, payment procedures, and Referral Program rules. If any modification is unacceptable to you, your only option is to end these Terms. Your continued participation in Referral Program following the posting of the change notice or new agreement on our site will indicate your agreement to the changes.

5. Proprietary Rights

   You may share your Promo Code solely to the extent that you are a member in good standing of Referral Program. You agree not to use Digify’s proprietary materials in any manner that is disparaging or that otherwise portrays Digify in a negative light. Digify reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in these Terms, Digify retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to you. You may not use any Digify logo, image, or media without Digify’s prior written consent.

6. Term and Termination
   

   1. How these Terms can be Ended: Either you or we may end these Terms at any time, for any or no reason, by giving the other party written notice. Written notice can be in the form of mail or email (support@digify.com). These Terms will automatically terminate if you earn no referral rewards over a twelve (12)-month period.
   2. Breach of these Terms: Additionally, either party may immediately terminate this Agreement for the other party’s breach of these Terms by giving the other party written notice (email acceptable). If Digify terminates these Terms because of your breach of these Terms, you immediately forfeit all Rewards and other payments owed to you under these Terms, now and in the future, and Digify shall have no further liability to you.

7. As A Referral Partner: More Things You Need To Know and Understand
   
   1. Disclaimer: WE MAKE NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING DIGIFY OR OUR PRODUCTS AND SERVICES. ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RELIABILITY AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED.
   2. Representations and Warranties: You represent and warrant to us that: (i) these Terms has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms; (ii) you have the full right, power, and authority to enter into and be bound by the terms and conditions of these Terms and to perform your obligations under these Terms, without the approval or consent of any other party; (iii) you have no prior or pending private lawsuits against you which relate to alleged intentional torts or alleged violation of any consumer protection or advertising laws.
   3. Limitations of Liability: WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THESE TERMS UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE TERMS, IN NO EVENT SHALL OUR CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL REWARDS PAID TO YOU UNDER THESE TERMS.
   4. Indemnification: You agree to indemnify and hold harmless Digify and its employees, representatives, agents, and affiliates, against any and all claims, suits, actions, or other proceedings brought against Digify based on or arising from any claim resulting from your breach of these Terms. You will pay any and all costs, damages, and expenses, including, but not limited to, reasonable attorneys’ fees and costs awarded against or otherwise incurred by Digify in connection with or arising from any such claim, suit, action, or proceeding.
   5. Miscellaneous: Each party shall be deemed to be independent contractors with respect to the subject matter of these Terms, and nothing contained in these Terms shall be deemed or construed in any manner as creating any partnership, joint venture, employment, agency, fiduciary, or other similar relationship. You may not assign your rights or obligations under these Terms to any party, and any attempt to do so will be void and without effect. We are is free to assign these Terms. These Terms shall be governed by and interpreted in accordance with the laws of the State of Delaware without regard to the conflicts of laws and principles thereof. You may not amend or waive any provision of these Terms unless in writing and signed by both parties. These Terms represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written. If any provision of these Terms is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of these Terms shall have full force and effect.