CUSTOMER REFERRAL PROGRAM TERMS AND CONDITIONS

Data41 Inc. (“Data41” or “We”) offers brand supporters (“Referrer” or “You”) the opportunity to participate in its referral program (the “Program”). We reserve the right to amend or terminate the Program at any time, for any reason. The Program is administered by Data41.

Referrers are bound by these Terms and Conditions by participating in the Program. By participating in the Program, Referrers agree to use the Program in the manner specified in these Terms and Conditions. If you do not agree to these Terms and Conditions in their entirety, you are not authorized to register as a Referrer or to participate in the Program in any other manner. Referrers may not participate in the Program where doing so would be prohibited by any applicable law or regulations.

We reserve the right to modify or amend at any time these Terms and Conditions and/or the methods through which rewards are earned. We reserve the right to disqualify any Referrers from participation in the Program at any time at our sole discretion, including without limitation if he/she does not comply with any of these Terms and Conditions or otherwise fails to comply with any applicable laws (including, without limitation, through any failure to include any disclosures as required by the FTC or otherwise required by Data41).

Children.

No part of the program is directed to persons under the age of 18. IF YOU ARE UNDER 18 YEARS OF AGE, YOU MAY NOT USE, ACCESS OR PARTICIPATE IN THE PROGRAM AT ANY TIME OR IN ANY MANNER.

I. How the Program Works

A. Program Participation, Generally

To participate in the Program, Referrers should visit Data41.com/referral-program and follow the on-screen instructions to refer friends or colleagues to the program by entering their contact information in the relevant fields.
Individuals who receive a referral via a Referrer are “Friends” (or, singly, a “Friend”). An “Eligible” Referrer who is fully compliant with these Terms and Conditions may receive “Reward(s)” for every “Qualified Referral” (all terms in quotes to be understood as defined below).
By participating in the Program, a Referrer represents that he or she has her Friends’ prior consent to provide their contact information.

B. Eligible Referrer

To be “Eligible,” a Referrer must:
Be an individual who previously worked or currently works for a Data41 customer;
Be a legal resident of the United States of America; and
Be at least 18 years old.

C. Making a Referral

A Referrer must register at Data41.com/referral-program to make a referral. No previous purchase is required (purchasers and non-purchasers alike are eligible). Once a Referrer refers a Friend, he/she will be provided with a confirmation email, and will be contacted if a Qualified Referral is made by the referred Friend within 12 months.
Referrers must respect the spirit of the Program by only referring real individuals who meet the requirements of these Terms and Conditions. Referrers cannot refer themselves. For example, a Referrer may not participate in the Program using multiple or fake email addresses or identities.

D. Qualified Referrals

A “Qualified Referral” means that all the following conditions are met:
The Friend completed the purchase of at least $25,000 USD of Data41 services in one order, and purchased through a direct sales representative. If a Friend purchases from or registers with Data41 using any other method, the registration will not count as a Qualified Referral and the Referrer will not earn Credit;
The Friend had not previously made a purchase with Data41 under any email address or alias;
The Friend is a) a legal resident of the United States of America and b) at least 18 years old; and
Only one Qualified Referral can be earned for each Friend, up to a maximum of ten (10) Friends per calendar year, unless otherwise allowed by Data41. Any additional or subsequent purchases made by a Friend will not be considered Qualified Referrals and thus not be entitled to the benefits of Qualified Referrals.

E. Earning Rewards

Referrer shall receive one (1) reward (each, a “Reward”) in the form and value determined by Data41 for each verified Qualified Referral generated by Referrer. A maximum of ten (10) Rewards may be earned by Referrer per calendar year for Qualified Referrals. Any additional or subsequent referrals made by a Referrer will not be considered Qualified Referrals and thus not be entitled to the Reward, unless otherwise allowed by Data41.
Rewards may be redeemed in various forms in Data41’s sole discretion, including, but not limited to in the form of gift cards and donations. Restrictions may apply. For example, if the Reward is in the form of a gift card, gift certificate or voucher, it may be subject to the issuer’s terms and conditions.

F. Verified Qualified Referrals

Rewards are subject to verification. Data41 may delay a Reward for the purposes of investigation. Data41 may also refuse to verify and process any transaction Data41 deems, in its sole discretion, to be fraudulent, suspicious, in violation of these Terms and Conditions, or believes will impose potential liability on Data41, its subsidiaries, affiliates or any of their respective officers, directors, employees, representatives and agents. All of Data41’s decisions are final and binding, including decisions as to whether a Qualified Referral, or Reward is verified.

G. Transfer and Value of Credit and Rewards

Rewards have no monetary value and may not be redeemed for cash. Rewards are not transferable and may not be auctioned, traded, bartered or sold. Upon termination of the referral program or any portion thereof for any reason, any unredeemed Rewards that have not yet been delivered to Referrer are forfeited.

II. Privacy.

Referrers may participate in the Program made available by Data41 in order to refer their Friends to Data41 as potential new Data41 customers. To do this, Referrers must necessarily submit personal information about themselves and their Friends, such as name and e-mail address information, so that Data41 can send communications to the Friends on the Referrers’ behalf. The personal information will be collected, processed and used in accordance with Data41’s Privacy Statement, which can be found at https://www.data41.com/privacy-policy . Referrers understand that, in addition to the initial communications to Friends, Data41 may also use the personal information to send to Friends additional follow-up communications on behalf of the Referrers in order to encourage or remind the Friends to complete a purchase. The personal information may also be used by Data41 to contact Referrers with regards to their participation in the Program and to send to Referrers additional communications from Data41.

III. Content Ownership and Use.

A. Data41’s services contain Content that includes: designs, text, graphics, images, video, information, logos, button icons, software, audio files, computer code, and other content (collectively, “Content”). As between Referrer and Data41, all Content is the property of Data41 or its licensors and is protected under copyright, trademark, and other laws. The compilation (meaning the collection, arrangement, and assembly) of all Content on Data41’s services is the exclusive property of Data41 and is protected by copyright, trademark, and other laws.

B. License to You

Data41 authorizes you, subject to these terms, to access and use Data41’s online platform, the Program, and the Content solely for your personal, noncommercial use. This license is revocable at any time without notice and with or without cause. Unauthorized use of the Content may violate copyright, trademark, and applicable communications regulations and statutes and is strictly prohibited. You must preserve all copyright, trademarks, service marks, and other proprietary notices contained in the original Content on any copy you make of it.

C. License to You

The registered or unregistered logos, product and service names contained in Data41’s services are or may be trademarks of Data41 or its licensors (the “Marks”). Without Data41’s prior written permission, and except as solely enabled by any link as provided by Data41, you agree not to display or use in any manner the Marks.

D. User-Submitted Content

The registered or unregistered logos, product and service names contained in Data41’s services are or may be trademarks of Data41 or its licensors (the “Marks”). Without Data41’s prior written permission, and except as solely enabled by any link as provided by Data41, you agree not to display or use in any manner the Marks.

IV. Liability.

A. By participating in the Program, Referrers agree to:

Be bound by these Terms and Conditions, the decisions of Data41 and its designees, and the Privacy Policy of Data41;
Defend, indemnify, release and hold harmless Data41, its parent companies, affiliates and subsidiaries, together with their respective employees, directors, officers, licensees, licensors, shareholders, attorneys and agents including, without limitation, their respective advertising and promotion entities and any person or entity associated with the production, operation or administration of the Program (collectively, the “Released Parties”), from any and all claims, actions, demands, damages, losses, liabilities, costs or expenses caused by, arising out of, in connection with, or related to Referrers’ participation in the Program (including, without limitation, any property loss, damage, personal injury or death caused to any person(s) and/or the awarding, receipt and/or use or misuse of the Program or any Reward); and

B. Data41 shall not be liable for:

Late, lost, delayed, stolen, misdirected, incomplete, unreadable, inaccurate, unreliable, garbled or unintelligible entries, communications or affidavits, regardless of the method of transmission;
Telephone system, telephone or computer hardware, software or other technical or computer malfunctions, lost connections, disconnections, delays or transmission errors;
Data corruption, theft, destruction, unauthorized access to or alteration of entry or other materials;
Any printing, typographical, administrative or technological errors in any websites or materials associated with the referral program; or
Claims, demands, and damages in disputes among Referrers or between Referrers and Friends; or
Any other injuries, losses or damages of any kind resulting from acceptance, possession or use of a reward, or from participation in the Program, that were not reasonably foreseeable to Data41 at the relevant time.

C. Data41 disclaims any liability for damage to any computer system resulting from participating in, or accessing or downloading information in connection with the Program, and reserves the right, in its sole discretion, to cancel, modify or suspend the Program should a virus, bug, computer problem, unauthorized intervention or other cause beyond Data41’s control corrupt the administration, security or proper operation of the Program.

D. Data41 shall not be liable to any Referrer for failure to supply any Reward or any part thereof, by reason of any acts of God, any action(s), regulation(s), order(s) or request(s) by any governmental or quasigovernmental entity (whether or not the action(s), regulations(s), order(s) or request(s) prove(s) to be invalid), equipment failure, threatened terrorist acts, terrorist acts, air raid, blackout, act of public enemy, earthquake, tornado, tsunami, war (declared or undeclared), fire, flood, epidemic, explosion, unusually severe weather, hurricane, embargo, labor dispute or strike (whether legal or illegal), labor or material shortage, transportation interruption of any kind, work slowdown, civil disturbance, insurrection, riot, or any other similar or dissimilar cause beyond any of the released parties’ control.

E. Data41 reserves the right to cancel or suspend the Program should Data41 determine, in its sole discretion, that the administration, security or fairness of the Program has been compromised in any way.

F. Disclaimer of Warranties

REFERRERS EXPRESSLY UNDERSTAND AND AGREE THAT: (A) YOUR USE OF THE PROGRAM IS AT YOUR SOLE RISK; THE PROGRAM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND DATA41 EXPRESSLY DISCLAIMS ALL WARRANTIES, CONDITIONS AND TERMS (COLLECTIVELY, “PROMISES”) OF ANY KIND, WHETHER EXPRESS OR IMPLIED BY STATUTE, COMMON LAW OR CUSTOM, INCLUDING, BUT NOT LIMITED TO, WARRANTIES AS TO PRODUCTS OR SERVICES OFFERED THROUGH THE USE OF THE PROGRAM, IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT; (B) DATA41 MAKES AND GIVES NO WARRANTY THAT (i) THE PROGRAM WILL MEET YOUR REQUIREMENTS OR BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, (ii) THE RESULTS OBTAINED FROM THE USE OF THE PROGRAM WILL BE ACCURATE OR RELIABLE, (iii) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE PROGRAM WILL MEET YOUR EXPECTATIONS, AND (iv) ANY ERRORS IN THE SERVICE WILL BE CORRECTED; AND (C) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PROGRAM IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH MATERIAL.

G. Limitation of Liability and Indemnification

REFERRERS EXPRESSLY UNDERSTAND AND AGREE THAT DATA41 (INCLUDING ANY VENDORS AND SERVICE PROVIDERS ASSOCIATED WITH OR ASSISTING IN PROVIDING THE PROGRAM) SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF DATA41 WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE PROGRAM; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH, FROM, OR AS A RESULT OF THE PROGRAM; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OR THROUGH THE PROGRAM; OR (v) ANY OTHER MATTER RELATING TO THE PROGRAM. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS IN THIS PARAGRAPH MAY NOT APPLY TO YOU.
TO THE FULLEST EXTENT POSSIBLE BY LAW, DATA41’S (INCLUDING ANY VENDORS AND SERVICE PROVIDERS) MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE PROGRAM, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY, OR OTHERWISE), SHALL NOT EXCEED $100 USD.
REFERRERS SHOULD USE THE PROGRAM AT THEIR OWN RISK.

V. Conduct.

A. If a solution cannot be found to restore the integrity of the Program after the occurrence of Prohibited Conduct (as defined below), Data41 reserves the right to cancel, change, or suspend the Program.

B. Prohibited Conduct, Generally

Referrers agree not to use the Program to:
Violate applicable law;
Infringe the intellectual property rights of Data41 or any third parties;
Stalk, harass, or harm another individual;
Collect or store personal data about other Referrers;
Impersonate any person or otherwise misrepresent Referrer’s identity;
Interfere with, disrupt or violate the Terms and Conditions or servers or networks connected to the Program; or disobey any requirements, procedures, policies, or regulations of such networks;
Interfere with another Referrer’s use of the Program;
Attempt to gain unauthorized access to the Program, other accounts, computer systems, or networks connected to the Program;
Transmit any file that contains viruses, worms, trojan horses, or any other contaminating or destructive features;
Conduct any illegal activity or solicit the performance of any illegal activity or other activity that infringes the rights of others;
Resell, barter, trade, auction or otherwise generate income by providing access to the Program to others.

C. Bulk Distribution (“Spam”)

If a Referrer provides a Personal Link to Data41.com/ referral-program to a Friend by email, the email must be created and distributed in a personal manner that is appropriate and customary for communications with friends, colleagues and family members.
Bulk referrals, distribution to strangers, or any other promotion of a Program in a manner that would constitute or appear to constitute unsolicited commercial email or “spam” in Data41’s sole discretion is expressly prohibited and may be grounds for immediate termination of the Referrer’s participation in the Program. Data41 has a no-tolerance spam policy.
Data41 has no obligation to monitor the content provided by Referrers; however, Data41 may choose to do so and block any email messages, remove any such content, or prohibit any use of the Program.
While Data41 is the actual sender of the referral email, each Referrer must nonetheless comply with applicable law. Referrers who do not comply with the law, including antispam laws, are obligated to indemnify Data41 and all of the Released Parties against any liabilities, costs and expenses incurred as a results of such violation.

D. Fraudulent and Suspicious Behavior

Data41 may prohibit a Referrer from participating in the Program or receiving a Reward, in Data41’s sole discretion, if Data41 determines that such Referrer is attempting to undermine the fairness, integrity or legitimate operation of the Program in any way by cheating, hacking, deception, or any other unfair playing practices of intending to annoy, abuse, threaten or harass any other Referrers or any representatives of Data41.
Use of any affiliate website, affiliate network properties, automated systems, script, or macro to participate is strictly prohibited and will result in disqualification.
Referrers may not enter with multiple or fake emails addresses or accounts, use fictitious identities or use any system, bot or other device or artifice to participate in the Program or receive a Reward.
Data41 reserves the right to disqualify any Referrer and/or cancel any Reward(s) if Data41 finds a Referrer to be tampering with the entry process or the operation of the Program or violating these Terms and Conditions in any way.
CAUTION: ANY ATTEMPT TO DELIBERATELY DAMAGE OR UNDERMINE THE LEGITIMATE OPERATION OF THE PROGRAM MAY BE IN VIOLATION OF CRIMINAL AND CIVIL LAWS AND WILL RESULT IN DISQUALIFICATION FROM PARTICIPATION IN THE PROGRAM. SHOULD SUCH AN ATTEMPT BE MADE, DATA41 RESERVES THE RIGHT TO SEEK REMEDIES AND DAMAGES (INCLUDING ATTORNEY FEES) TO THE FULLEST EXTENT OF THE LAW, INCLUDING CRIMINAL PROSECUTION.

VI. Suggestions and Submissions.

A. Data41 appreciates hearing from users and welcomes your comments regarding the Program. Please be advised, however, that Data41 does not accept or consider creative ideas, suggestions, inventions, or materials (“Creative Ideas”) other than those which we have specifically requested. While Data41 values your feedback on the program, please be specific in your comments and do not submit Creative Ideas. If, despite this request, you send Data41 Creative Ideas, Data41:

Shall own, exclusively, all now known or later discovered rights to the Creative Ideas;
Shall not be subject to any obligation of confidentiality and shall not be liable for any use or disclosure of any Creative Ideas; and
Shall be entitled to unrestricted use of the Creative Ideas for any purpose whatsoever, commercial or otherwise, without compensation to you or any other person.

VII. Applicable Law; Arbitration; Class Waiver; and Waiver of Jury Trial.

A. Any and all disputes, claims and causes of action arising out of or related to the Program or any Reward or other prize awarded pursuant to the Program or to this agreement shall be resolved under California law (without reference to its conflicts of laws principles).

B. Referrers and Data41 agree to submit to the personal and exclusive arbitration of any disputes relating to the use of Data41’s services under the rules of the American Arbitration Association. Any such arbitration, to the extent necessary, shall be conducted within Orange County in the state of California. Referrers covenant not to sue or otherwise bring a claim against Data41 in any other forum.

C. Referrers also acknowledge and understand that, with respect to any dispute with the Released Parties arising out of or relating to Referrers’ use of the Program or this agreement:

REFERRERS ARE GIVING UP THEIR RIGHT TO HAVE A TRIAL BY JURY; and
REFERRERS ARE GIVING UP THEIR RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INVOLVING ANY SUCH DISPUTE.

VIII. General Terms.

A. These terms constitute the entire agreement between Referrers and Data41 concerning Referrers’ use of the Program. The failure of Data41 to exercise or enforce any right or provision of these terms shall not constitute a waiver of such right or provision. If any provision of these terms is found by a court of competent jurisdiction to be invalid, Data41 and Referrers nevertheless agree that the court should endeavor to give effect to the intentions reflected in the provision, and that the other provisions of these terms shall remain in full force and effect. The section titles in these terms are for convenience only and have no legal or contractual effect. A person who is not a party to these terms shall have no right to enforce or receive the benefit of any of these terms.

CUSTOMER REFERRAL PROGRAM TERMS AND CONDITIONS

I. How the Program Works

II. Privacy.

III. Content Ownership and Use.

IV. Liability.

V. Conduct.

VI. Suggestions and Submissions.

VII. Applicable Law; Arbitration; Class Waiver; and Waiver of Jury Trial.

VIII. General Terms.

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