Go Testify Refer and Earn Agreement

AGREED TERMS

These terms (the "Refer and Earn Agreement") describes how we work together and applies to your participation in our Refer and Earn program ("Refer and Earn Program").

We periodically update these terms. We might also choose to replace these terms in their entirety if, for example, the Refer and Earn Program, ends, or becomes part of an existing program, including our partner programs.

If we update or replace the terms we or the Refer and Earn Tool, we will let you know via electronic means, which may include an in-app notification or by email. If you don’t agree to the update or replacement, you can choose to terminate as we describe below.

1. About us

1.1 Company details: GO TESTIFY LIMITED (company number NI636713) ("we" and "us") is a company registered in Northern Ireland and our registered office is at Unit 17 Ormeau Business Park, 8 Cromac Avenue, Belfast, Antrim, BT7 2JA. We operate the website www.gotestify.com.

1.2 Contacting us: To contact us, telephone our customer service team at +442890 486793 or email us at support@gotestify.com. To give us any formal notice in relation to a matter under this Agreement, please see clause 19 below.

2. Definitions

2.1 In this Agreement, the following terms shall have the following meanings:

3. Our Contract with You

3.1 This Agreement applies to any Referral Lead made by you for the supply of Services by us to the Customer to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing. By referring our business, you are accepting this Agreement on your own behalf or, where you are agreeing on behalf of a third party (e.g. a company) you confirm that you have the permission to enter into this Agreement on behalf of such third party.

3.2 This Agreement is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in this Agreement.

3.3 This Agreement is made only in the English language.

3.4 You are advised to print off a copy of these Terms or save them to your computer for future reference.

4. Referral Acceptance

4.1 Once you complete a form to become a Referrer we will contact you with your unique Referral Link. At times, we may require that you complete certain requirements or certification(s) before we provide you with your Referral Link.

4.2 Once you complete the Refer and Earn Form, the terms and conditions of this Agreement shall apply in full force and effect, until terminated, pursuant to the terms set forth below.

4.3 Your acceptance and participation in the Refer and Earn Program does not mean that you will be accepted into any of our future Go Testify Programs. In order to participate in these programs, you will need to apply in accordance with the relevant application procedure at that time.

4.4 You will comply with the terms and conditions of this Agreement at all times, including any applicable Program Policies.

5. Customer Transactions

5.1 Refer and Earn Program Limits.

- 5.1.2 Each accepted Referral Lead will expire according to the information provided in the Refer and Earn Tool (or if applicable, in the Program Policies) from the date the Referral Lead clicked on the Referral Link that was made available by you.

- 5.1.2 We will pay you Rewards as described in the Refer and Earn Tool (or if applicable, in the Program Policies) for each new Customer who completes an applicable Customer Transaction after clicking on an Referral Lead made available by you, provided that you remain eligible to receive Rewards pursuant to the terms of this Agreement.

- 5.1.3 The start of the Customer’s subscription is determined by the date of the first purchase or sign up (as applicable) of the Subscription Service by the Customer and you will receive a Reward payment for that Customer Transaction only, regardless of any additional purchases made by that customer during their Subscription Service.

- 5.1.4 You will not be entitled to receive Rewards on any additional purchases of Go Testify Services by that same Customer after their first purchase.

5.2 Eligibility.

-5.2.1 To be eligible for Rewards:

--5.2.1.1 an Referral Lead must be accepted and valid in accordance with the ‘Acceptance and Validity’ section

--5.2.1.2 a Customer Transaction must have occurred,

-5.2.2 You are not eligible to receive a Reward or any other compensation from us based on transactions for Other Products or if:

--5.2.2.1 such compensation is disallowed or limited by the law in the United Kingdom and/or the laws and regulations of your jurisdiction;

--5.2.2.2 the applicable Customer objects to or prohibits such compensation or excludes such compensation from its payments to us or Go Testify Referrers;

--5.2.2.3 the Customer has paid or will pay such Rewards, or other compensation directly to you,

--5.2.2.4 the Reward payment has been obtained by fraudulent means, misuse of the Referral Link, in violation of any Refer and Earn Program terms and conditions that we make available to you, misuse of the Refer and Earn Tool or by any other means that we deem to breach the spirit of the Refer and Earn Program.

5.3 Acceptance and Validity.

-5.3.1 You will only be eligible for a Reward payment for any Customer Transactions that derived from Referral Leads generated by the Referral Link that we make available to you and are accepted by Go Testify. An Referral Lead will be considered valid and accepted if, in our reasonable determination:

--5.3.1.1 it is a new potential customer of ours, and

--5.3.1.2 is not, at the time of submission or sixty (60) days prior, one of our pre-existing customers, or involved in our active sales process. Notwithstanding the foregoing, we may choose not to accept a Referral Lead in our reasonable discretion.

-5.3.2 A Referral Lead is not considered valid if it’s first click on the Referral Link is after this Agreement has expired or terminated.

5.4 Engagement with Prospects.

-5.4.1 Once we have received the Referral Lead information, we will engage with the prospect directly, regardless of whether or not the Referral Lead is valid.

- 5.4.2 If an Referral Lead is not valid then we may choose to maintain it in our database and we may choose to engage with such Referral Lead.

-5.4.3 Any engagement between Go Testify and an Referral Lead will be at Go Testify's discretion.

5.5 Rewards and Payment.

-5.1 In order to receive payment under this Agreement, you must have:

--5.1.1 agreed to the terms of this Agreement (generally completed through the Refer and Earn Tool and/or at the time of submitting your Acceptance Form);

--5.1.2 completed all steps necessary to create your account in the Refer and Earn Tool in accordance with our directions (if applicable),

--5.1.3 have a valid referral with whom has purchased our Services.

5.6 Requirements for Payment; Forfeiture.

-5.6.1 Notwithstanding the foregoing or anything to the contrary in this Agreement, if any of the requirements set forth in section remain outstanding for six (6) months immediately following the close of a Customer Transaction, then your right to receive a Reward/s arising from any and all Customer Transactions with the associated Customer will be forever forfeited (each, a “Forfeited Transaction”).

-5.6.2 We will have no obligation to pay you a Reward associated with a Forfeited Transaction. Once you comply with all of the requirements in section 5, then you will be eligible to receive Reward on Customer Transactions, as long as these Customer Transactions do not involve the same Customer associated with a Forfeited Transaction.

5.7 Receiving your Rewards.

-5.7.1 We or the Refer and Earn Tool will determine the Reward mechanism in which we pay the Reward.

-5.7.2 We will not pay more than one Reward or other similar referral fee on any given Customer Transaction (unless we choose to in our discretion).

-5.7.3 You are responsible for payment of all taxes and fees (including bank fees) applicable to the Reward. All amounts payable by us to you are subject to offset by us against any amounts owed by you to us.

-5.7.4 We reserve the right to alter or change the Reward amount and/or Gift as per the Refer and Earn Tool.

-5.7.5 Once the Customer has competed the Onboarding call your Stage 1 Reward will be added to yours and the Customers account on the Platform

-5.7.6 Any Reward you earn will only be payable once the Customer has fully paid their invoice.

6. Training and Support

6.1 We may make available to you, without charge, various webinars and other resources made available as part of our Refer and Earn Program.

6.2 We may change or discontinue any or all parts of the Refer and Earn Program benefits or offerings at any time without notice.

7. Term and Termination

7.1 This Agreement will apply for as long as you participate in the Refer and Earn Program, until terminated.

7.2 Both you and we may terminate this Agreement on fifteen (15) days written notice to the other party without cause.

7.3 If we update or replace the terms of this Agreement, you may terminate this Agreement on fifteen (15) days written notice to us, provided that you send us written notice within ten (10) days after we send you notice of the change.

7.4 We may terminate this Agreement:

-7.4.1 upon thirty (30) days’ notice to you of a material breach if such breach remains uncured at the expiration of such period,

-7.4.2 upon fifteen (15) days notice to you of non-payment of any amount due to us if such amount remains unpaid at the expiration of such period,

-7.4.3 immediately, if you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors,

-7.4.4 immediately, if you breach the terms applicable to your subscription with us (if you have one), including if you default on your payment obligations to us or our affiliate, or

-7.4.5 immediately, if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.

7.5 Expiration of this Agreement, and termination of this Agreement: (i) without cause by us,(ii) by you with cause, (iii) by you according to section 7.4.3, shall not affect our obligation to pay you a Reward, so long as the related payment by the Customer Transaction is recognized by us within thirty (30) days after the date of such termination or expiration.

7.6 We will not pay you fees on Customer Transactions recognized by us after thirty (30) days after the date of such termination or expiration set out in section 7 provided however, in the event of termination without cause by you, or for cause by us, our obligation to pay and your right to receive any Rewards will terminate upon the date of such termination, regardless of whether you would have otherwise been eligible to receive Commission prior to the date of termination.

7.7 Except as expressly set forth in this section, you are not eligible to receive a Reward after expiration or termination of this Agreement.

7.8 Upon termination or expiration, you will discontinue all use of and delete the Refer and Earn Tool that we make available to you for your participation in the Refer and Earn Program. Go Testify Limited will also complete all necessary action to remove your access rights.

7.9 Upon termination or expiration, an Referral Lead is not considered valid, and we may choose to maintain it in our database and engage with such a prospect.

7.10 Upon termination or expiration, you will immediately discontinue all use of our name and/or Brand and references to this Refer and Earn Program from your website(s) and other collateral.

7.11 For the avoidance of doubt, termination or expiration of this Agreement shall not cause a Customer’s subscription agreement to be terminated.

8. Warranties and Indemnity

8.1 Each Party warrants and represents that:

- 8.1.1 it is duly organised, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the power and authority to enter into this Agreement and to fully perform its obligations hereunder;

-8.1.2 it has all necessary rights and authority to execute, deliver and perform this Agreement;

- 8.1.3 it shall comply with all applicable laws and regulations in performing its obligations under this Agreement; and

- 8.1.4 nothing in this Agreement will place it in breach or default of any other instrument or obligation

8.2 You warrant and represent that:

- 8.2.1 you are over the age of 18;

- 8.2.2 the Customer Property will: (i) be and comprise your original work(s); and (ii) shall not infringe any person's copyright or any other Intellectual Property Rights;

- 8.2.3 you have obtained and will obtain all necessary consents, rights, licences and clearances which may be required for the use of the Customer Property on the Platform and carry out the Tests;

- 8.2.4 the Customer Property will comply with all applicable laws;

- 8.2.5 you shall not do or permit any act or thing or make any statement or disclosure which will, or is reasonably likely to, bring the Platform, us, our officers, employees or Affiliates into disrepute or tarnish in any way our name or brand; and

- 8.2.6 the Customer Property shall be free from any viruses, material programming errors, ‘Trojan Horses’, harmful code or malware, or backdoor code or other access methods.

8.3 We do not warrant that:

- 8.3.1 your use of the Platform will be uninterrupted or error-free

- 8.3.2 that the Platform, any documentation and/or the information obtained by you through the Services will meet your requirements; or

- 8.3.3 the Platform will be free from vulnerabilities, including any weaknesses in the software and hardware components that when exploited, results in a negative impact to confidentiality, integrity, or availability of the Platform.

8.4 You agree to indemnify us against all liabilities, costs, expenses, damages and losses suffered or incurred by us arising out of or in connection with:

- 8.4.1 any claim made against us that the Customer Property or any element within the Customer Property infringes any third party Intellectual Property Rights;

- 8.4.2 any claim from a Customer Participant that they have not received any reward or compensation from their participation in the Tests;

- 8.4.3 any claim that you have breached the confidentiality provisions of this Agreement; or

- 8.4.4 any claim that you have breached any applicable laws.

8.5 We agree to indemnify you against all liabilities, costs, expenses, damages and losses suffered or incurred by us arising out of or in connection with any claim made against you that the Platform or any element of the Service (excluding any Customer Property) infringes any third party Intellectual Property Rights.

8.6 The indemnities set out in clause 15.1 and 15.2 shall only be enforceable, if the indemnified party:

- 8.6.1 promptly notifies the indemnifying party in writing of any claim under the indemnity;

- 8.6.2 makes no admission of guilt or liability without the written consent of the indemnifying party; and

- 8.6.3 allows the indemnifying party sole control, and all negotiations for settlement, of any such claim and gives the indemnifying party reasonable assistance in relation to such claim, provided that the indemnifying shall take due account of the indemnified party's representations in the conduct, negotiation and/or settlement of any such claim.

9. Confidentiality

9.1 Each party undertakes that it will not at any time disclose to any person any of the other party's Confidential Information, except as permitted by clause 16.2.

9.2 Each party may disclose the other's confidential information:

- 9.2.1 to such of its respective employees, officers, representatives, subcontractors or advisers (including those of its Affiliates) who need to know such information for the purposes of exercising their respective rights or carrying out our respective obligations under this Agreement. Prior to making any such disclosure, each party will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 15; and

- 9.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

9.3 Each party may only use the other's confidential information for the purpose of fulfilling our respective obligations under this Agreement.

10. Non-solicitation

10.1 You must not attempt to procure services that are competitive with the Services from any of our directors, employees or consultants, whether as an employee or on a freelance basis, during the period that we are providing the Services to you and for a period of six months following termination or expiry of this Agreement.

11. Communication between us

11.1 When we refer to "in writing" in these Terms, this includes email.

11.2 Any notice or other communication given by one of us to the other under or in connection with this Agreement must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.

11.3 A notice or other communication is deemed to have been received:

- 11.3.1 if delivered personally, on signature of a delivery receipt;

- 11.3.2 if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or

- 11.3.3 if sent by email, at 9.00 am the next working day after transmission.

11.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.

11.5 The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.

12. General

12.1 Publicity

- 12.1.1 You agree that we can use your company name and logo on our client lists on the Platform, our website, and any of our marketing materials without prior written approval.

12.2 Assignment, transfer and sub-contracting

- 12.2.1 We may assign, transfer or sub-contract our rights and obligations under this Agreement to another entity but will always notify you by posting on our webpage or via the Platform if this happens.

- 12.2.2 You may only assign, transfer or sub-contract your rights or your obligations under this Agreement to another person if we agree in writing.

12.3 Variation

- 12.3.1 We may need to update this Agreement and change the terms. Where we make any important changes to this Agreement, including the Acceptable Use Policy, Service Level Agreement and/or the Privacy Policy, we will notify you and provide you with an updated copy of the relevant terms.

12.4 Waiver

- 12.4.1 If we do not insist that you perform any of your obligations under this Agreement, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.

12.5 Severance

- 12.5.1 Each paragraph of this Agreement operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

12.6 Third-party rights

-12.6.1 This Agreement is between you and us. No other person has any rights to enforce any of its terms.

12.7 Governing law and jurisdiction

- 12.7.1 This Agreement is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with this Agreement to the exclusive jurisdiction of the Northern Irish courts.