Referral Program Terms

Published May 20th, 2022

1. Introduction

The Loopify Referral Terms regulate requirements and benefits for Loopify Referrers (“You” and “Referrer”) and describe the business relationship between Loopify AS (“we”, “us”, “our” and “Loopify”) and our Referrers. By participating in the Loopify Referral program, you agree to this Agreement

2. Eligibility

In order to enter into this Agreement, you must comply with the Loopify Terms of Use (www.loopify.com/legal/terms) and warrant that you have all sufficient rights to enter into this Referral Agreement on behalf of your company. You also warrant that you have sufficient rights to use and grant us our right to use your trademarks and logo in connection with the Referral Program.

3. Access to Promote and Sell Loopify Products

We grant you a non-transferable, non-exclusive right to promote the Loopify Products by promoting a unique link to the Loopify sign-up page, described as your “referral link”. Companies that enter into an agreement with Loopify using the referral link are described as Customers. Self-referrals are not allowed.

4. Revenue Share

You will receive a Revenue Share of the Net Revenue that is paid to us from our main license fees from the Customer that signs up to Loopify using your referral link. Net Revenue shall be calculated net of any discounts, taxes payable, and refunds not due to a contract breach by Loopify. You will not receive a Revenue Share for other products or services we offer, like implementation, customization, training, or consultancy.

You will receive Revenue Share as long as the Customer maintains their license provided that you maintain your paid Loopify license. If you are on a free Loopify license, when the Customer signs up to Loopify, your Revenue Share will be limited to the first year after the Customer signs up. If you downgrade from a paid Loopify license to free, the referral fees for all existing customers will be limited to one year after sign-up.

We are not obligated to pay Revenue Share or any other compensation from us if:

• such compensation is disallowed or limited by law or regulation in Norway or the laws or regulations of your jurisdiction

• the Customer objects to or prohibits such compensation

• the Customer is an existing Loopify Customer or have been the last six months

• the Customer is involved in our active sales process

• the Customer is an affiliate of your company

We are not obligated to pay more than one Revenue Share for any given Customer, and we may apportion a Revenue Share if more than one has contributed to the close of a sale or provide the Revenue Share to the one that actually secures the business with the Customer. We may, at our own discretion, choose not to accept a Customer.

5. Payouts

Your Revenue Share will be paid out the latest 14 days after the end of each fiscal quarter provided a minimum level of $50 using the payout service Wize. This requires that you register your IBAN. Loopify covers cost issues from Wize. We will not cover any further cost from your bank or other institutions that your bank uses related to the transfer of the Revenue Share. If you are on a paid Loopify license, you may, at any time before the payout is made, transfer the Revenue Share balance to the “pre-paid credit” balance in Loopify. All amounts payable by us to you are subject to offset by us against any amounts owed by you to us.

6. Referral Revenue Share Percentage

The Revenue Share percentage will be described in the Loopify Partner portal. Adjustments to the Terms will be published on the Partner portal and communicated actively with existing Referrers. Changes in the Terms will apply for new Customers registered after the new Terms take effect.

7. Referrer Requirements

You will keep an active (paid or free) Loopify license for your own company to maintain your status as a Loopify Referrer.

8. Taxes Applicable to Revenue Share

You are responsible for the payment of all applicable taxes related to the Revenue Share. VAT will be added to the payment for Norwegian Partners. All other Partners will receive Revenue Share without added VAT. This is subject to changes by law.

9. Trademarks

You grant us a nonexclusive, non-transferable, royalty-free right to use and display your trademarks and logo in connection with the Referral Program.

We grant you a nonexclusive, non-transferable, royalty-free right to use our trademark and logo in connection with the Referral Program. You must not use our trademark in a way that implies we endorse your services or use our trademark in violation of law or in connection with an indecent or unlawful activity.

10. Proprietary Rights

Intellectual property laws protect the Loopify Software. The Loopify Software belongs to and is the property of Loopify. We retain all ownership rights to the Loopify Software. You agree not to copy, rent, lease, distribute, sell or create work derived from the Loopify Software in whole or in part.

11. Non-exclusivity

This Agreement does not create any form of an exclusive agreement between you and us, and both parties are entitled to recommend and work with other suppliers of similar products or services.

12. Term and Termination

We may update and change any part of this Agreement. Updates will be posted at www.loopify.com/legal/referral-program and will become effective in the next business day. You will also be notified by email or in writing of such changes. If you disagree with the new Agreement, you must notify us in writing within 30 days after the notification, and this Agreement will terminate 90 days after we receive this notice. Our relationship will continue to be governed by the latest version of this Agreement prior to modification for the remainder of the Agreement term.

Both you and we may terminate this Agreement without cause on 90 days written notice. We may terminate this Agreement and/or suspend your, or the Customers access to the Loopify Products immediately upon a material breach of this Agreement or non-payment of any amount due to us if such amount remains unpaid 15 days after notice or 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, or if we determine that you are acting in a way that has or may negatively reflect on or affect us, our prospects, or our customers. You are not eligible to receive a Revenue Share after the expiration of this Agreement.

Upon expiration, the Partner portal will no longer be available. You will immediately discontinue all use of our trademark. Termination or expiration of this Agreement shall not cause your or a Customers subscription agreement to be terminated.

13. Confidentiality

By entering into this Agreement, you will also accept our Non-Disclosure Agreement, see www.loopify.com/legal/nda.

14. Compliance with Laws

You represent and warrant that your use of Loopify will comply with all applicable laws and regulations and are responsible for determining whether the use of Loopify is in conflict with any regulations or laws in the market you operate in and/or send communication to, like the EU Data Privacy Laws, HIPAA or GLB. Loopify will not be liable if you use our Service in a way that does not comply with the legal regulations.

You may not use our Service for any unlawful or discriminatory activities, including acts prohibited by the Federal Trade Commission Act, Fair Credit Reporting Act, Equal Credit Opportunity Act, or other laws that apply to commerce.

If you are located in the EU/EEA or Switzerland or process data on behalf of EU/EEA and Swiss individuals, you warrant that you have express consent from all subscribers to transfer any form of subscriber data to Loopify and that you have collected, stored and used all data in compliance with all data protection laws and regulations that apply in the country you are located in and in the countries you send to. You will clearly describe in writing how you plan to use any data you collect, store, and process, including the use of these data in Loopify, and that you will comply with your privacy policy. You also warrant that you have the necessary permission to allow Loopify to receive and process data and send communications to that individual on your behalf.

15. No Warranties

To the maximum extent permitted by law, Loopify disclaims all warranties, express or implied, including but not limited to warranties of fitness for any particular purpose, merchantability, or non-infringement. The Service is delivered “as is” and “as available”. We do not warrant that the Service is error-free, and we do not warrant any kind of result by using the Service. All use of our Service is at your sole risk. Loopify is not responsible for the behavior of any Users or the behavior of any external entity or person and disclaims any warranties that are made by others on our behalf.

16. Limitation of Liability

To the maximum extent permitted by law, you assume full responsibility for any loss that results from your use of our Service. Loopify and our Providers shall under no circumstances be liable to you or any other person for any loss or damage that results from your use of our Service, including but not limited to indirect, punitive, special or consequential damages, loss of data, loss of profit or revenue, failure to achieve expected opportunities or savings, even if they are based on negligence, or we have been advised of the possibility of those damages. Our total liability for all claims made about the service or Partner Program in any month will be no more than that total Revenue Share associated with the affected Customer the same month.

17. Indemnity

You will indemnify and hold Loopify (and our officers, directors, employees, agents, service providers, licensors, and affiliates) harmless from any losses, including attorney fees that result from claims that are not allowed under this Agreement or our Terms of Use, and any third-party claims that result from the use of Loopify that violate this Agreement or our Terms of Use.

18. Charge of Attorney Fees

We are entitled to recover a reasonable fee to cover the cost from attorneys and time spent by our Providers if we have to provide information in response to a subpoena or if we prevail in legal action against you due to breach of these Terms.

19. Assignments

You may not assign any of your rights under this Agreement to anyone else without written approval from Loopify. We may assign our rights to any other individual or entity at our own discretion.

20. Choice of Law

Any disputes or litigation between you and Loopify relating to these Terms and your use of the Service will take place in The Norwegian Court in Oslo, Norway.

21. Force Majeure

Loopify will not be liable for any failure or delay on any part of our Service for the period that such failure or delay is beyond our reasonable control and could not reasonably have been foreseen or provided against. This includes but is not limited to war, riots, fire, flood, hurricane, typhoon, earthquake, lightning, explosion, strikes, lockouts, slowdowns, prolonged shortage of energy supplies, and acts of state or governmental action prohibiting or impeding us from performing our obligations under these Terms.

22. Survivability and Severability

The following sections of these Terms will continue to apply even if the Agreement is terminated: Proprietary Rights, Compliance with Laws, No warranties, Indemnity, Choice of Law.

23. Notices

Notices to us are regarded as effective when sent to the following address: Loopify AS, Madserud allé 34, 0274 Oslo, Norway Attn: Legal Department. Notices from us are effective when sent to your registered email for your user account or sent to the physical account address you have registered in Loopify.