Infiflex Referral Program Terms and Conditions

This Referral Program (the “Program“) is sponsored and administered by Infiflex Inc. (“Infiflex“). The Program is governed by these terms and conditions (“Official Rules“). By participating in the Program, each Referrer (as defined below) accepts and agrees to comply with these Official Rules, as determined by the sole discretion of Infiflex or its agents. Acceptance of the Official Rules in its entirety is required to be considered and participate in the Program. Infiflex reserves the right in its sole discretion to modify, suspend, terminate, or cancel the Program at any time by amending these Official Rules and publishing them on its website. Following any modification to the Official Rules, Referrer’s continued use of the Program constitutes acceptance of the amended Official Rules, and the Program as is in full force at the time of said change(s).

Participation
(a) Infiflex will make all determinations regarding participation in the Program. Infiflex may terminate any participant from the Program or cancel the entire Program at any time for any reason by giving written notice to participants.

(b) An individual is not eligible to participate in the Program if they work for an employer which has a contractual compensation arrangement with Infiflex other than these Program Terms or is a Infiflex employee who is paid commissions.

(c) Infiflex will not double pay for referrals.
Payment
For each qualified referral (as defined in section 13 of these Program terms) of a potential Infiflex customer or potential Infiflex partner resulting in a meeting conducted between Infiflex and the referral company to demo the Infiflex services, Infiflex shall pay the Referrer a bonus of $75. If Infiflex subsequently executes a Proof-of-Concept of Infiflex services for the qualified referral, Infiflex shall pay Reseller an additional $150 bonus. If a qualified referral becomes a successful referral (as defined in section 13 of these Program Terms), Infiflex will pay the Reseller a bonus equal to the average monthly recurring revenue for that customer over the first 90 days of billing. If the qualified referral signs a Reseller Partner Agreement with Infiflex, Infiflex shall pay Reseller a bonus of $100. Infiflex will direct payment to the individual or entity named as Referrer as submitted with the referral via infiflex.com/refer. Infiflex will not pay any Referrer until the Referrer has provided a completed W-9 form to Infiflex. Infiflex is not required to give specific reasons why a particular referral has not been deemed a qualified or successful referral, or to make these decisions in a specific amount of time.
Independent Contractor
Each participant in the Program is an independent contractor, and no participant is authorized to act on Infiflex’s behalf. The participant hereby acknowledges that Infiflex does not direct it how to perform its obligations. Nothing in these Program Terms will be construed to create a joint venture, employer-employee relationship, partnership, or association between Infiflex and the participant.
Trademarks
The participants shall not use any trademarks, copyrighted materials, patents, names, logos or other intellectual property owned or licensed by Infiflex, except as they may be included in materials provided by Infiflex.
Indemnification
The participant shall indemnify Infiflex and its representatives against any claims arising from its participation in the Program. This obligation includes court costs and attorney’s fees.
Warranty Disclaimers. Limit of Liability.
(a) Participation in the Program is at the participant’s own risk. Infiflex provides the program “as is” without warranty of any kind, express or implied.

(b) In no event will Infiflex be liable for incidental or consequential damages or for loss of profits, revenue, or data as a result of claims arising out of or connected with these program terms or the program, whether brought in contract or tort, even if Infiflex has been advised of the possibility of such damages. This limitation does not apply to amounts owed under section 2 of these Program Terms.
Amendment
Infiflex may change the Program Terms at any time by updating the Official Rules on its website. Participation in the Program at any time after Infiflex provides this notice will constitute acceptance of the changes.
Notices
Infiflex may give notice under this agreement in any reasonable manner, including by email using the email address submitted with the referral via infiflex.com/refer.
Governing Law. Jurisdiction
These Program Terms are governed by the laws of the State of Texas. The parties hereby consent to the exclusive personal jurisdiction of the courts in Texas and waive any objection as to venue or inconvenient forum.
Assignment
Infiflex may assign its rights and obligations under this agreement to any party. The participant shall not assign its rights or obligations under this agreement without Infiflex’s written consent.
Waivers
Failure to enforce a right or provision under this agreement does not constitute a waiver of that right or provision.
Definitions
In this agreement, the following definitions apply: “qualified referral” means a business which (1) a participant submits as a referral using Infiflex’s referral submission form at infiflex.com/refer; (2) is not a current, pending, or last-90-days customer of Infiflex, based on the date the referral is submitted; (3) is not the participant’s employer; (4) has a personal connection to the participant; and (5) is willing to discuss purchasing an Infiflex product or partnership. “Successful referral” means a qualified referral which (1) purchases Infiflex’s products or solutions no more than 12 months after the referral was submitted and (2) keeps current with payments for 90 days after the start of billing.