Last Updated: 2022-04-22

Virtue Digital S.R.L. ("Virtue Digital," "we," "us," or "our") offers a referral program ("Program") that allows eligible users ("Referrer," "you," or "your") to earn rewards by referring new qualifying merchants ("Referred Merchant" or "Business") to Virtue Digital. These Terms and Conditions ("Terms") govern your participation in the Program.

1. Program Overview

1.1. The Program allows Referrers to earn rewards ("Rewards") when a Business they refer successfully activates and maintains a paid Virtue Digital account.

1.2. Referral Methods. A Business may be referred through one of the following methods:

• (a) Unique Referral Link: Referrer shares their unique referral link with the Business. The Business clicks the link and completes the registration process themselves.
• (b) Referrer-Initiated Account Setup: Referrer initiates the account creation process by entering business information provided directly by the Business. The Business then receives an email to complete registration, activate the account, and accept Virtue Digital's Terms of Service and Privacy Policy.

1.3. Qualifying Conditions. To qualify for a Reward, all of the following must occur:

• The Business must not have an existing Virtue Digital account at the time of referral.
• The Business must be referred through the Referrer's unique referral link or through a Referrer-initiated account setup that is properly attributed to the Referrer.
• The Business must complete the activation process and affirmatively accept Virtue Digital's Terms of Service and Privacy Policy.
• The Business must maintain an active paid subscription for a minimum period specified in the Program details (e.g., 30 days) without cancellation or chargeback.

1.4. Rewards. By default, the Reward is 10% of each recurring invoice paid in full by the customer. The Reward is payable 30 days after the customer's payment (to allow for refunds). Additionally, for the second monthly invoice paid in full by the customer, the Reward shall be 100% of that invoice amount as a bonus, also payable 30 days after payment

2. Referrer's Independent Status

2.1. Independent Contractor. The Referrer is an independent user of Virtue Digital. Nothing in these Terms creates an employment, agency, partnership, joint venture, or franchise relationship between Referrer and Virtue Digital.

2.2. No Authority to Bind Virtue Digital. Referrer has no authority to:

• Act on behalf of or bind Virtue Digital in any way.
• Make representations, warranties, or promises regarding Virtue Digital's services, pricing, features, or availability beyond the information publicly available on the Virtue Digital website.
• Use Virtue Digital's name, logo, or trademarks in any manner that implies endorsement, sponsorship, or official affiliation beyond sharing the provided Referral Link.
• Enter into any contract or agreement on Virtue Digital's behalf.
• Modify or waive any of Virtue Digital's Terms of Service, Privacy Policy, or pricing.

2.3. Responsibility for Taxes. Referrer is solely responsible for all taxes, duties, or other governmental charges arising from receipt of any Reward.

3. Referrer Obligations and Prohibited Conduct

Virtue Digital reserves the right to disqualify any Referrer from the Program, void all pending and unpaid Rewards, and terminate the Referrer's own Virtue Digital account if Referrer engages in any of the following prohibited activities:

3.1. Consent and Authorization for Account Initiation. If using the Referrer-Initiated Account Setup method (Section 1.2(b)), Referrer warrants and represents that:

• (a) All business information entered was provided directly by the Business or an authorized representative of the Business.
• (b) The Business has explicitly authorized Referrer to initiate the account creation process on its behalf.
• (c) Referrer has not used any contact information, business data, or customer lists obtained from third parties, previous employers, competitors, or any source other than direct communication with the Business itself.

3.2. Misrepresentation of Relationship. Referrer shall not represent themselves as an employee, agent, partner, authorized representative, or official reseller of Virtue Digital. Referrer shall not use a business name, email address, or social media handle that could reasonably be confused with Virtue Digital.

3.3. Misleading Statements Regarding Services. Referrer shall not describe Virtue Digital as an "upgrade," "update," "replacement," "new version," or "continuation" of any other company's product or service. Referrer shall not imply that a transition to Virtue Digital is mandatory, automatic, or endorsed by any third party.

3.4. Unauthorized Use of Third-Party Data. Referrer shall not use contact lists, customer databases, client information, trade secrets, or proprietary commercial data belonging to any previous employer, business partner, competitor, or any other third party to solicit referrals for Virtue Digital.

3.5. Business Activation Required. Referrer acknowledges that a Business account is not complete and Referrer is not entitled to any Reward until the Business has:

• (a) Received the activation email.
• (b) Completed the registration process.
• (c) Affirmatively accepted Virtue Digital's Terms of Service and Privacy Policy.
• (d) Activated a paid subscription.

Referrer shall not attempt to activate an account on behalf of a Business or bypass the Business's required acceptance of legal terms.

3.6. Spam and Unsolicited Communications. Referrer shall comply with all applicable anti-spam laws, including the EU ePrivacy Directive and GDPR. Referrer shall not send unsolicited bulk emails, SMS messages, or automated communications. All referral communications must be to individuals with whom Referrer has a pre-existing personal or business relationship.

3.7. Self-Referral and Fraud. Referrer shall not create multiple accounts, refer themselves, refer businesses they own or control under different names, or use false or misleading information to earn Rewards.

3.8. Use of Virtue Digital Brand. Referrer may only use Virtue Digital-approved logos, banners, and marketing materials provided through the Program interface. Referrer shall not alter, modify, or create derivative works of Virtue Digital's trademarks without prior written consent.

4. Optional Account Access Granted by Business

4.1. Separate from Referral Program. After a Business has successfully activated its Virtue Digital account, the Business may independently choose to grant the Referrer access to help manage the Business's account. This access is entirely separate from the Referral Program and is controlled solely by the Business through Virtue Digital's "Team Members" or "User Management" settings.

4.2. No Automatic Access. Participation in the Referral Program does not grant Referrer any right, permission, or ability to access, view, or manage any Business account. Access is only possible if the Business affirmatively grants it through the account settings after activation.

4.3. Limited Access Only. Any access granted by the Business is limited to the specific permissions selected by the Business (e.g., menu editing, order viewing). The Business retains full administrative control and the ability to revoke access at any time.

4.4. Referrer's Responsibility When Access Granted. If a Business grants Referrer access to its account:

• (a) Referrer acts as an agent of the Business, not as an agent of Virtue Digital.
• (b) Virtue Digital provides only the technical platform for the Business to manage its own access permissions. Virtue Digital is not a party to any arrangement between Referrer and Business.
• (c) Referrer is solely responsible to the Business for all actions taken while accessing the Business's account.
• (d) Referrer shall indemnify and hold harmless Virtue Digital against any claims by the Business arising from Referrer's actions within the Business's account.

4.5. Prohibited Circumvention. Referrer shall not:

• (a) Attempt to obtain the Business's primary login credentials (username/password).
• (b) Use the Referrer-Initiated Account Setup process to retain access to the Business's account without the Business's knowledge or consent.
• (c) Mislead the Business regarding the nature or extent of access being granted.

5. Data Protection and Privacy (GDPR)

5.1. Independent Controllers. Referrer and Virtue Digital are independent data controllers with respect to any personal data processed in connection with the Program.

5.2. Referrer's GDPR Obligations. Referrer warrants that they have a valid lawful basis under Article 6 of the GDPR (such as consent or legitimate interest) to collect and share any Business contact information with Virtue Digital for the purpose of the Program. Referrer shall provide all necessary privacy notices and obtain all required consents.

5.3. Virtue Digital's Processing. Virtue Digitalwill process Business data in accordance with Virtue Digital's Privacy Policy. Referrer shall not have access to any Business's customer data, order history, or personal information stored within the Virtue Digital platform unless explicitly granted access by the Business as described in Section 4.

5.4. Data Breach Notification. Referrer shall notify Virtue Digital immediately if Referrer becomes aware of any unauthorized access to Business data or any security incident affecting the Program.

6. Indemnification

6.1. Referrer's Indemnity. To the fullest extent permitted by law, Referrer agrees to indemnify, defend, and hold harmless Virtue Digital, its officers, directors, employees, agents, successors, and assigns from and against any and all third-party claims, demands, actions, suits, proceedings, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or related to:

• (a) Referrer's breach of any representation, warranty, or obligation under these Terms;
• (b) Referrer's misrepresentation of their relationship with Virtue Digital;
• (c) Referrer's violation of any applicable law, regulation, or third-party right (including data protection, privacy, and consumer protection laws);
• (d) Any claim by a Business or third party that they were referred to Virtue Digital without proper consent, misled regarding the nature of the service, or subjected to deceptive marketing practices by Referrer;
• (e) Referrer's use of any third party's proprietary business information or customer lists;
• (f) Referrer's actions or omissions while accessing a Business's account (whether authorized by the Business or not);
• (g) Any claim that Referrer initiated an account without proper authorization from the Business.

6.2. Procedure. Virtue Digital shall provide Referrer with prompt written notice of any such claim. Virtue Digital reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by Referrer, in which event Referrer shall cooperate fully with Virtue Digital in asserting any available defenses.

7. Limitation of Liability

7.1. No Indirect Damages. To the maximum extent permitted by Romanian law, Virtue Digital shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of data, loss of business opportunity, or loss of goodwill, arising out of or related to the Program or these Terms.

7.2. Cap on Liability. Virtue Digital's total aggregate liability to Referrer for any claims arising under these Terms shall not exceed the total value of Rewards paid or payable to Referrer in the twelve (12) months preceding the event giving rise to the claim.

7.3. No Vicarious Liability. Virtue Digital expressly disclaims any vicarious liability for the acts or omissions of Referrer. Referrer is an independent user and not an agent of Virtue Digital.

8. Termination and Suspension

8.1. Termination by Referrer. Referrer may terminate participation in the Program at any time by ceasing use of the Referral Link and providing written notice to Virtue Digital.

8.2. Termination by Virtue Digital. Virtue Digital may terminate or suspend Referrer's participation in the Program immediately and without prior notice if:

• (a) Referrer breaches any provision of these Terms;
• (b) Virtue Digital receives a legal complaint, demand letter, or cease-and-desist notice related to Referrer's conduct (including allegations of unauthorized customer migration or misrepresentation);
• (c) Referrer engages in any fraudulent, deceptive, or unlawful conduct;
• (d) Businesses referred by Referrer have a refund or chargeback rate exceeding 20%;
• (e) Virtue Digital determines, in its sole discretion, that Referrer initiated accounts without proper Business authorization;
• (f) Virtue Digital terminates the Program generally.

8.3. Effect of Termination. Upon termination for cause, Referrer shall forfeit all pending and unpaid Rewards. Virtue Digital reserves the right to clawback or reverse any Rewards already paid if termination is due to fraudulent activity or breach of Section 3.

8.4. Survival. Sections 2 (Independent Status), 3 (Referrer Obligations), 4 (Optional Account Access), 5 (Data Protection), 6 (Indemnification), 7 (Limitation of Liability), and 9 (Governing Law) shall survive termination of these Terms.

9. Governing Law and Dispute Resolution

9.1. Governing Law. These Terms and any dispute arising out of or in connection with them shall be governed by and construed in accordance with the laws of Romania, excluding its conflict of law principles.

9.2. Jurisdiction. Any legal action or proceeding arising under these Terms shall be brought exclusively in the competent courts of Bucharest, Romania. Referrer irrevocably submits to the personal jurisdiction of such courts and waives any objection based on improper venue or forum non conveniens.

9.3. Informal Resolution. Before initiating any formal legal action, the parties agree to attempt to resolve any dispute through good-faith negotiations for a period of at least thirty (30) days following written notice of the dispute.

10. General Provisions

10.1. Entire Agreement. These Terms constitute the entire agreement between Referrer and Virtue Digital regarding the Program and supersede all prior oral or written agreements, communications, or understandings.

10.2. Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.

10.3. No Waiver. Virtue Digital's failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

10.4. Assignment. Referrer may not assign or transfer any rights or obligations under these Terms without Virtue Digital's prior written consent. Virtue Digital may assign these Terms freely.

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