Terms – Virtus Flow Referral Program

This Virtus Flow Referral Program Agreement (“Agreement”) is entered into by Virtus Flow Inc (“Virtus Flow”) and the referring party executing this Agreement (“Participant”). This Agreement governs Participant’s participation in the Virtus Flow Referral Program described herein (the “Program”). You represent and warrant that: (i) you have full legal authority to enter into this Agreement; (ii) you have read and understand the Agreement, and (iii) you agree to the terms of this Agreement. If you do not have legal authority to enter into this Agreement or do not agree to these terms, please do not sign this Agreement below.

This Agreement is effective between Participant and Virtus Flow as of the date Participant electronically accepts this Agreement.

1. Definitions.

“Customer Number” means a Unique number or Domain Address to be provided by Virtus Flow to Participant and which will correlate Eligible Referrals submitted by Participant to Participant’s Program account.

“Eligible Referral” means an eligible net new customer lead for the purchase of the Services directly from Virtus Flow, excluding Ineligible Referrals.

“Virtus Flow Services” or “Services” means the Virtus Flow Core Platform generally sold by Virtus Flow as Virtus Flow SaaS and further described here: https://virtusflow.com/pricing as such URL, and Services description (including branding of such services), may be updated by Virtus Flow from time to time.

“Incentives” means redeemable coupons, promotion codes, or other incentives for use by the Participant in promoting and marketing the Services under this Agreement.

“Ineligible Referrals” means government officials, government owned or -controlled entities and any of their employees, political parties and candidates, Services customers of resellers, any other individuals or entities already in Virtus Flow’s systems, and Virtus Flow representatives, agents or employees.

“Participant” means a member of the Program with a primary place of business or residence in the Territory that is a business, entity, or other individual with a valid tax ID number but may not include (i) government officials, government owned or -controlled entities and any of their employees, (ii) political parties and candidates, and (iii) representatives, agents, or employees of Virtus Flow.

“Program Guide” means any set of applicable Program terms in addition to this Agreement that Virtus Flow may make available to Participant via email or a WebPortal and that will govern Participant’s continued participation in the Program.

“Referral” is a new customer lead for Services submitted by Participant, via its Customer Number, to Virtus Flow.

“Referral Fees” means the fees to be paid by Virtus Flow to Participant for Eligible Referrals that result in a Valid Transaction.

“Resource Portal” means the website provided by Virtus Flow to Participant containing Program resource tools and information.

“Territory” is limited to the geographic regions of the European Union listed here: .

“Valid Transaction” is a closed sale for Services originating through a Participant’s Customer Number and which is made online directly between an Eligible Referral and Virtus Flow in compliance with the requirements for payment of Referral Fees.

“European Distributor” is an independent Company that provides Distribution Services in the European Union regions on behalf of Virtus Flow. This includes but it’s not limited to: payment of Referral Fees in local Euro Currency, Professional Services, Consulting Services, Level 1 and 2 Helpdesk Services, Partner Support. The European Distributor can change during the time without the need to send any notification to the Participant. The Distributor will handle sensitive data in accordance with Virtus Flow compliance and regulations observing GDPR regulations and local policies. NDAs and Contracts are in place between Virtus Flow and the Distributor.

2. Program Overview. 

In compliance with this Agreement Participant will promote the Services only to Eligible Referrals whose principal place of business is located in the Territory. Participant will not market the Services to any Ineligible Customers. Virtus Flow will provide Participant with a Customer Number for the purpose of correlating any Eligible Referrals resulting in a Valid Transaction under this Agreement. Virtus Flow may issue Incentives to Participant in accordance with the restrictions and guidelines in this Agreement. A Valid Transaction must always originate from Participant’s Customer Number to qualify for Referral Fees.

Virtus Flow may elect to create an applicable Program Guide which may include updates regarding applicable Referral Fees, Incentives and other relevant Program details. The terms of any such Program Guide are made part of this Agreement and will control over any conflicting term in the body of this Agreement.

3. Distribution of Customer Number and Incentives.

Participant will use best efforts to distribute the Customer Number and Incentives: (a) only to Eligible Referrals; and (b) only after Virtus Flow has approved the distribution by providing Participant with the Customer Number and any applicable Incentives. All marketing materials (including without limitation the text of email distributions, if any) must be (i) strictly consistent with any Program instructions provided by Virtus Flow, (ii) compliant with the terms and conditions of this Agreement and all applicable marketing, privacy and data protection laws and governmental regulations. Any e-mail distribution must: (x) offer recipients the ability to opt-out of future Participant communications; and (y) contain the Virtus Flow governing terms and conditions for any Incentives when offered. At Virtus Flow’s request, Participant will block distribution of Customer Number and Incentives to parties as Virtus Flow designates in its sole discretion, consistent with applicable laws.

4. Compliance.

In addition to the other legal requirements in this Agreement, Participant expressly agrees to comply with the following:

• 1. Anti-Bribery Laws and Reporting. Participant will comply with all applicable commercial and public anti-bribery laws (“Anti-Bribery Laws”), including the U.S. Foreign Corrupt Practices Act of 1977 and the UK Bribery Act of 2010, which prohibit corrupt offers of anything of value, either directly or indirectly to anyone, including government officials, to obtain or keep business or to secure any other improper commercial advantage. “Government officials” include any government employee; candidate for public office; and employee of government-owned or government-controlled companies, public international organizations, and political parties. Furthermore, Participant will not make any facilitation payments, which are payments to induce officials to perform routine functions they are otherwise obligated to perform. If Participant becomes aware of suspicious, illegal or fraudulent activity occurring in relation to this Agreement, Participant will report the suspicious or fraudulent activity to Virtus Flow within 24 hours of identifying the suspicious or fraudulent activity via email to [email protected].
• 2 Export Control Laws. Participant will comply with all applicable export and re-export control laws and regulations, including (i) the Export Administration Regulations (“EAR”) maintained by the U.S. Department of Commerce, (ii) trade and economic sanctions maintained by the U.S. Treasury Department’s Office of Foreign Assets Control, and (iii) the International Traffic in Arms Regulations (“ITAR”) maintained by the U.S. Department of State.
• 3 Acceptable Use Policy. Participant will not send, post, transmit or otherwise use any Virtus Flow provided content, including the Virtus Flow name or the Services, in connection with any materials, sites or otherwise that: (i) will generate or facilitate unsolicited bulk commercial emails; (ii) will, or otherwise encourage, the violation of the legal rights of others; (iii) is for an unlawful, invasive, infringing, defamatory, or fraudulent purpose; (iv) contains obscene or pornographic content.
• 4 Certification. Participant represents, warrants and certifies to Virtus Flow that: (i) it has legal authority to enter into these terms and participate in the Program; (ii) its employment contract (if applicable) does not restrict it from participating in the Program, and where Participant is also a representative, agent or an employee of a Virtus Flow reseller it has also obtained a valid consent from its employer to participate; (iii) each Referral submitted by Participant will be reasonably made in good faith as an Eligible Referral; and (iv) it will comply with all applicable laws and governmental regulations, including without limitation, as described in this Section 4 above.

5. Termination and Modification of Terms.

Virtus Flow may at any time and in its sole discretion: (i) modify or update the terms of, including but not limited to, the Program, this Agreement, Incentives (and their governing terms and conditions) and will make such modified or updated terms available in writing, or (ii) revoke a Participant’s account, and/or terminate Participant’s participation in the Program in its entirety. If Virtus Flow provides Participant with an updated Customer Number, or Incentives (and applicable terms and conditions), Participant agrees will begin using, and will be subject to, such updated versions no later than 30 days after receiving them.

6. Brand Features.

Each party will own all right, title and interest to trade names, trademarks, service marks, logos and domain names it secures from time to time (“Brand Feature(s)”). Subject to the terms and conditions of the Agreement (including without limitation the following sentence), Virtus Flow grants to Participant a nonexclusive and non-sublicensable license during the Term to display Virtus Flow’s Brand Features only to the extent Brand Features are provided by Virtus Flow for use with the Program as indicated through the WebPortal and solely for the limited purpose of promoting the Services consistent with this Agreement. Additionally, all use of Virtus Flow Brand Features is at Virtus Flow’s sole discretion and subject to Virtus Flow’s then-current Brand Feature use guidelines currently located at https://virtusflow.com/trademark-brand-guide, as such URL may be updated from time to time by Virtus Flow.

Subject to the terms and conditions of the Agreement, Participant grants to Virtus Flow a nonexclusive and non-sublicensable license during the Term to display Participant’s Brand Features solely for the purpose of marketing the Program or as otherwise mutually agreed upon (email permitted).

7. Payment.

• 1 Referral Fees. Virtus Flow will pay Participant a one-time Referral Fee of 5% of the value of the first transaction for each Eligible Referral’s end user that results in a Valid Transaction. Referral Fee currecy will be determined based on the country the Participant is located in and paid in US Dollars or Euro. Referral Fees will be calculated by using the entire value of what the End Customer purchased. For Example, a Valid Transaction take place with a Eligible Referral buys $20,000 of Virtus Flow Services (including startup fees and professional services). The Participant will receive a payment of $1,000 as a one-time Referral Fee (5%). A Valid Transaction will only take place when an Eligible Referral: (a) pays Virtus Flow, or one of its Distributors, using a valid payment instrument for the purchase of Services; (b) purchase originates from a Customer Number correlating to Participant’s account; (c) does not already have, directly or indirectly, a Services subscription; (d) has been invoiced for and from whom Virtus Flow has received payment for, at least a minimum period of 90 days for a subscription on the same primary Company; and (e) where all the foregoing occurs during Participant’s period of participation in the Program. Virtus Flow may, at its sole option, prospectively increase or decrease Referral Fees amounts by providing written notice (email/electronic communication permitted) to Participant, or updating this Agreement and/or any applicable Program Guide. Virtus Flow reserves the right, in its sole discretion not to pay any Referral Fees to Participant where Virtus Flow determines Participant’s actions are not consistent with the intent of this Program.
• 2. Incentives. Virtus Flow may elect to provide Participant with Incentives to offer its Eligible Referrals from time to time. Use of any applicable Incentives will be subject to the governing terms and conditions as provided by Virtus Flow.
• 3. Payment Process. In order for Participant to receive any Referral Fees Participant must first complete the required vendor payment form as required by Virtus Flow and maintain a valid banking account within the Territory. Virtus Flow will pay Participant the Referral Fees in the form of a direct deposit or foreign electronic funds transfer in U.S. dollars or Euro to the banking account as indicated by Participant via the Program registration process and completion of the required vendor payment form. The Referral Fees above are exclusive of taxes, and Virtus Flow might withhold or charge taxes if determined by law. Additional payment terms may need to be accepted by Participant for the payment of Referrals Fees to Participant’s banking account. Referral fees will be issued to Participant on a monthly basis. All amounts referenced or payable under this Agreement are in U.S. Dollars or Euro unless Virtus Flow notifies otherwise.

Participant is solely responsible for ensuring its account information is accurate and current. Virtus Flow will not be responsible for any payments not received due to Participant failing to provide accurate and complete account information for payment, or any other relevant or required information.

Virtus Flow reserves the right, in its sole discretion, to change the terms and conditions of the payment process to Participant.

8. Restrictions. Participant will not, and will not allow any third party to: (a) “frame,” minimize, remove, or otherwise inhibit, the full and complete display of any Virtus Flow web page; (b) cause any hyperlinks to web pages on the Virtus Flow web site to create a new browser window; or (c) otherwise display Virtus Flow web pages or Brand Features in a distorted or diluted fashion.
9. Term; Termination. The Term will continue until terminated by either party as provided herein. Either party may terminate this Agreement immediately with or without cause upon written notice to the other party (email notice permitted). Upon any termination or expiration of this Agreement, all licenses and rights granted will terminate and each party will have no right to use the Brand Features of the other party. In the event of a termination, Participant will only receive Referral Fees that were earned in full for a Valid Transaction that occurred prior to the effective termination date. Termination notices to Virtus Flow must be sent to [email protected]
10. Confidentiality. Participant may not disclose the terms, conditions or existence of any non-public aspect of the Program to any third party, except to its professional advisors under a strict duty of confidentiality or as necessary to comply with law.
11. Disclaimers; Limitation of Liability. EACH PARTY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION FOR NON-INFRINGEMENT, SATISFACTORY QUALITY, MERCHANT-ABILITY AND FITNESS FOR ANY PURPOSE. TO THE FULLEST EXTENT PERMITTED BY LAW, THE PROGRAM AND CUSTOM URL IS PROVIDED “AS IS” AND AT PARTICIPANT’S OPTION AND RISK AND VIRTUS FLOW DOES NOT GUARANTEE ANY RESULTS. EXCEPT FOR (I) BREACHES OF SECTION 4 (COMPLIANCE); (ii) BREACHES OF SECTION 6 (BRAND FEATURES); AND (iii) SECTION 12 (INDEMNIFICATION), TO THE FULL EXTENT PERMITTED BY LAW REGARDLESS OF THE THEORY OR TYPE OF CLAIM: (A) NO PARTY MAY BE HELD LIABLE UNDER THIS AGREEMENT OR ARISING OUT OF PERFORMANCE OF THIS AGREEMENT FOR ANY DAMAGES OTHER THAN DIRECT DAMAGES, EVEN IF THE PARTY IS AWARE OR SHOULD KNOW THAT SUCH DAMAGES ARE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY AND (B) NO PARTY MAY BE HELD LIABLE FOR DAMAGES UNDER THIS AGREEMENT IN THE AGGREGATE OF MORE THAN THE AMOUNT PAID BY VIRTUS FLOW TO PARTICIPANT UNDER THIS AGREEMENT IN THE 3 MONTHS BEFORE THE DATE OF THE ACTIVITY GIVING RISE TO THE FIRST CLAIM.
12. Indemnification. Participant will defend, indemnify and hold harmless Virtus Flow, its affiliates, directors, officers and employees against all liabilities, damages, losses, costs, fees (including legal fees), and expenses relating to any allegation or third-party legal proceeding to the extent arising out of: (a) Participant’s participation in the Program; (b) Participant’s web site(s), Participant Brand Features and Virtus Flow’s use of any Participant content (provided that such use complies with the requirements of the Agreement); and (c) Participant’s breach of any representation or warranty in this Agreement.
13. Representations and Warranties. Participant warrants that (a) Participant will use all information provided by Virtus Flow (including without limitation the Virtus Flow Brand Features) in a manner that complies with applicable law; (b) Participant will clearly and conspicuously display the text of the applicable terms and conditions for Incentives provided to Customers in accordance with this Agreement; and (c) Participant will conduct all activities in furtherance of this Agreement in accordance with applicable law.
14. Governing Law and Arbitration.

14.1 Governing Law. ALL CLAIMS ARISING OUT OR RELATING TO THIS AGREEMENT OR ANY RELATED VIRTUS FLOW PRODUCTS OR SERVICES (INCLUDING ANY DISPUTE REGARDING THE INTERPRETATION OR PERFORMANCE OF THE AGREEMENT) (“Dispute”) WILL BE GOVERNED BY THE LAWS OF THE STATE OF FLORIDA, USA, EXCLUDING FLORIDA’S CONFLICTS OF LAWS RULES.

14.2 Arbitration and Disputes. The parties will try in good faith to settle any Dispute within 30 days after the Dispute arises. If the Dispute is not resolved within 30 days:

• Any Dispute arising out or relating to the subject matter of this agreement, will be litigated exclusively in the Federal or State Courts of Miami, Florida, USA, and the parties consent to personal jurisdiction in those courts;

15. Miscellaneous. All notices, unless otherwise stated herein, must be in writing and addressed to the attention of the other party’s Legal Department and primary point of contact. Notice will be deemed given when delivered (a) when verified by written receipt if sent by personal courier, overnight courier or mail or (b) when verified by automated receipt of electronic logs if sent by facsimile or email. Participant will not assign or otherwise transfer its rights or delegate its obligations under the Agreement, in whole or in part, and any attempt to do so will be null and void. The Agreement is not intended to benefit, nor shall it be deemed to give rise to, any rights in any third party. The parties are independent contractors and the Agreement does not create any agency, partnership, or joint venture. No party is liable for inadequate performance to the extent caused by a condition that was beyond its reasonable control. Failure to enforce any provision will not constitute a waiver. If any provision is found unenforceable, the balance of the provisions will remain in full force and effect. In the event of any termination or expiration of the Agreement, Sections 5, 9, 10, 11 and 12 shall survive. This Agreement is the parties’ entire agreement relating to its subject and supersedes any prior or contemporaneous agreements on that subject. Any amendments must be in writing and executed by both parties (electronic form acceptable).