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Last Updated: 02/21/2018

These terms are between you (“you” or “Referrer”) and Classy (the “Agreement”). “Classy” means Classy, Inc. with a place of business at 815 E ST. #121270, San Diego, CA 92101 (physical address updated as of May 20, 2022). In order to participate in the referral program, you must first agree to these terms. The effective date of this Agreement is the date upon which Classy accepts Referrer's entry into the program (the “Effective Date”). You represent and warrant that you have the necessary and full right, power, authority, and capability to accept these terms, to bind your organization, and to perform your obligations hereunder. You can accept the terms by (i) clicking to accept or agree to these terms, where this option is made available to you by Classy; or (ii) by submitting a referral for consideration. You may not participate in the referral program and may not accept the terms if (a) you are not of legal age to form a binding contract with Classy, or (b) you are a person barred from participating in the referral program under the laws of the United States or other countries including the country in which you are resident or from which you participate in the referral program. You may not participate in the referral program if you do not accept the terms. By accepting the terms, you agree as follows:

1. General Information on Referrals

In order to be eligible for a referral fee (an “Incentive”), the referral must be a Qualifying Referral. A “Qualifying Referral” must have all of the following attributes (as determined by Classy in its sole reasonable discretion): A. The referred entity cannot be a current client of Classy or an entity that was a client of Classy within the 18 month period preceding the date that the referral is made; B. Classy must not have an existing sales opportunity open in its systems (currently, Salesforce) related to such referred entity; C. Regardless of any initial method of introduction or referral, to be a Qualifying Referral, either (i) Referrer must make an email introduction or referral that includes a representative of the referred entity and a Classy representative that is clearly intended to introduce the parties for the purpose of the referred entity entering into an agreement with Classy to receive services, or (ii) the Classy representative sends you and email confirming that you have made a bona fide introduction; D. There must be some reasonable basis that Referrer is able to provide a warm introduction to the referred entity. In other words, it must be a genuine introduction/referral based on some preexisting relationship; E. The referred entity must become a paying client of Classy within 6 months of the date of the initial email introduction giving rise to the referral; and F. The referred entity must make at least one payment to Classy under the applicable agreement.

2. Incentives

1. For referred entities that become Qualifying Referrals, Referrer will be paid an Incentive equal to the first month’s subscription payment paid to Classy by the referred entity (up to a maximum of $10,000).
2. At Classy’s election, Referrer may be paid by Classy as follows: i. as an honorarium donated to Referrer’s organization; ii. as an honorarium donated to a verified 501(c)3 organization of Referrer’s choosing; iii. as a credit to Referrer’s account, if Referrer is a client of Classy; or iv. via check or other direct payment.
3. If the referred entity does not qualify as a Qualifying Referral, Classy may, in its sole discretion, nonetheless pay Referrer an Incentive of a $50 gift certificate or honorarium.
4. The Incentive will be paid within 45 days of the referred entity’s initial payment to Classy for services.

3. Term/Termination

This Agreement shall commence on the Effective Date and continue unless terminated by either party at any time by one party providing the other written notice of termination (the “Term”). In addition, Classy reserves the right to cancel the program at any time and for any reason, without prior notice. You are eligible to earn Incentives only on Qualifying Referrals that occur during the term of this Agreement, and Incentives earned through the date of termination will remain payable only if the related transactions are not cancelled or disputed by the referred entity.

4. General Terms

1. Limitations of Liability. CLASSY SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO ANY SUCH DAMAGES ARISING FROM BREACH OF CONTRACT OR WARRANTY OR FROM NEGLIGENCE OR STRICT LIABILITY), OR LOST PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. CLASSY’S MAXIMUM AGGREGATE LIABILITY UNDER THIS AGREEMENT IN ANY CASE WHATSOEVER SHALL NOT EXCEED AN AMOUNT MORE THAN ONE THOUSAND DOLLARS (USD $1,000).
2. Warranty. CLASSY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS THAT ITS SERVICES WILL BE UNINTERRUPTED OR ERROR FREE. CLASSY’S LINKS AND MATERIALS ARE PROVIDED TO REFERRER ON AN “ASIS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE.
3. Governing Law; Submission to Jurisdiction. This Agreement will be governed by the laws of the State of California, without giving effect to the conflict of law provisions thereof. The parties irrevocably agree that any legal action or proceeding relating to this Agreement will be instituted only in any state or federal court in San Diego, California.
4. Relationship of Parties. Nothing in this Agreement shall be construed to (i) create a joint venture, partnership, employer/employee relationship, agency or any other relationship other than that of parties contracting at arms-length, or (ii) to authorize either party to assume or undertake any obligations of any kind, express or implied, on behalf of the other party. Each party is responsible for payment of all employment taxes, benefits, insurance and the like for all work performed by its employees in connection with the performance of this Agreement.
5. Survival. The obligations under this contract of both parties shall survive termination of this agreement. The provisions of this Agreement which are intended to survive termination, including, without limitation, the indemnification obligations and limitations of liability, or are necessary to interpret the rights and obligations of the parties in connection with such termination, as well as all unpaid payment obligations, shall survive the execution of this Agreement and remain binding on the parties in accordance with the terms of this Agreement.