Referral Program Terms

QUALIA REFERRAL PROGRAM TERMS

These Referral Program Terms (“Program Terms”) constitute a binding agreement between Qualia Labs, Inc. (“Qualia”) and the person (“you” or “your”) participating in Qualia’s referral program (“Program”). Receiving one or more Rewards (defined below) is contingent upon you fulfilling the requirements set forth herein.

1. PROGRAM ENTRY

To participate in the Program, you must refer new prospects (each a “Prospect”) who (i) within 2 years prior to the Referral (defined below) submission date, have not seen Qualia’s scheduled web or in-person demonstration where Qualia is able to demonstrate the Qualia software platform (the “Platform”), (ii) attend the demonstration within 60 days of the Referral being made, or do not attend the demonstration but verifiably purchase a subscription plan to the Platform within six (6) months of the date the Referral was received by Qualia, (iii) are employed by companies who have not had employees previously view a demonstration of the Platform within 2 years prior to the referral submission date, and (iv) can make decisions on behalf of their companies concerning purchasing the Platform. You may refer Prospects to Qualia through (a) a conversation with a Qualia employee, (b) email, (c) an in-app referral prompt, or (d) a marketing campaign link (a “Referral”).

Prior to providing Qualia with any information about any Prospect, you agree to inform the Prospect about the nature and purpose of the Program and explain that Qualia may contact the Prospect, and obtain such Prospect’s consent to be contacted by Qualia and to participate in the Program.

2. REWARD(S)

For each Prospect that is present for a scheduled Platform demonstration following a Referral, we will send a $250 Amazon gift card (“Tier 1 Reward”) to the email address associated with your Qualia account and a separate Tier 1 Reward to the email address given to Qualia by the Prospect (in each case, generally within 30 days of the date you notify Qualia that you have fulfilled the steps required to be awarded the Tier 1 Reward), respectively. Notwithstanding the foregoing, you must provide Qualia such notice in order to receive the Tier 1 Reward, and Qualia will not be responsible, liable, or otherwise obligated to issue a Tier 1 Reward if you fail to provide such notice.

For any Prospect who (i) verifiably purchases a subscription plan to the Platform within 6 months of either (a) the date Prospect attended the scheduled Platform demonstration or (b) if Prospect did not attend the scheduled Platform demonstration, the date the Referral was received by Qualia; and (ii) remains a paying Qualia customer for at least 90 consecutive days following such Prospect’s subscription start date, we will send a $1,000 payment (“Tier 2 Reward”) to the mailing address associated with your Qualia account if you choose to be paid via check or your bank account if you choose to be paid via ACH (in either case, generally within 30 days of the date you notify Qualia that you have fulfilled the steps required to be awarded the Tier 2 Reward). Notwithstanding the foregoing, you must provide Qualia such notice and subsequently submit a completed Form W-9 (through means determined by Qualia at its sole discretion) in order to receive the Tier 2 Reward, and Qualia will not be responsible, liable, or otherwise obligated to issue a Tier 2 Reward if you fail to provide such notice and/or submit a completed Form W-9.

Tier 1 Rewards and Tier 2 Rewards are collectively referred to as “Rewards” and individually as “Reward” in these Program Terms. You are only eligible to receive one (1) Tier 1 Reward and one (1) Tier 2 Reward for referring one (1) Prospect at each company (i.e. you cannot refer multiple individuals at the same company). In all cases, Qualia reserves the right to determine at its sole discretion whether you have fulfilled the steps required to receive the applicable Reward.

Eligibility for the Tier 1 Reward and Tier 2 Reward as described in these Program Terms is limited to Referrals received by Qualia on or after the "Last Modified" date listed above. Referrals received prior to this date are subject to the program terms in effect at the time of their submission and are not eligible for the Rewards described herein.

Please note, some or all Rewards received by you may be considered taxable income. Except as required under applicable law, you are solely responsible for reporting and payment of any taxes on any Reward received.

3. QUALIFICATION FOR PROGRAM

No purchase necessary to enter the Program.

In order to be eligible for the Program, you must be at least 18 years of age and a current Qualia customer in good standing. Employees of Qualia, its affiliated companies, advertising and promotional agencies, and the immediate family members of, and any persons domiciled with, any such employees, are not eligible to participate.

The Program is only open to residents of the United States.

Only those individuals who have thoroughly read, understood and agreed with the contents of these Program Terms may participate in the Program.

Qualia reserves the right to make the final determination as to whether a submitted referral is a valid Referral under these Program Terms and whether the referred individual is a valid Prospect under these Program Terms.

4. PUBLICITY

Except where prohibited, participation in the Program constitutes your consent to Qualia’s and its agents’ use of your name, prize information, likeness, photograph, voice, opinions, city and state of residence, and biographical information for commercial or promotional purposes in any media, worldwide, without further payment or consideration.

5. INDEMNIFICATION

Save for cases of death or personal injury caused by Qualia’s negligence, you shall indemnify, defend and hold harmless Qualia, any person or organization providing the Rewards to you in the Program, and their respective, affiliates and advertising/promotional agencies, and the officers, directors, employees and agents (collectively, the “Released Parties”) from and against any and all claims, damages, actions, liability, loss, injury or expense, including reasonable attorneys’ fees and costs, arising out of or in connection with: (i) participation in the Program; (ii) a breach or allegation which if true would constitute a breach of any of the representations, warranties or obligations herein; and (iii) acceptance, possession, grant, or use of the Rewards, including without limitation, personal injury, death and property damage arising therefrom.

6. WAIVER

REWARDS ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

7. NO LIABILITY

You agree to release the Released Parties from any and all liability, claims, or actions of any kind whatsoever for injuries, damages, or losses to person or property that may be sustained in connection with the receipt, ownership, or use of a Rewards or with participation in the Program.

IN NO EVENT SHALL THE RELEASED PARTIES BE LIABLE UNDER OR IN CONNECTION WITH THESE PROGRAM TERMS OR ITS SUBJECT MATTER FOR LOST PROFITS OR BUSINESS, LOSS OF GOODWILL, LOSS OF DATA, INTERRUPTION OF BUSINESS, COST OF REPLACEMENT OR SUBSTITUTE GOODS OR SERVICES, OR FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES, REGARDLESS OF THE BASIS OR THEORY OF ANY CLAIM AND REGARDLESS OF WHETHER QUALIA IS ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES OR LOSSES.

IF, NOTWITHSTANDING THE FOREGOING, A RELEASED PARTY IS FOUND TO BE LIABLE FOR DIRECT DAMAGES UNDER OR IN CONNECTION WITH THESE PROGRAM TERMS, THEN IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF THE RELEASED PARTIES FOR ALL SUCH DAMAGES, REGARDLESS OF THE BASIS OR THEORY OF ANY CLAIM, EXCEED $500.

Any rights or remedies available to Qualia (and any obligations or restrictions that apply to you) under these Program Terms are in addition to any rights or remedies available to Qualia (and any obligations or restrictions that apply to you) under any applicable Qualia end-user Terms of Service (https://www.qualia.com/terms/) or any other written agreement between Qualia and you (or between Qualia and an entity on whose behalf you receive, or receive access to, any Qualia products or services).

8. PARTICIPATION

By participating in the Program, you agree to be bound by these Program Terms and the decisions of Qualia. Qualia will not be responsible for incomplete, lost, misdirected or illegible Referrals. Qualia reserves the right to disqualify persons found tampering with or otherwise abusing or circumventing any aspect of this Program, as solely determined by Qualia. In the event the Program is compromised by, non-authorized human intervention, tampering or other causes beyond the reasonable control of Qualia which corrupts or impairs the administration, security, fairness or proper operation of the Program, Qualia reserves the right in its sole discretion to suspend, modify or terminate the Program. Should the Program be terminated prior to the stated expiration date, Qualia reserves the right to award Rewards based on the Referrals received before the termination date. Any attempt by any person to deliberately undermine the legitimate operation of the Program may be a violation of criminal and civil law, and, should such an attempt be made, Qualia reserves the right to seek damages from any such person to the fullest extent permitted by law. Qualia’s failure to enforce any term of these Program Terms shall not constitute a waiver of that provision.

9. CONSTRUCTION

The invalidity or unenforceability of any provision of these Program Terms shall not affect the validity or enforceability of any other provision. In the event that any such provision is determined to be invalid or otherwise unenforceable, these Program Terms shall be construed in accordance with their terms as if the invalid or unenforceable provision was not contained therein.

10. DISPUTES

Except where prohibited, you agree that: (i) any and all disputes, claims and causes of action arising out of or connected with this Program or any Rewards awarded shall be resolved individually, without resort to any form of class action, and exclusively by a state or federal court located in Austin, Texas; (ii) any and all claims, judgments and awards shall be limited to actual out-of-pocket costs incurred, including costs associated with entering this Program, but in no event attorneys’ fees; and (iii) under no circumstances will you be permitted to obtain awards for, and you hereby waives all rights to claim, indirect, punitive, incidental and consequential damages and any other damages, other than for actual out-of-pocket expenses, and any and all rights to have damages multiplied or otherwise increased. All issues and questions concerning the construction, validity, interpretation and enforceability of these Program Terms, or the rights and obligations of you and Qualia in connection with the Program, shall be governed by, and construed in accordance with, the laws of the State of Texas, without giving effect to any choice of law or conflict of law rules (whether of the State of Texas or any other jurisdiction), which would cause the application of the laws of any jurisdiction other than the State of Texas.

11. PROGRAM ADMINISTRATION AND MODIFICATION

Qualia reserves the right, in its sole discretion, to modify, suspend, or terminate the Program at any time for any reason, without notice. This includes, but is not limited to, modifying or updating Referral criteria, Rewards, and Program eligibility requirements.

12. PRIVACY POLICY AND TERMS OF SERVICE

Any information collected by Qualia from you may be used for marketing purposes and is subject to Qualia’s Privacy Policy (https://www.qualia.com/privacy-policy) and Terms of Service (https://www.qualia.com/terms/). By participating in the Program, you hereby agree that you have read and agree to be bound by Qualia’s Privacy Policy and Terms of Service.

13. DISCLAIMER

NO PURCHASE NECESSARY TO ENTER AND WIN. NO ENTRY FEE REQUIRED. VOID WHERE PROHIBITED. SUBJECT TO ALL APPLICABLE LAWS, RULES, AND REGULATIONS. QUALIA RESERVES THE RIGHT TO CHANGE THESE PROGRAM TERMS AT ANY TIME WITHOUT NOTICE. THE DECISIONS OF QUALIA REGARDING THE AWARDING OF A REWARDS AND ALL OTHER ASPECTS OF THE PROGRAM SHALL BE FINAL AND BINDING IN ALL RESPECTS. QUALIA WILL NOT BE RESPONSIBLE FOR TYPOGRAPHICAL, PRINTING OR OTHER INADVERTENT ERRORS IN THESE PROGRAM TERMS OR IN OTHER MATERIALS RELATING TO THE PROGRAM.

14. TERMS REQUEST

For a copy of these Program Terms, send a legal size, self-addressed, stamped envelope to Program Terms, Attn: Legal Department, 595 Market Street, Suite 2570, San Francisco, CA 94105. Vermont residents may omit return postage with Program Terms requests.

15. CONTACTING US

If you have questions or concerns about these Program Terms or the Program, you may contact us at marketing@qualia.com.