SQUIRE B2B Referral Program Terms & Conditions

Squire Technologies, Inc. (“SQUIRE”) has created the SQUIRE B2B Referral Program (the “Referral Program”) to reward customers like you (“Customer”) for spreading the word about SQUIRE’s products and services. These Referral Program Terms and Conditions (“Terms”) shall govern your participation in the Referral Program.

B2B REFERRAL PROGRAM ELIGIBILITY

In order to participate in the Referral Program,Customer must be (1) at least 18 years old; (2) subject to a monthly subscription plan for access to SQUIRE Commander™ at either the “Pro”, “Executive”, or “Titan” subscription level; (3) processing at least seven (7) point-of-sale and/or Book and Pay transactions per month on the SQUIRE platform; and (4) current and in good standing with all subscription fees (collectively, the “Eligibility Requirements”). Failure to meet the Eligibility Requirements at any time may result in, at SQUIRE’s option, immediate disqualification of your participation in the Referral Program.

PROPOSED LEADS

Customer shall identify potential customers (“Proposed Lead(s)”) using a SQUIRE Lead Form (“SLF”) available on a webhosted platform as may be designated by SQUIRE from time to time. Upon request, Customer shall (a) supply additional information reasonably requested by SQUIRE, (b) discuss each completed SLF in detail with SQUIRE and (c) assist SQUIRE in making contact with the Proposed Lead by arranging an introduction, meeting, conference call or other means of communication with the Proposed Lead; provided however, the method of contacting and following up with the Proposed Leads will be determined by SQUIRE in its sole discretion.

ACCEPTANCE AS QUALIFIED LEAD

Within a reasonable period of time following Customer’s submission of an SLF, SQUIRE shall review the SLF to determine whether to either (a) accept the Proposed Lead as an eligible submission to receive a referral fee (a “Qualified Lead”) or (b) reject the Proposed Lead. SQUIRE will provide Customer an e-mail notification of SQUIRE’s acceptance or rejection of a Proposed Lead (“Referral Confirmation”). SQUIRE may reject a Proposed Lead for any reason, including but not limited to, the following:

The Proposed Lead was an existing customer of SQUIRE at the time of submission of the SLF.
SQUIRE was already involved in preliminary or advanced discussions relating to the sale of a subscription to the Proposed Lead at the time of submission of the SLF.
An SLF or similar document has previously been submitted to SQUIRE by Customer or any other third party with respect to the Proposed Lead.
The Proposed Lead is an individual barber as opposed to a barbershop, salon or brand with either multiple locations or multiple grooming professionals.
The Proposed Lead is on a list of restricted or prohibited parties issued by the government of the United States or any other jurisdiction.
The Proposed Lead is located in a country that is subject to a United States embargo or that is deemed a terrorist supporting country by the United States Government.
The Proposed Lead is located in a market in which SQUIRE does not or may choose not to operate in.

CONVERSION TO ACTIVE DOOR

If a Qualified Lead (1) executes and becomes subject to a monthly subscription plan for access to SQUIRE Commander™ at either the “Pro”, “Executive” or “Titan” subscription level, (2) has been on the SQUIRE platform for at least 90 days, and (3) has processed a minimum of $2,500 in credit card transactions on the SQUIRE platform within the last 90 days using the SQUIRE Platform, then such Qualified Lead will be considered an Active Door (“Active Door”). Notwithstanding the foregoing, a Qualified Lead must convert to an Active Door within 12 months of becoming a Qualified Lead in order to be eligible for a Referral Fee.

COMPENSATION FOR ACTIVE DOOR CONVERSIONS

In consideration for Customer’s referral of Qualified Leads which subsequently converted to Active Doors, SQUIRE will pay the referral fee (the “Referral Fee”) applicable to the subscription level for each Active Door as follows:

Titan: $250.00 USD
Executive: $150.00 USD
Pro: $100.00 USD

Notwithstanding the foregoing, SQUIRE’s obligation to pay the Referral Fee is subject to the following:

SQUIRE is only obligated to pay Customer the Referral Fee to the extent the Qualified Lead converted to an Active Door while this Referral Program is in full force and effect. For the avoidance of doubt, Customer shall not be entitled to any Referral Fee for Qualified Leads that converted to Active Doors after (i) 12 months from the date the Proposed Lead became a Qualified Lead or (ii) Customer fails to meet the Eligibility Requirements.
Any Referral Fees earned by Customer will be paid out on a quarterly basis depending upon when each Qualified Lead converts to an Active Door, as determined by SQUIRE.
The Referral Fees noted above are subject to change should SQUIRE add or remove plans or change existing plan pricing.

REPRESENTATIONS

By participating in the Referral Program, Customer hereby represents the following:

The individual submitting Proposed Leads on behalf of Customer is legally authorized to act on behalf of Customer and agree to these Terms.
Customer meets the Eligibility Requirements, and
Customer has obtained all necessary consents and rights from each Proposed Lead to transfer such personal data to SQUIRE for the purpose of contacting such Proposed Lead.

INDEMNIFICATION

Customer hereby irrevocably and unconditionally releases, discharges and agrees to indemnify and hold harmless SQUIRE, its affiliates, subsidiaries, registered trade names, and the respective officers, directors, employees, agents, assignees, designees and licensees (together, the “Indemnitees”), from and against any and all third party losses, liabilities, damages, costs and expenses (including reasonable attorney’s fees) arising from or in connection with a third party claim (a) arising from or in connection with the activities performed by Customer as part of these Terms; or (b) that any materials, content or technology used or provided by Customer hereunder infringes or violates the intellectual property, proprietary, publicity or privacy rights of any third party.

LIMITATION OF LIABILITY

EXCEPT FOR CUSTOMER’S INDEMNIFICATION OBLIGATIONS DESCRIBED ABOVE, UNDER NO CIRCUMSTANCES WILL ANY PARTY BE LIABLE TO THE OTHER PARTY FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY OR SERVICES OR (C) ANY MATTER BEYOND THE REASONABLE CONTROL OF EITHER PARTY OR (D) CLAIMS ARISING FROM THE OTHER PARTY’S PRODUCTS OR SERVICES OR THE OTHER PARTY’S QUALITY, PRICE OR METHOD OF SALE OR DISTRIBUTION. IN NO EVENT WILL SQUIRE BE LIABLE TO CUSTOMER FOR ANY AMOUNTS IN THE AGGREGATE THAT EXCEED THE TOTAL REFERRAL FEES PAID IN CONNECTION WITH THE TERMS OF THIS REFERRAL PROGRAM IN THE LAST 12 MONTHS.

DISCLAIMER

SQUIRE reserves the right to cancel or suspend the Referral Program, at any time, without notice, in its sole discretion, should it determine that the administration, security or fairness of the program has been compromised in any way or that it is no longer in the best interest of SQUIRE to continue.

By participating in the Referral Program, you agree to and are bound by these Terms. If you do not wish to agree to and abide by these Terms in their entirety, you are not authorized to participate in the Referral Program.