REFERRAL PROGRAM TERMS AND CONDITIONS (PILOT TO CUSTOMER)

1.1. Program Participation

• To participate in the Program, Referrers should visit [https://www.spexi.com/referral-program] and follow the on-screen instructions to refer friends or colleagues to the program by entering their contact information in the relevant fields.
• Individuals who receive a referral via a Referrer are "Friends" (or, singly, a “Friend”). An "Eligible" Referrer who is fully compliant with these Terms and Conditions may receive "Reward(s)" for every "Qualified Referral” (all terms in quotes to be understood as defined below).
• By participating in the Program, a Referrer represents that he or she has her Friends’ prior consent to provide their contact information.

1.2. Eligible Referrer. To be "Eligible," a Referrer must:

• Be a legal resident of the United States of America or Canada (excluding Quebec); and
• Be at least 18 years old.

1.3. Making a Referral

• A Referrer must register at [https://www.spexi.com/referral-program] to make a referral. If a resident of the United States, no previous purchase is required (purchasers and non-purchasers alike are eligible). If a resident of Canada, Referrer must be an existing participant on the Spexi Network or otherwise have a pre-existing relationship with Spexi. Once a Referrer refers a Friend, he/she will be provided with a confirmation email, and will be contacted if a Friend becomes a Qualified Referral within two (2) months of the referral.
• Referrers must respect the spirit of the Program by only referring real individuals who meet the requirements of these Terms and Conditions. Referrers cannot refer themselves. For example, a Referrer may not create multiple or fake accounts with Spexi or participate in the Program using multiple or fake email addresses or identities. Referrers should only submit details of Friends who they genuinely believe wish to subscribe for the Spexi service.  

1.4. Qualified Referrals. A “Qualified Referral” means that all the following conditions are met:

• The Spexi Sales team has met with the "Friend" via video call and has determined that there is genuine interest in becoming a Spexi customer. The referral is made during the term of the program, which runs from March 1, 2025 to May 31, 2025 (unless extended by Spexi at its sole discretion and as confirmed in writing by Spexi)
• Full and accurate contact details of the Friend are provided;
• The Friend consents to being contacted by Spexi;
• The Friend is a) a legal resident of the United States of America or Canada (excluding Quebec) and b) at least 18 years old;
• The Friend is not already known to Spexi (whether as a subscriber to the Spexi Service, a user of the Spexi Service, a subscriber to one of Spexi’s newsletter or other communications, or otherwise); and
• Is contacted by Spexi within 3 months following the referral (it being acknowledged that Spexi reserves at its soles discretion the decision whether  to contact such Friend or not, including without limitation determining whether the Friend satisfies Spexi’s internal criteria, as determined by Spexi at it’s sole discretion); and
• a meeting requested by Spexi is accepted by the Friend and takes place between Friend and a member of the Spexi Sales team.

1.5. Earning Rewards

• The Referrer shall receive one (1) reward (each, a “Reward”) of $200 for each verified Qualified Referral generated by the Referrer, as further described in the Program. The Reward will be paid through the Referrer's existing Stripe Connect account, which was set up through their participation in the Spexi Network.

1.6. Earning Rewards

• Rewards are subject to verification. Spexi may delay a Reward for the purposes of investigation. Spexi may also refuse to verify and process any transaction Spexi deems, in its sole discretion, to be fraudulent, suspicious, in violation of these Terms and Conditions, or believes will impose potential liability on Spexi, its subsidiaries, affiliates or any of their respective officers, directors, employees, representatives and agents. All of Spexi's decisions are final and binding, including decisions as to whether a Qualified Referral, or Reward is verified.

1.7. Transfer and Value of Rewards

• Rewards have no monetary value and may not be redeemed for cash. Rewards are not transferable and may not be auctioned, traded, bartered or sold. Upon termination of the referral program or any portion thereof for any reason, any unredeemed Rewards that have not yet been delivered to Referrer are forfeited.

2. PRIVACY

• Referrers may participate in the Program made available by Spexi in order to refer their Friends to Spexi as potential new Spexi customers. To do this, Referrers must necessarily submit personal information about themselves and their Friends, such as name and e-mail address information, so that Spexi can send communications to the Friends. Such communications will disclose the full name of Referrer as being the person who made the referral and state that the message is sent as a result of the referral.
• The personal information will be collected, processed and used in accordance with Spexi’s Privacy Statement, which can be found at https://www.spexi.com/privacy-policy. Referrers understand that, in addition to the initial communications to Friends and to the extent permitted by applicable laws, Spexi may also use the personal information to send to Friends additional follow-up communications in order to encourage or remind the Friends to complete a purchase. The personal information may also be used by Spexi to contact Referrers with regards to their participation in the Program and to send to Referrers additional communications from Spexi.

3. LIABILITY

4.1. Prohibited Conduct, Generally. Referrers agree not to use the Program to:

• Violate applicable law;
• Infringe the intellectual property rights of Spexi or any third parties;
• Stalk, harass, or harm another individual;
• Collect or store personal data about other Referrers;
• Impersonate any person or otherwise misrepresent Referrer's identity;
• Interfere with, disrupt or violate the Terms and Conditions or servers or networks connected to the Program; or disobey any requirements, procedures, policies, or regulations of such networks;
• Interfere with another Referrer's use of the Program;
• Attempt to gain unauthorized access to the Program, other accounts, computer systems, or networks connected to the Program;
• Transmit any file that contains viruses, worms, trojan horses, or any other contaminating or destructive features;
• Conduct any illegal activity or solicit the performance of any illegal activity or other activity that infringes the rights of others;
• Resell, barter, trade, auction or otherwise generate income by providing access to the Program to others.

4.2. Bulk Distribution ("Spam")

• Bulk referrals, distribution to strangers, or any other promotion of a Program in a manner that would constitute or appear to constitute unsolicited commercial email or "spam" in Spexi’s sole discretion is expressly prohibited and may be grounds for immediate termination of the Referrer's participation in the Program. Spexi has a no-tolerance spam policy.
• Spexi has no obligation to monitor the content provided by Referrers; however, Spexi may choose to do so and block any email messages, remove any such content, or prohibit any use of the Program.
• While Spexi is the actual sender of the referral email, each Referrer must nonetheless comply with applicable law. Referrers who do not comply with the law, including antispam laws, are obligated to indemnify Spexi and all of the Released Parties against any liabilities, costs and expenses incurred as a results of such violation.

4.3. Fraudulent and Suspicious Behavior

• Spexi may prohibit a Referrer from participating in the Program or receiving a Reward, in Spexi’s sole discretion, if Spexi determines that such Referrer is attempting to undermine the fairness, integrity or legitimate operation of the Program in any way by cheating, hacking, deception, or any other unfair playing practices of intending to annoy, abuse, threaten or harass any other Referrers or any representatives of Spexi.
• Use of any affiliate website, affiliate network properties, automated systems, script, or macro to participate is strictly prohibited and will result in disqualification.
• Referrers may not enter with multiple or fake emails addresses or accounts, use fictitious identities or use any system, bot or other device or artifice to participate in the Program or receive a Reward.
• Spexi reserves the right to disqualify any Referrer and/or cancel any Reward(s) if Spexi finds a Referrer to be tampering with the entry process or the operation of the Program or violating these Terms and Conditions in any way.
• CAUTION: ANY ATTEMPT TO DELIBERATELY DAMAGE OR UNDERMINE THE LEGITIMATE OPERATION OF THE PROGRAM MAY BE IN VIOLATION OF CRIMINAL AND CIVIL LAWS AND WILL RESULT IN DISQUALIFICATION FROM PARTICIPATION IN THE PROGRAM. SHOULD SUCH AN ATTEMPT BE MADE, Spexi RESERVES THE RIGHT TO SEEK REMEDIES AND DAMAGES (INCLUDING ATTORNEY FEES) TO THE FULLEST EXTENT OF THE LAW, INCLUDING CRIMINAL PROSECUTION.