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POSH REFERRAL PROGRAM TERMS AND CONDITIONS

Thank you for your interest in Posh Group, Inc. (“Posh,” “we,” “our,” or “us”) and our Referral Program. Please read these Referral Terms and Conditions (the “Referral Agreement”) carefully before signing up for our Referral Program. By registering or participating in our Referral Program, you are forming a binding contract with Posh and you hereby acknowledge that you have read, understand, and agree to all of the terms and provisions set forth in this Referral Agreement. This Referral Agreement will be effective as of the day you agree to it (the “Effective Date”). We may change the terms of this Referral Agreement at any time for any reason by posting those changes here and, if the changes are material as determined in our discretion, sending you an email notice to the email address you used when registering for the Referral Program. This Referral Agreement incorporates by reference the dispute resolution and arbitration provisions set forth in the Terms of Service Agreement, including any opportunity to opt-out as described therein. Please read this Referral Agreement in full.

Your participation in the Referral Program is subject to Posh’s Terms of Service Agreement and Privacy Policy, each of which is incorporated into this Referral Agreement by reference. Any capitalized terms not defined herein shall have the meaning given in the Terms of Service Agreement or the Privacy Policy.

  1. PROGRAM DESCRIPTION.

Posh provides an event management platform that enables event organizers (“Event Organizers”) to create, promote, and manage in-person events (the “Events”), and allows users to browse and purchase tickets to such Events (the “Services”). We’ve established this Referral Program to reward you for submitting successful Event Organizer leads (the “Referral Program”), as further described herein. Further details about the Referral Program are set forth in Posh’s referral portal, which you can access via the Services (the “Portal”).  Posh reserves the right to cancel the Referral Program and the conditions and methods through which Referral Fees (defined below) may be earned at any time and for any reason in its sole discretion.

  1. ELIGIBILITY.
    1. Participation in our Referral Program is open to any user of the Services located in the United States who is not a current or former employee, contractor, affiliate, or partner of Posh (or any of their immediate families and household members).
    2. You must be at least eighteen (18) years old to participate in our Referral Program. By entering into this Referral Agreement, you represent and warrant to us that: (a) you are at least eighteen (18) years old; (b) you have not previously been suspended or banned from participating in our Referral Program; and (c) your participation in our Referral Program is in compliance with all applicable laws and regulations.
    3. Posh reserves the right to deny, reject, or revoke your participation in the Referral Program for any reason or no reason, including without limitation, because you do not meet the requirements to participate in this Referral Program.
  2. PARTICIPATION.
    1. Marketing Collateral. Posh may provide you with marketing collateral and other materials for promoting and selling Posh’s Services, including a unique tracking link you can share with potential referrals. You shall not alter or modify the marketing materials which will include Posh’s logo and trademark. Posh hereby grants to you a non-exclusive license to use Posh’s trademarks, logo, and name for the benefit of Posh, strictly in accordance with this Referral Agreement and Posh’s Brand Guidelines, and solely in connection with your participation in the Referral Program pursuant to this Referral Agreement. Any materials that are used by you to advertise, promote, or otherwise reference Posh’s Services are subject to prior written approval of Posh in its sole discretion. Except for the license set forth herein, you hereby acknowledge and agree that you have no further right or interest in such marketing materials or any other intellectual property of Posh.
    2. Referral Process. You will be provided with a unique referral link (the “Referral Credentials”). Any referred user who creates an Account through your Referral Credentials will be automatically associated with your Account. For a referral to be valid, the referred user must not already have an existing referral at the time of sign-up. The date on which the referred user successfully accesses the Services through valid Referral Credentials will be deemed the “Referral Date.” You are not entitled to a Referral Fee unless and until such referred user meets all requirements of an Eligible Referral (defined below). For the avoidance of doubt, there is no limitation on the number of potential Event Organizers you may refer.
    3. Restrictions.  You may not provide referrals using multiple or fake email addresses; accounts with fictitious identities; or any system, macro, script, bot or other device or artifice to participate in the Referral Program or earn Referral Fees.  Posh reserves the right to close your account and to cancel all related Referral Fees if we determine in our sole discretion that you or your Eligible Referral has tampered with the Referral Program or used or attempted to use the Referral Program in a fraudulent, abusive, unethical, unsportsmanlike or otherwise suspicious manner or in violation of this Referral Agreement or any applicable law or regulation.
    4. Authority.  Nothing herein grants you, and you do not have, nor will you acquire, any right, power or authority, express or implied, to make any commitment, incur any obligations, or make any representations or warranties on behalf of Posh, and you will not do so or purport or attempt to do so.
  3. REFERRAL FEES.
    1. Acceptance. Only Eligible Referrals will generate Referral Fees. An “Eligible Referral” is an individual or entity who: (a) accesses the Services through valid Referral Credentials; (b) creates an Account with Posh within the tracking window specified on the Portal following the Referral Date; and (c) agrees to Posh’s Terms of Service Agreement and Event Organizer Terms. An Eligible Referral may not be an existing Posh referral or user. Posh determines whether a referral is an Eligible Referral in its sole and absolute discretion.
    2. Referral Fee. Upon Posh’s determination that a potential organizer has become an Eligible Referral, Posh will pay to you (the individual or entity identified during the referral process) a referral fee as follows (the “Referral Fee”):
  1. Stripe Connect Requirement. You are only eligible to receive Referral Fees if you have a Stripe Connect account. By entering into this Referral Agreement, you represent and warrant that you have a Stripe Connect account and have linked it to the Services, or that you will create a Stripe Connect account in advance of receiving a Referral Fee. The Stripe Connected Account Agreement, currently available at https://stripe.com/legal/connect-account, is hereby incorporated by reference. If Posh notifies you via the e-mail linked to your Account that you have earned a Referral Fee but you do not have a Stripe Connect account linked to the Services, you have ninety (90) days from the date of such notification to link a Stripe Connect account to the Services, or you agree that you forfeit your Referral Fee, and hereby release Posh in connection with all claims therewith.
  2. Payment Terms. You will be paid Referral Fees on a frequency set forth on the Portal, which may be updated by Posh from time to time in its sole discretion (the “Fee Period”), if you have earned a Referral Fee during such Fee Period. The Referral Fee will be deemed earned by you in any Fee Period that Posh collects Gross Ticketing Fees from an Event hosted by an Eligible Referral during the applicable Referral Term. The Referral Fee will be paid to you no later than fifteen (15) days after the end of each Fee Period in which you earned the Referral Fee. In order to receive your Referral Fee, you must provide Posh with all information reasonably requested to receive payment of the Referral Fee, and you will not receive your Referral Fee if you do not provide such information. We reserve the right to revoke or refuse to issue Referral Fees for any reason. You are solely responsible for all federal, state, local, or other applicable taxes associated with the acceptance and use of the Referral Fee.
  1. REPRESENTATIONS AND WARRANTIES; WARRANTY DISCLAIMER.
    1. Representations and Warranties. You represent and warrant that, in marketing and promoting the Services and otherwise participating in the Referral Program, you will comply with all applicable laws, ordinances, codes, rules, requirements, and regulations of federal, state, and local governments and all agencies thereof.
    2. DISCLAIMERS. POSH MAKES NO WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, RESULTS, OR THAT PARTICIPATION IN THIS REFERRAL PROGRAM WILL RESULT IN THE PAYMENT OF ANY REFERRAL FEES, AND EXPRESSLY DISCLAIMS ALL SUCH WARRANTIES.
  2. INDEMNIFICATION AND LIMITATIONS OF LIABILITY.
    1. Indemnification. You shall indemnify, defend and hold harmless Posh, its stockholders, directors, officers, and employees against any and all losses, liabilities, claims, suits, demands, causes of action, complaints, damages, judgments, penalties and costs, including reasonable attorneys’ fees and costs, arising from or resulting from your breach of any provision in this Referral Agreement, or any negligence or willful misconduct by you.
    2. LIMITATIONS OF LIABILITY. IN NO EVENT WILL POSH BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR SPECIAL DAMAGES OF ANY NATURE WHATSOEVER, INCLUDING, WITHOUT LIMITATION, LOST DATA, LOST PROFITS OR REVENUE, OR FOR ANY CLAIM OR DEMAND BY ANY THIRD PERSON, ARISING OUT OF OR RELATED TO THIS REFERRAL AGREEMENT OR THE PERFORMANCE OR BREACH THEREOF, EVEN IF ADVISED OF THIS POSSIBILITY. POSH’S AGGREGATE TOTAL LIABILITY TO YOU HEREUNDER WILL NOT EXCEED THE LESSER OF: (A) THE AMOUNT OF REFERRAL FEES ACTUALLY PAID TO YOU HEREUNDER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE GIVING RISE TO LIABILITY; OR (B) ONE HUNDRED DOLLARS ($100).
  3. TERMINATION.
    1. By Posh. Posh may terminate this Referral Agreement at any time in its sole discretion and without any liability to you.
    2. By You. You may terminate this Referral Agreement upon thirty (30) days’ written notice to Posh at [email protected].
    3. Effect of Termination. Upon termination of this Referral Agreement for any reason: (a) all rights and licenses granted to you hereunder shall immediately terminate; (b) you shall immediately cease all use of Posh's trademarks, logo, name, and marketing materials and cease all participation in the Referral Program; (c) any Referral Fees that have accrued and become payable prior to the effective date of termination shall remain due and payable in accordance with Section 4, provided that you are not in breach of this Referral Agreement; (d) the Referral Term for any existing Eligible Referral shall terminate as of the effective date of termination, and no further Referral Fees shall accrue with respect to any Eligible Referral after such date; and (e) Sections 5, 6, 8.2, 8.4, 8.5, 8.6, 8.7, and 8.8 shall survive termination of this Referral Agreement.
  4. GENERAL.
    1. Reserved Rights and General Disclaimer. To the maximum extent permitted by applicable law, Posh reserves the right to change or cancel this Referral Program at any time, at its sole discretion. Participants agree to abide by these rules and by the decisions of Posh, which are final, binding and non-appealable, on all matters. Posh is not responsible for lost, misdirected or delayed referrals.
    2. Confidentiality. Under no circumstances and at no time shall you disclose to any person any of Posh’s trade secrets, confidential information, methods or systems used by Posh in its business. All prices, processes, data, lists, reports, as well as all other information of any nature made available to you by virtue of your association with Posh shall be deemed confidential information and shall be held in strict confidence by you.  This confidentiality provision shall survive the termination of this Referral Agreement. All confidential information and marketing collateral in your possession shall be immediately returned to Posh after termination of this Referral Agreement.
    3. Independent Contractor. This Referral Agreement shall not create a partnership, joint venture, agency, employer/employee or similar relationship between Posh and you.  Posh shall not be required to withhold any amounts for state or federal income tax or for FICA taxes from sums becoming due to you under this Referral Agreement.  You are not an employee of Posh and are not entitled to participate in any plan, arrangement or distribution by Posh in connection with any pension, stock, bonus, profit sharing or other benefit extended to Posh’s employees.
    4. Severability. If any term or provision of this Referral Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Referral Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal, or unenforceable, the court may modify this Referral Agreement to effect the original intent of the parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
    5. Waiver. No waiver by any party of any of the provisions of this Referral Agreement shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Referral Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Referral Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
    6. Choice of Law. This Referral Agreement is governed by the “Governing Law” provision of the Terms of Service Agreement.
    7. Arbitration of Disputes and Waiver of Jury Trial. All disputes arising between the parties with respect to the subject matter of this Referral Agreement or the transaction contemplated herein shall be subject to the Arbitration Agreement set forth in the Terms of Service Agreement.
    8. Entire Agreement. This Referral Agreement, together with the Terms of Service Agreement and Privacy Policy, contains the entire understanding and agreement of both parties with respect to the subject matter hereof, and supersedes all prior agreements, discussions and writings with respect thereto, both oral and written. There are no third-party beneficiaries to this Referral Agreement, and the parties do not confer any rights or remedies upon any person other than the parties to this Referral Agreement.

For questions about our Referral Program, please contact [email protected].

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