MPower Promo Inc. Referral Program Agreement

This MPower Promo Referral Program Agreement (“Agreement”) is entered into by MPower Promo Inc. (“MPower”) and the referring party accepting this Agreement (“Participant”). This Agreement governs participation in MPower’s Referral Program (the “Program”).

By participating, you represent and warrant that (i) you have full legal authority to enter into this Agreement, (ii) you have read and understand these terms, and (iii) you agree to be bound by them. If you do not agree, you may not participate in the Program.

This Agreement is effective as of the date you accept it electronically.

1. Definitions

“Custom Referral Link” means the unique referral URL provided by MPower to track referrals made by Participant.

“Eligible Referral” means a new business or individual that (i) is not an existing or previous MPower customer, (ii) was not previously referred by another participant, and (iii) purchases or subscribes to a qualifying MPower plan within the eligibility period.

“Referral Fee” means the payment MPower provides to Participant for each Eligible Referral that results in a Valid Transaction.

“Valid Transaction” means a completed paid subscription for MPower services that (i) originates from Participant’s Custom Referral Link, (ii) remains active and paid for at least 60 consecutive days, and (iii) is not canceled or refunded.

“Participant” means any approved individual or entity located in the United States with a valid tax identification number that is accepted into the Program.

“Territory” means the United States and Canada unless otherwise stated in writing.

2. Program Overview

Participant may promote MPower’s software products and services (“Services”) using a Custom Referral Link provided by MPower. MPower will attribute sales made through that link to the Participant and pay Referral Fees for all Valid Transactions, subject to the terms of this Agreement.

Participant may display the referral link in digital marketing materials, websites, or direct communications, provided such promotion complies with applicable laws and these terms.

3. Referral Fees and Payments

1. Fee Amount:
   MPower will pay Participant a one-time Referral Fee for each Eligible Referral that completes a Valid Transaction. Current payout amounts are listed on https://mpowerpromo.com/referral-program (or as otherwise communicated in writing).

2. Payment Process:
   Referral Fees are paid monthly via direct deposit or electronic transfer in U.S. dollars. Participant must provide valid and current banking and tax information. MPower is not responsible for payments delayed or failed due to incorrect information.

3. Taxes:
   Participant is responsible for any and all taxes associated with Referral Fee payments.

4. Ineligibility:
   No Referral Fees will be paid for self-referrals, fake or duplicate accounts, existing MPower customers, or any transaction that MPower determines in its sole discretion to be fraudulent or inconsistent with the intent of the Program.

4. Participant Obligations

Participant agrees to:

• Promote MPower ethically and truthfully.
• Avoid misleading, deceptive, or spam marketing practices.
• Comply with all applicable laws, including anti-bribery and data protection laws.
• Refrain from making representations about MPower beyond what is published on official MPower materials.
• Promptly notify MPower of any suspected fraudulent or improper referral activity.

5. Brand Usage

Participant may use MPower’s name and logos only in accordance with MPower’s brand guidelines and solely for purposes of participating in the Program. No other rights or licenses are granted.

All goodwill arising from use of MPower’s brand features will inure solely to MPower.

MPower may use Participant’s name and logo to identify them as a participant in the Program.

6. Term and Termination

This Agreement begins on the date of acceptance and continues until terminated. Either party may terminate this Agreement at any time, with or without cause, upon written or electronic notice.

Upon termination:

• All rights and licenses granted to Participant end immediately.
• Participant will receive any Referral Fees earned for Valid Transactions completed before termination.
• Participant must cease use of MPower’s brand features and remove all promotional materials referencing the Program.

7. Confidentiality

Participant may not disclose non-public Program details, payment terms, or related business information without MPower’s prior written consent.

8. Disclaimers and Limitation of Liability

MPower provides the Program “as is” without warranty of any kind.

To the maximum extent permitted by law, MPower will not be liable for indirect, incidental, or consequential damages, and MPower’s total liability under this Agreement will not exceed the total Referral Fees paid to Participant in the preceding three (3) months.

9. Indemnification

Participant agrees to defend, indemnify, and hold harmless MPower and its affiliates, officers, and employees from and against all claims, losses, and expenses arising out of or related to Participant’s participation in the Program or breach of this Agreement.

10. Governing Law

This Agreement is governed by the laws of the State of Utah, USA, without regard to conflict of law principles. Any disputes will be resolved exclusively in the state or federal courts located in Summit County, Utah.

11. Miscellaneous

• The parties are independent contractors; this Agreement does not create an agency, partnership, or joint venture.
• Failure to enforce any term is not a waiver of that term.
• If any provision is held invalid, the remainder will remain enforceable.
• This Agreement constitutes the entire understanding between the parties concerning the Program and supersedes all prior agreements relating to the same subject.
• Updates to this Agreement may be posted online, and continued participation constitutes acceptance of updated terms.

Acceptance

By submitting a referral or participating in the Program, you acknowledge that you have read, understood, and agreed to these terms.