Effective Date: September 22, 2023

These Customer Referral Program Terms and Conditions (the “Terms”) form the complete agreement between Lilt, Inc. on behalf of itself and its affiliates ("Lilt," “We,” or “Our”) and You (“You,” “Your,” or “Referrer”) with respect to Your participation in Lilt’s Customer Referral Program (the “Program”). By participating in the Program, You are confirming that You have read these Terms and agree to be bound by them. You are subject to the Terms, as well as Lilt’s Terms of Use and Privacy Policy. 

We reserve the right to update or modify these Terms at any time, in Our sole discretion. If We make changes to these Terms, We will update them here. Your continued participation in the Program is Your affirmation that You agree to be bound by the modified Terms. 

1. Definitions:

• “Customer” means a customer of Lilt’s services (“Services”); 

• “Customer Referral Link” means the unique referral link generated pursuant to the Program;

• “Referred Customer” means a person or corporation who is not a current Lilt customer and who orders Lilt’s Services via Your Customer Referral Link;

• “Qualified Referral” means when a Referred Customer:‍ i. enters into a Lilt Master Service Agreement and/or Order Form; ii. is not the Referrer or closely associated with the Referrer or an existing Lilt Customer (as determined by Lilt in its sole and exclusive discretion). Lilt may disqualify any Referred Customer who might otherwise be a Qualified Referral in good faith, including where Lilt determines that a Referred Customer as being suspicious, involved in activities which do not align with Lilt’s values, or other reason determined by Lilt.

• “Services” means Lilt’s translation and localization services as made available at lilt.com.

2. Lilt will pay the Referrer a one-time payment of US$200 Amazon gift card for each Qualified Referral (“Referral Payment”). The Referral Payment will be made no later than 60 days after the date when the Referred Customer qualifies as a Qualified Referral. No Referral Payments will be made to Referrers if they are in breach of any of these Terms or complaints are made regarding the Referrer’s conduct in relation to spam or other inappropriate or suspicious activities. 

3. Lilt-Customer Relationship. Lilt has complete and sole discretion as to who it will do business with and on what terms, including whether to accept a Referred Customer as a Customer or whether to terminate a Referred Customer, and what to charge a Referred Customer.

4. Acceptable Use. Referrer will not send, post, transmit or otherwise place its Customer Referral Link, or any Lilt content, including Lilt’s name in connection with any materials, sites or otherwise that (i) will generate or facilitate unsolicited bulk emails; (ii) will violate, or otherwise encourage the violation of, the legal rights of others under the laws of any jurisdiction; (iii) is for an unlawful, invasive, infringing, defamatory, or fraudulent purpose; (iv) contains obscene or pornographic content; and/or (v) harasses or has a tendency to harass persons. 

5. Compliance with Laws. Referrer agrees that it will comply with all applicable laws, ordinances, rules, regulations, orders, licensing and registration requirements, or other requirements of any governmental authority with jurisdiction over Referrer and the Program, including all federal, state, or other applicable laws governing: (i) marketing and affiliate marketing email, communications, and services, such as the CAN-SPAM Act of 2003 and other anti-spam laws; (ii) data privacy and security, such as the General Data Protection Regulation EU 2016/679 (“GDPR”) and other data protection laws; and (iii) anti-bribery and anti-corruption laws, such as the US Foreign Corrupt Practices Act (“FCPA”), the UK Bribery Act (the “UK Act”), and all other applicable anti-corruption and anti-bribery laws.

6. Use of Lilt’s Marks and Branding. Subject to these Terms, Lilt hereby grants Referrer a non-exclusive, non-transferable, non-sublicensable license to use its Marks solely in connection with the marketing and promotion of Lilt’s Services, as contemplated by these Terms. “Marks” means Lilt’s name , logo and other marks, materials, collateral and other assets identifying Lilt. Upon termination of these Terms, all rights related to the Marks shall immediately terminate and Referrer will have no claim or right to use of any logos, marketing materials, or other collateral granted under these Terms.

Use of any of Lilt’s marks, images, or other assets, including but not limited to banners and social media postings, is subject to Lilt’s prior written approval in each instance. Referrer will seek prior written approval from Lilt to use any such Lilt assets and will adhere to the Lilt brand guidelines in each instance. 

Referrer hereby acknowledges and agrees that (i) the Marks are owned solely and exclusively by Lilt; (ii) except as set forth herein, Referrer has no rights, title, or interest in or to the Marks; and (iii) all use of the Marks by Referrer shall inure to the benefit of Lilt. Referrer will not apply for registration of the Marks (or any mark confusingly similar thereto) anywhere in the world, and Referrer will not influence, direct, or encourage any third party to register any of the Marks (or any mark confusingly similar thereto). Referrer agrees that it will not engage, participate, or otherwise become involved in any activity or course of action that diminishes or tarnishes the image or reputation of the Marks.

7. Termination. Lilt may at any time and in its sole and exclusive discretion, terminate the entire Program, or modify or update the terms of the Program or these Terms (and in doing so will make any modified or updated terms available in writing). Additionally, Lilt may at any time, on notice, terminate Referrer’s participation in the Program, for any reason or no reason. Upon termination of Referrer’s participation in the Program under these Terms (or termination of the Program in its entirety), Referrer will immediately cease using, and will remove all links to Lilt’s site(s), Lilt Marks, and any references to the Program.

8. Payment After Termination: Subject to and in accordance with applicable law, upon termination of Referrer’s participation in the Program, no further payments will be paid to Referrer, except for fees related to then-existing Qualified Referrals and fees related to Referred Customers who may become Qualified Referrals after the date the Referrer’s participation in the Program ends. Any complaints received due to spam activities may result in the forfeit of commissions accrued by Referrer and Referrer’s removal from the Program.

9. Indemnity.  Each party will indemnify, hold harmless, and defend the other party (and its affiliates, directors, officers, employees, and agents) from and against (i) any and all third-party claims related to the indemnifying party’s performance and obligations under these Terms, and (ii) any and all other third party claims for damages, injuries, attorneys’ fees, and other expenses caused by the indemnifying party’s gross negligence or willful misconduct. The indemnifying party is not required to indemnify, however, to the extent the indemnity claim arises from any fault of the indemnified party or of a third party under the control of the indemnified party. 

10. Limitation of Liability. Neither party will be liable to the other for special, indirect, incidental, punitive, or exemplary losses, damages, or expenses including, but not limited to, claims for lost business profits or revenue, loss, interruption or unavailability of data, interruption of business operations, or the cost of the procurement of substitute goods or services. Notwithstanding anything stated in these Terms, in no event will either party’s aggregate liability under these Terms exceed the total fees paid by Lilt to Referrer hereunder. This limitation of liability will not apply where, under the applicable law, statutory damages exceed the limitation of liability. In that instance, the indemnifying party will indemnify the indemnified party for any and all losses exceeding this limitation of liability section.

11. Notices.  All notices pursuant to these Terms must be in writing and may be provided electronically. Notice may be provided to Lilt at: 2200 Powell Street, Suite 900, Emeryville, CA 94608, with a copy to legal@lilt.com. Notice to Referrer may be provided to Referrer at the address provided to Lilt as part of Referrer’s Program participation application.

12. Dispute Resolution. The parties will act in good faith to promptly resolve any dispute arising out of or relating to these Terms by discussion between the relevant project managers or day to day representatives for each party.  In the event the dispute is unable to be resolved within a reasonable timeframe, the dispute will be escalated to negotiation between the parties’ respective senior executives who have authority to settle the controversy. Either party may give written notice to the other party of its intention to arbitrate. 

13. Governing Law.  These Terms will be governed by the laws of the STate of California. If any part of these Terms is found to be invalid or unenforceable, the remainder of these Terms will remain in full force and effect as if the unenforceable part did not exist. 

14. Miscellaneous. Nothing in these Terms is intended to, or will be deemed to, establish any partnership or joint venture between the parties, make either party the agent of the other party, or authorize either party to make or enter into any commitments for or on behalf of the other party. These Terms are made for the benefit of the parties to it and their successors and permitted assigns, and is not intended to benefit, or be enforceable by or against, anyone else. These Terms constitute the entire agreement between the parties and supersedes and extinguishes all previous drafts, agreements, arrangements, and understandings between them, whether written or oral, relating to its subject matter.