SCIENCESOFT REFERRAL PROGRAM

Last updated: 7/23/2021

This ScienceSoft Referral Agreement (hereinafter, the "Agreement”) is entered into by ScienceSoft USA Corporation (hereinafter, "ScienceSoft") and the Referrer executing this Agreement. This Agreement governs the Referrer’s participation in the ScienceSoft Referral Program described herein (hereinafter, the "Program"). The Referrer represents and warrants that: (i) the Referrer has full legal authority to enter into this Agreement; (ii) the Referrer has read and has understood the Agreement, and (iii) the Referrer agrees to the terms of this Agreement.

The effectiveness of this Agreement is subject to the Referrer’s acceptance (hereinafter, the “Acceptance”), and this Agreement shall commence on the date of the Acceptance (hereinafter, the “Effective Date”).

i. DEFINITIONS

“Acceptance” means the acceptance by the potential Referrer to participate in the Program by completing the Referral Form, clicking “I agree” to enter into this Agreement, and clicking “I agree” to allow the processing of its personal data as specified herein.

“Agreement” means this ScienceSoft Referral Agreement entered into by ScienceSoft and the Referrer executing this Agreement.

“Contract amount” means any payments to be paid by the Registered Customer to ScienceSoft under the contract executed between the Registered Customer and ScienceSoft, minus any taxes, subsequent charges, write-offs, refunds or charge-backs, out-of-pocket expenses. For the avoidance of doubt, the Contract amount does not include any amounts received by ScienceSoft for follow-up orders, additional sales, renewals, or for products or services that are not the Services at the time of Referral Request submission, nor does it include amounts that are owed by the Registered Customer but have not actually been received by ScienceSoft.

“Effective Date” means the commencement date of this Agreement.

“Potential Registered Customer” means a new customer lead for the Services, whose principal place of business is located in the Territory, submitted by the Referrer, via the Referral Link, to ScienceSoft.

“Program” means ScienceSoft Referral Program described in this Agreement.

“Referral Link” means the automatic unique URL referral code to be provided by ScienceSoft to the Referrer that may be shared by Referrer with the Potential Registered Customer.

“Referral Fees”, “Fees” means the fees to be paid by ScienceSoft to the Referrer for referring Potential Registered Customers under the conditions specified herein.

“Referral Form” means online referral form located at: https://www.scnsoft.com/about/referral-program to be completed by the Referrer for receiving the Referral Link.

“Referral Period” means, with respect to a Potential Registered Customer, a period of eighteen (18) months from the submission of the Referral Form by the Referrer.

“Referral Request” means the submission of the Referral Link Contact Form completed by the Potential Registered Customer.

"Referrer" means a member of the Program with a primary place of business or residence in the Territory that is a business, entity or other individual with a valid tax ID number but shall not include (i) government officials, government owned or government controlled entities and any of their employees, (ii) political parties and candidates, and (iii) representatives, agents, or employees of ScienceSoft. The Program is void where prohibited by law.

“Registered Customer” means a Potential Registered Customer with whom ScienceSoft executes the contract in accordance with this Agreement.

“Registered Opportunity” means the Referral Request approved by ScienceSoft if the Referral Request complies with the eligibility criteria or/and does not comply with any or all non-eligibility criteria.

“ScienceSoft” means ScienceSoft USA Corporation.

“ScienceSoft Services” or “Services” means software consulting and development services (except Salesforce-related services) generally sold by ScienceSoft as described here: https://www.scnsoft.com/, as updated from time to time at ScienceSoft’s sole discretion, or as specified by ScienceSoft in writing.

“ScienceSoft Website” means https://www.scnsoft.com/.

“Territory” is limited to the geographic regions listed below: the United Stated of America, Canada, the Republic of Lithuania, the Republic of Latvia, the Grand Duchy of Luxembourg, the Principality of Monaco, the Principality of Liechtenstein, the Principality of Andorra, the Kingdom of Belgium, the French Republic, the Italian Republic, the Kingdom of Spain, the Republic of Austria, the Federal Republic of Germany, the Swiss Confederation, the Republic of Slovenia, the Slovak Republic, the Czech Republic, the Republic of Cyprus, the Republic of Malta, the Hellenic Republic (Greece), the Portuguese Republic, The United Kingdom of Great Britain and Northern Ireland, the Republic of Ireland, the Kingdom of Netherlands, the Kingdom of Sweden, the Kingdom of Norway, the Republic of Finland, the Kingdom of Denmark, Iceland, the Republic of Estonia, Japan, the Republic of Singapore, the Hong Kong Special Administrative Region of the People’s Republic of China, the Macao Special Administrative Region of the People’s Republic of China, the Nation of Brunei, the Abode of Peace, the Republic of China, the Republic of Korea, the United Arab Emirates, the State of Qatar, the Commonwealth of Australia, New Zealand, the Republic of San Marino, the State of Israel, the Commonwealth of Puerto Rico, the Commonwealth of The Bahamas, the Kingdom of Bahrain, the State of Kuwait, the Kingdom of Saudi Arabia, the Sultanate of Oman, Islands of Bermuda, the Cayman Islands, the Virgin Islands.

ii. PROGRAM OVERVIEW

The Program allows Referrers to receive the Referral Fees by referring any third parties/their clients/partners to become new Registered Customers of ScienceSoft.

In compliance with this Agreement, the Referrer will use its best efforts to promote the Services to distribute the Referral Link only to Potential Registered Customers. The Referrer will not market the Services to any customers who are not Potential Registered Customers.

Any promotion materials which may be shared by the Referrer with any Potential Registered Customer (including without limitation the text of emails, if any) shall be (i) strictly consistent with the Program, (ii) compliant with the terms and conditions of this Agreement and all applicable marketing, privacy and data protection laws and governmental regulations. At ScienceSoft’s request, the Referrer shall stop the distribution of Referral Links to any third parties as ScienceSoft designates in its sole discretion, consistent with applicable laws.

The participation in the Program has three phases:

1. Submitting Referrals
2. Referrals’ assessment
3. Payment of Fees.

1. Submitting Referrals

The Referrals are submitted by the Referrer in the following way:

The Referrer via the Referral Form shall provide the Acceptance, give the explicit written consent for processing of its personal data, and complete the Referral Form with its information required as follows:

ScienceSoft will process the Referrer’s personal data to allow the Referrer to participate in the Program. The Referrer’s personal data will be kept for the duration of Referrer’s participation in the Program. If the Referrer does not wish to participate in the Program, the Referrer’s personal data will not be processed, but the Referrer will not be able to benefit from the Program.

The Referrer can exercise its rights to data access, rectification, deletion, portability, as well as its rights to and opposition and limitation of data processing by contacting ScienceSoft’s Personal Data Protection Officer.

More about processing of personal data by ScienceSoft: https://www.scnsoft.com/about/privacy-policy

Upon submitting the Referral Form, the Referrer will be redirected to a “Thank You” page as follows:

A “Thank You” page provides a Referral Link that may be shared by the Referrer with the Potential Registered Customer. The “Thank You page” provides two sharing options: “copy to clipboard” or “send email”. One Referral Link provided to the Referrer may be used only one time for one Potential Registered Customer and is valid within the Referral Period.

The Referral Links are provided “as is”. ScienceSoft has not made any warranty, representation or guarantee, express or implied, in fact or in law, relative to the Referral Links. ScienceSoft will not replace any lost or stolen Referral Links.

The Referrer shall not transfer or otherwise exchange Referral Links to other third parties except Potential Registered Customers, nor shall it sell any Referral Links.

The Referrer represents that it has the necessary consent from its Potential Registered Customer to provide it with the Referral Link.

The Referrer acknowledges and agrees that: (a) ScienceSoft may limit the number of Referral Links the Referrer may create or links available to the Referrer, (b) the Referrer has no ownership rights in any form over the Referral Links, and (c) ScienceSoft may reclaim, deactivate, invalidate or terminate the Referrer’s Referral Links at any time at ScienceSoft’s discretion.

The Potential Registered Customer may use the Referral Link by clicking on the Referral Link. After that, such Potential Registered Customer will be redirected to the Referral Link contact form where the Potential Registered Customer shall give the explicit written consent for processing of its personal data and fill in the Referral Link contact Form with its information required as follows:

2. REFERRALS’ ASSESSMENT

Each Referral Request received by ScienceSoft shall meet the following eligibility criteria:

• The Potential Registered Customer indicates its intention to purchase the Services provided by ScienceSoft (with the exception of Salesforce-related services).
• The Potential Registered Customer is registered on the Territory.
• The Potential Registered Customer provides a clear description of the Services required, which makes it possible to estimate the size/value of a potential project (at least in the form of a ballpark estimation).
• The Potential Registered Customer responded to ScienceSoft’s contact attempts after the initial request and confirmed its interest in ScienceSoft Services.

A Referral Request will be considered as not meeting the eligibility criteria if (“non-eligibility criteria”):

• The Potential Registered Customer has no intention to purchase the Services provided by ScienceSoft or/and has the intention to purchase Salesforce-related services.
• The Potential Registered Customer has the intention to purchase an off-the-shelf software product (except software products already developed by ScienceSoft, e.g., QLEAN).
• The Potential Registered Customer is not a registered business.
• The Potential Registered Customer’s business is related to adult content or drugs.
• The Potential Registered Customer’s contact person is not authorized to choose vendors and/or purchase services or products for such Potential Registered Customer.
• The Potential Registered Customer’s contact person does not respond to ScienceSoft’s contact attempts and has not confirmed its interest in ScienceSoft Services.
• The Potential Registered Customer is the former or present customer of ScienceSoft or potential customer with whom ScienceSoft was/is already involved in preliminary or advanced discussions relating to the Services as of the date of receiving of Referral Request. The previously contacted Potential Registered Customer shall not be considered as Potential Registered Customer for the purposes of this Program. Potential Registered Customer eligibility and approval is determined at the sole discretion of ScienceSoft and is not guaranteed.
• The Referral Link is already used by another Potential Registered Customer.
• The Potential Registered Customer has already used another Referral Link. The Potential Registered Customer will not be able to apply the Referral Link if it contacts ScienceSoft without using the Referral Link. If the Potential Registered Customer does not use the Referral Link, the Referrer will not receive Fees, and Potential Registered Customer will not be considered as its Potential Registered Customer.
• The Referral Link is used out of the Referral Period.
• The Potential Registered Customer (a) does not meet the eligibility criteria, (b) is on a list of restricted or prohibited parties issued by the government of the United States or any other jurisdiction, or (c) is located in a country that is subject to the United States trade embargo or that is deemed a terrorist supporting country by the United States Government, or is located outside the Territory.
• The Potential Registered Customer has no ability to pay for services provided, is present in any official list of unfaithful companies, is involved in any legal action as a defendant or/and accused, ceases business operations or is in any bankruptcy, state law insolvency or receivership proceeding, or other equivalent proceeding that is not dismissed or assigns its assets for the benefit of creditors.

ScienceSoft reserves the right at its sole discretion to add, remove or change the eligibility criteria at any time during the Term of the Agreement, even though these changes may affect the Referrer’s ability to obtain the Fees.

The method of contacting and following up with the Potential Registered Customer will be determined at ScienceSoft’s sole discretion; provided, however, that the Referrer shall actively support ScienceSoft in the process of negotiations with the Potential Registered Customer when requested by ScienceSoft. ScienceSoft shall have sole discretion to refuse to offer any Services to any third party without liability to the Referrer.

If the Referral Request does not comply with the above-mentioned eligibility criteria or/and complies with any non-eligibility criteria, ScienceSoft will notify the Referrer that the Referral Request is rejected. The Approval of the Referral Request does not impose an obligation on ScienceSoft to attempt to contact the Potential Registered Customer’s contact person. The Approval of the Referral Request does not impose any duty on ScienceSoft to provide any Services to the Potential Registered Customer.

If the Referral Request complies with the above-mentioned eligibility criteria and does not comply with any non-eligibility criteria, ScienceSoft will notify the Referrer that the Referral Request is approved and will request bank details of the Referrer.

After the Approval made by ScienceSoft, the Referral Request becomes the Registered Opportunity.

3. REFERRAL FEES

The Referrer will be entitled to receive:

1. One-time 200.00 USD Referral Fee for each Registered Opportunity.

2. One-time 1,000.00 USD Referral Fee for each Registered Customer upon condition of full payment for the Services made by such Registered Customer to ScienceSoft under the contract executed between such Registered Customer and ScienceSoft.

The Registered Opportunity qualifies as commissionable only if:

• The Referrer has submitted the Potential Registered Customer in accordance with Section 1 “SUBMITTING REFERRALS”;
• ScienceSoft has approved the Potential Registered Customer as Registered Opportunity; and
• The potential Contract Amount with the Registered Opportunity is not lower than 20,000.00 USD.

The Registered Customer qualifies as commissionable only if:

• Contract is executed between Potential Registered Customer and ScienceSoft;
• Contract Amount with Registered Customer is not lower than 20,000.00 USD. If the Contract Amount is lower (e.g., the first contract for short consulting or discovery services), the Referral Fee will be paid only if there is a consecutive contract executed with this Registered Customer with Contract Amount not lower than 20,000.00 USD.
• The Services provided are paid in full and in a timely manner by the Registered Customer.

The Referral Fee shall be paid only one-time per one Registered Customer and upon condition that the Contract between the Potential Registered Customer and ScienceSoft will be executed within the Referral Period.

ScienceSoft will provide a written report to the Referrer indicating the nature of the contract executed with the Registered Customer and the Referral Fee due to the Referrer.

In order for the Referrer to receive any Referral Fees, the Participant shall first provide the bank details as required by ScienceSoft and maintain a valid banking account within the Territory. ScienceSoft will pay the Referrer the Referral Fees in the form of a wire transfer in U.S. dollars to the banking account or via PayPal as indicated by the Referrer under ScienceSoft’s request.

All Fees referenced or payable under this Agreement are in U.S. Dollars unless ScienceSoft notifies otherwise. The Referral Fees above are exclusive of taxes, and ScienceSoft might withhold or charge taxes if determined by law. The Referrer is responsible for covering banking fees for the respective transfers of the Referral Fees. ScienceSoft will not pay any taxes on the account of the Referrer; nor will ScienceSoft be required to withhold any monies from the compensation of the Referrer for tax purposes. Except as expressly provided in this Agreement, the Referrer will be responsible for all expenses incurred by the Referrer in its participation in the Program. The Referrers will be required to submit relevant tax documentation to ScienceSoft before receiving total Referral Fees of 600.00 USD or more.

The Referrer is solely responsible for ensuring its account information is accurate and actual. ScienceSoft will not be responsible for any payments not received due to the Referrer failing to provide accurate and complete account information for payment, or any other relevant or required information.

Registered Customers are entitled to receive a one-time 3% discount (“Registered Customer Discount”) for the Services provided by ScienceSoft in accordance with this Program on condition that the Contract between the Potential Registered Customer and ScienceSoft will be executed within Referral Period.

Except as expressly provided in this Section, the Referrer/the Registered Customer are not entitled to any fees, reimbursements, discounts or other payments. The Referrer shall promptly refund to ScienceSoft any overpayments.

ScienceSoft may, at its own discretion, at any time increase or decrease the Referral Fees or update this Agreement and/or Program. ScienceSoft reserves the right, at its sole discretion, not to pay any Referral Fees to the Referrers where ScienceSoft determines the Referrer’s actions are not consistent with the intent of this Program. ScienceSoft reserves the right to withhold or deduct the Fees obtained through the Program in the event that ScienceSoft determines or believes that the receipt of the Fees was in error, fraudulent, illegal, or in violation of this Program or any other applicable law.

ScienceSoft reserves the right, at its sole discretion, to change the terms and conditions of the payment process to the Referrer.

After the termination of the Agreement, ScienceSoft is not obliged to pay any Referral Fees.

III. RESTRICTIONS

ScienceSoft may, at its sole discretion, at any time and without prior notice, cancel, suspend, or otherwise limit the Referrer’s access to the Program and/or refuse to grant, suspend access to or deny any Fees if it suspects that the Referrer has been and/or is engaged in fraudulent (including, without limitation, in the event the Referrer and the Potential Registered Customers are the same person), suspicious, abusive, or unlawful activity and/or activity that is contrary to this Program or the documents incorporated herein, or if it believes that any Fee could impose potential liability on ScienceSoft, its subsidiaries, affiliates or any of their respective officers, directors, employees, representatives and agents, and/or for any other reason as described in this Program and the documents incorporated herein. ScienceSoft may also, in its discretion, remove the Referrer’s eligibility to participate in the Program if the Referrer violates any of the restrictions specified below. When ScienceSoft cancels or suspends the Referrer’s access to this Program, the Referrer’s right to receive Fees immediately ceases.

In connection with the Referrer’s participation in the Program, the Referrer expressly agrees that:

• The Referrer will not “spam” anyone with invitations to purchase the Services from ScienceSoft or participate in the Program, and that the Referrer at all times will remain compliant with CAN-SPAM, the TCPA, and other applicable laws. The following specific activities are prohibited:
  • Mass emailing, texting or messaging people the Referrer does not personally know;
  • Use of automated systems or bots through any channel to distribute, post or respond to the Referral Link;
  • Use of scripts, programmed or automatic dialers to send invites or to communicate the Referral Links; and
  • Posting the Referral Links on event or venue pages without express permission from the event or venue owner.
• No misrepresentations. The Referrer agrees that it will not attempt to mislead anyone in connection with the Program, either by affirmative representation, implication, or omission. In particular, the Referrer agrees that it will not:
  • Impersonate any person or entity;
  • Create fake accounts, blogs, webpages, profiles, websites, links or messages;
  • Misrepresent its relationship with ScienceSoft or any other third party;
  • Suggest that an affiliation or partnership exists with a third party where none exists;
  • Does not make misrepresentations in respect to the characteristics or qualification requirements for any terms of the Program. The Referrer acknowledges that ScienceSoft may change the terms of the Program at its discretion at any time, and therefore the Referrer shall not represent any fixed terms.
  • Make any representations or other statements about the Services, prices or business practices, except unmodified marketing materials provided by ScienceSoft and references to ScienceSoft’s standard conditions.
• Prohibited content. The Referrer agrees that it will not use the ScienceSoft logo/name without ScienceSoft’s explicit written permission in connection with:
  • Disparaging or defamatory content concerning ScienceSoft or third parties;
  • Content which promotes racism, bigotry, hatred, discrimination or physical harm of any kind against any group or individual;
  • Offensive, abusive, intimidating or harassing content;
  • Content that is sexually explicit, obscene and/or contains nudity;
  • Any political and/or religious statement;
  • Content containing images or reference to drugs, alcohol, tobacco, weapons or firearms;
  • Content that violates someone else’s privacy.
• Other restrictions. The Referrer also agrees that it will not:
  • Specify the monetary amount of the Referral Link/Fees unless authorized by ScienceSoft in writing;
  • Create websites, domains, URLs, social media handles or email addresses containing the word “ScienceSoft”;
  • Use the names or marks of ScienceSoft competitors;
  • Use someone else’s brand name or intellectual property without their written consent;
  • Engage in phishing or attempting to obtain financial or other personal information;
  • Solicit passwords or personally identifiable information;
  • Sell the Referral Link. The Referrer agrees that it will only distribute its Referral Link free of charge only for the Potential Registered Customer. The Referrer shall not sell, trade, or barter its Referral Link under any circumstances. The Referrer shall not pay or provide anything of value to an invited user beyond any Referral Link;
  • Violate or infringe the rights of a third party. Referrer will not create any Referral Link that infringes on the intellectual property rights of any third party;
  • Advertise. The Referrer agrees that it will not pay to advertise its Referral Link or the Program, including via social networks;
  • Create or/and post materials other than those authorized by ScienceSoft;
  • Engage in fraudulent activity. The Referrer agrees that it and its Potential Registered Customers will not defraud or abuse (or attempt to defraud or abuse) ScienceSoft, the terms of the Program;
  • - Use any trademarks, names or other identifiers owned or used by ScienceSoft without previous written consent of ScienceSoft.
• The Referrer shall conduct all of its business in its own name and in accordance with the highest business standards, acting dutifully, in good faith and in compliance with all laws and not perform any act that would or might reflect adversely upon the Services or the business, integrity or goodwill of ScienceSoft.
• The Referrer shall not be, or purport to be, authorized to legally represent ScienceSoft or to conduct negotiations on behalf of ScienceSoft. The Referrer shall not have the authority to make any commitments or agreements or incur any liabilities whatsoever on behalf of ScienceSoft nor shall ScienceSoft be liable for any acts, omissions to act, contracts, commitments, promises or representations made by Referrer.

IV. INDEPENDENT CONTRACTOR STATUS

The Referrer is an independent contractor and has no authority to act for or on behalf of ScienceSoft or to bind ScienceSoft to any contract or in any other manner without the prior written approval of ScienceSoft, and the Referrer will not hold itself out as having such authority. This Agreement does not create or imply an agency or partnership relationship of any kind.

Nothing contained in this Agreement shall be construed to give either party the power to direct and control the day-to-day activities of the other; create a principal-agent or employer-employee relationship; or constitute the parties as partners, joint venturers, co-owners or otherwise as participants in a joint undertaking.

All financial and other obligations associated with the Referrer’s business are solely the Referrer’s responsibility. As an independent contractor, the mode, manner and method used by the Referrer shall be under the Referrer’s sole control and the Referrer shall be solely responsible for risks incurred in the operation of its business and the benefits thereof. The Referrer shall bear all of its own expenses in connection with the performance of this Agreement and will not be entitled to reimbursement of any such expenses by ScienceSoft.

V. INTELLECTUAL PROPERTY RIGHTS

The Referrer does not acquire any intellectual property rights under this Program except the limited rights necessary to carry out the purposes of this Program.

The Referrer acknowledges and agrees that no license is granted under this Agreement to use or access any Services, any of ScienceSoft’s products, proprietary technologies embodied therein, or any data, information or other content provided thereby. As between the parties, ScienceSoft retains all right, title and interest in and to the Services, products and all technology, data, information or other content embodied therein or provided thereby, as well as any intellectual property rights or similar rights in connection therewith, and the Referrer acknowledges that it neither owns nor acquires any rights in or to the Services.

VI. NON-COMPETE

Each party acknowledges that this Agreement does not create an exclusive agreement between the Parties. Each Party shall have the right to recommend similar products and services of third parties and to work with other parties in connection with the similar services and products of third parties. Notwithstanding the foregoing, once the Referrer submits a Potential Registered Customer to ScienceSoft, the Referrer will not refer any competitor of ScienceSoft to such Potential Registered Customer or/and will not solicit the Potential Registered Customer, either directly or on behalf of any person or entity, for purposes of offering such Potential Registered Customer products or services that are competitive with any of ScienceSoft’s products or services.

The Referrer will not enter into an agreement with a third party the effect of which would prohibit the submission of a Potential Registered Customer to ScienceSoft pursuant to this Agreement or/and will not enter in relations with other company regarding Registered Customers as a referrer or intermediary.

VII. CONFIDENTIALITY.

The Referrer shall not disclose the terms, conditions or existence of any non-public aspect of the Program to any third party, except to its professional advisors under a strict duty of confidentiality or as necessary to comply with the law.

The Referrer warrants that it will use all the information provided by ScienceSoft in a manner that complies with the applicable law and this Agreement; the Referrer will conduct all activities in furtherance of this Agreement in accordance with the applicable law.

VIII. LIMITATION OF LIABILITY.

SCIENCESOFT DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION FOR NON-INFRINGEMENT, SATISFACTORY QUALITY, MERCHANT-ABILITY AND FITNESS FOR ANY PURPOSE. TO THE FULLEST EXTENT PERMITTED BY LAW, THE PROGRAM AND REFERRAL LINK IS PROVIDED "AS IS" AND AT THE REFERRER’S OPTION AND RISK AND SCIENCESOFT DOES NOT GUARANTEE ANY RESULTS.

TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAW, SCIENCESOFT WILL NOT BE LIABLE FOR ANY LOSS OF USE, LOSS OF DATA, INTERRUPTION OF BUSINESS, DOWNTIME, LOST PROFITS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. IN NO EVENT WILL SCIENCESOFT’S LIABILITY UNDER THIS AGREEMENT EXCEED ONE THOUSAND DOLLARS (1,000.00 USD). THIS SECTION IS SEVERABLE AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT.

IX. INDEMNIFICATION

The Referrer will defend, indemnify and hold harmless ScienceSoft, its affiliates, directors, officers and employees against all liabilities, damages, losses, costs, fees (including legal fees), and expenses relating to any allegation or third-party legal proceeding to the extent arising out of: (a) the Referrer’s participation in the Program; and (b) the Referrer’s breach of any representation or warranty in this Agreement.

X. GOVERNING LAW

This Program will be governed by and construed in accordance with the laws of the state of Texas (without regard to any conflict of laws rule or principle that might refer governance or construction of this Program to the laws of another jurisdiction). Subject to the provisions set forth in this Program for the severability and reformation of any invalid or unenforceable provisions, this Program will be construed as a whole, according to its fair meaning, and not strictly for or against a party.

In addition to the other legal requirements in this Agreement, the Referrer expressly agrees to comply with the following:

The Referrer will comply with all applicable commercial and public anti-bribery laws ("Anti-Bribery Laws"), including the U.S. Foreign Corrupt Practices Act of 1977 and the UK Bribery Act of 2010, which prohibit corrupt offers of anything of value, either directly or indirectly to anyone, including government officials, to obtain or keep business or to secure any other improper commercial advantage. "Government officials" include any government employee; candidate for public office; and employee of government-owned or government-controlled companies, public international organizations, and political parties. Furthermore, the Referrer will not make any facilitation payments, which are payments to induce officials to perform routine functions they are otherwise obligated to perform. If the Referrer becomes aware of suspicious, illegal or fraudulent activity occurring in relation to this Agreement, the Referrer will inform ScienceSoft about the suspicious or fraudulent activity. The Referrer acknowledges that any Fees paid to the Referrer under this Agreement are for its own account and that, except as appropriate to carry out its duties set forth herein in a legal manner, the Referrer did not, has no obligation to, and will not, directly or indirectly, give, offer, pay, promise to pay, or authorize the payment of money or any thing of value to any other person in connection with the performance of its referral activities hereunder. In particular, without limitation, the Referrer agrees not to take any actions that would cause the Referrer or ScienceSoft to violate the United States Foreign Corrupt Practices Act or any other anti-bribery law.

The Referrer will comply with all applicable export and re-export control laws and regulations, including (i) the Export Administration Regulations ("EAR") maintained by the U.S. Department of Commerce, (ii) trade and economic sanctions maintained by the U.S. Treasury Department's Office of Foreign Assets Control, and (iii) the International Traffic in Arms Regulations ("ITAR") maintained by the U.S. Department of State.

The Referrer represents, warrants and certifies to ScienceSoft that: (i) it has legal authority to enter into this Agreement and participate in the Program, and it will conduct its business activities in a legal and ethical manner; (ii) its employment contract (if applicable) does not restrict it from participating in the Program, and where the Referrer is also a representative, agent or an employee of ScienceSoft it has also obtained a valid consent from its employer to participate; (iii) the Referrer has submitted or/and will submit complete and truthful information in connection with its activities/obligations under this Agreement; (iv) the Referrer will submit all filings and obtain any approvals that may be necessary for the Referrer to perform its obligations under this Agreement, (v) the Referrer will commit no act that would reflect unfavorably on ScienceSoft; (vi) the Referrer is not a party with whom ScienceSoft is prohibited from doing business under U.S. export regulations and controls; and (vii) the Referrer will comply with all applicable local, state, federal, and foreign laws, treaties, regulations, and conventions in connection with its performance of this Agreement, including without limitation, privacy, anti-spam, advertising, copyright, trademark and other intellectual property laws.

XI. NOTICES

Except as otherwise expressly provided herein, all notices, approvals, consents and other communications required or permitted under this Agreement will be invalid unless made in writing and given (a) by ScienceSoft via mail or e-mail (to the address the Referrer provides) or by way of a posting on ScienceSoft website, or (b) by the Referrer via email to contact@scnsoft.com. Any notice required under this Agreement shall be provided to the other party in writing.

XII. ASSIGNMENT

The Referrer may not assign, subcontract or delegate this Agreement or any of its rights or obligations hereunder, in whole or in part, including without limitation by operation of law, without ScienceSoft’s prior written consent. Any attempt to assign this Agreement without such consent will be null and void. ScienceSoft may assign this Agreement and subcontract or delegate its obligations hereunder to any third party with or without the Referrer’s consent. Subject to the foregoing, this Agreement will bind and inure to the benefit of each party’s permitted successors and assigns.

XIII. ENTIRE AGREEMENT

This Agreement constitutes the entire terms and conditions between the parties with respect to the subject matter of this Agreement. There are no understandings or terms and conditions relative to the subject matter of this Agreement that are not fully expressed herein and no change, waiver, or discharge will be valid unless in writing and executed by the party against whom the change, waiver or discharge is sought to be enforced. This Agreement may be changed, amended, added, deleted or modified at any time without prior notice, temporarily or permanently and entirely by ScienceSoft at its own discretion. If ScienceSoft modifies this Agreement, the modifications will be posted on ScienceSoft website, which is effective upon posting. Continued participation in the Program after any modification shall constitute consent to such modification. If the Referrer does not agree to the changes made to this Agreement, the Referrer will not be deemed to be participating in the Program. Opting out of the Program may result in the loss of all accumulated Fees. If the Referrer opts out, then signs back into the Program, the Referrer may be treated as a new Referrer.

XIV. SEVERABILITY

The parties intend for all the provisions of this Agreement to be enforced and enforceable to the fullest extent permitted by law. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future laws in effect during the term of this Agreement, that provision will be fully severable. This Agreement will be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part hereof, and the remaining provisions will remain in full force and effect and will not be affected by the illegal, invalid, or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of each illegal, invalid, or unenforceable provision, there will be added automatically, as a part of this Agreement, a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid, and enforceable.

XV. TERMINATION AND CHANGES

ScienceSoft may suspend or terminate the Program/Agreement or the Referrer’s participation in the Program at any time for any reason at its own discretion.

ScienceSoft may at any time and at its sole discretion: (i) modify or update the terms of, including but not limited to, the Program, this Agreement and will make such modified or updated terms available in writing.