REFER-A-FRIEND PROGRAM

The Lightspeed entity as indicated in the table set forth in section 6 of these Program Terms (collectively, “we,” “Lightspeed” or “Company”) may, from time to time, offer Customer (as defined below) the opportunity to refer friends (each a “Referred Friend”) to use or access the Lightspeed products and services (the “Program”). We reserve the right to terminate the Program at any time for any reason. By participating in the Program, Customer is bound by these Refer-A-Friend Program Terms and Conditions, including the Appendix herein attached (the “Program Terms”) and agree to use the Program in the manner specified herein. If you do not agree to these Program Terms in their entirety you are not authorized to participate in the Program in any manner. Customer may not participate in the Program where doing so would be prohibited by any applicable law or regulation.

Lightspeed reserves the right to modify or amend, at any time, these Program Terms and the methods through which Rewards are earned. We reserve the right to modify, limit or restrict participation in the Program to any person at any time for any reason and without notice. Participant eligibility shall be determined by Lightspeed in its sole discretion. A Customer’s time of entry into the Program will be determined by Lightspeed in its sole discretion. We reserve the right to disqualify any Customer at any time from participation in the Program if such Customer does not comply with any of these Program Terms.

1. Privacy

Only a current Lightspeed’s customer that is on a paid plan may participate in the Program to recommend the Lightspeed products and services to Referred Friends (“Customer”, or “you”). To participate in the Program, Customer must submit personal information about themselves, or the Referred Friend, including, but not limited to, name, email address and telephone number. The personal information will be collected, processed and used in accordance with Lightspeed’s Privacy Policy, which may be found at: https://www.lightspeedhq.com/legal/privacy-policy/ (the “Privacy Policy”). In particular, personal information may be used by Lightspeed to contact Customer with regards to their participation in the Program. 

In the event that you submit personal information on  the Referred Friend, you represent and warrant that you i) obtained all the necessary consent from the Referred Friend to disclose and share their personal information, (ii) acted at all times in compliance with applicable laws, including Data Protection Laws. “Data Protection Laws” means applicable legislation protecting the personal information (or equivalent term) of natural persons, together with any regulations, binding guidance and codes of practice issued from time to time by relevant supervisory authorities, including as amended or replaced from time to time. 

2. The Program

Program Participation

To participate in the program, a Customer may visit Lightspeed Referral Program page located on its website, and follow the on-screen instructions to refer Referred Friends to Lightspeed for use of the Lightspeed products and services (Customer who refer Referred Friends is called “Referrer”). An Eligible Referrer who is fully compliant with these Program Terms may receive Rewards for every Qualified Referral.

Eligible Referrer

To be eligible, a Referrer must  be at least eighteen (18) years old (an “Eligible Referrer”). Employees of Lightspeed, existing referral partners or technology partners and any of their subsidiaries, affiliates or promotional agencies, including immediate family and household members, are prohibited from participating in the Program and shall not be considered Eligible Referrers under these Program Terms.

Qualified Referrals

A Qualified Referral means a referral that meets all of the following conditions: (1) the Referred Friend is a merchant; (2) the Referred Friend is located in a jurisdiction where Lightspeed operates and offered the Lightspeed products and services; (3) the Referred Friend does not generate more than thirty percent (30%) of its revenue over the preceding twelve (12) month period from at least one of the restricted industries as set in Appendix 1 herein attached; (4) the Referred Friend is not an existing customer of Lightspeed, part of a group sharing common ownership with a participating Lightspeed customer or a new location of an existing Lightspeed customer; (5) the Referred Friend is not currently engaged in the sales process by Lightspeed direct sales efforts, a Lightspeed partner, another Referrer or otherwise; and (6) the Referred Friend enters into an agreement with Lightspeed relating to the Lightspeed products and services as a direct result of Referrer’s referral (for the avoidance of doubt, if a Referred Friend enters into an agreement with Lightspeed relating to the Lightspeed products and services using any other link or method, the registration will not count as a Qualified Referral, and Referrer will not earn credit for the referral or any Reward) (each a “Qualified Referral”). A Referrer’s referral of itself or a related entity as a Referred Friend shall not be considered a Qualified Referral. Classification of a referral as a Qualified Referral shall be at Lightspeed’s sole discretion. Credit and Reward shall only be awarded for Qualified Referrals.

Rewards

Upon Referred Friend being in good standing, including paying its fees and invoices in a timely manner,  for the first three (3) months of its subscription to the Lightspeed products and services, Referrer shall receive a Reward on a per-Referred Friend basis. The amount of the Reward shall be based upon the number of Qualified Referrals submitted by the Referrer (each a “Reward”). Subject to the Program Terms, for each such Qualified Referral meeting the above qualifications, Referrer will earn, for each Qualified Referral, the Reward as set in the below table based on the Referrer’s location:  

Rewards are subject to verification, and Lightspeed may delay a Reward for the purposes of investigation or for any other reason it deems appropriate. Lightspeed may also refuse to verify and process any transaction it deems, in its sole discretion, to be fraudulent, suspicious, in violation of these Program Terms or Lightspeed’s Privacy Policy, or believes will impose potential liability on Lightspeed, its subsidiaries, affiliates or any of their respective officers, directors, employees, representatives and agents. All of Lightspeed’s decisions are final and binding, including decisions as to whether a Qualified Referral, credit or Reward is verified. Referrer shall be solely responsible for any tax reporting and/or payment obligations in respect to any Reward received under the Program.

3. Content Ownership and Use.

The online platform and the Program may contain contents that include designs, text, graphics, images, video, information, logos, button icons, software, audio files, computer code, and other content (collectively, the “Content”). Customer agrees and acknowledges that Lightspeed and/or its licensors owns all right, title and interest in the Content, and that other than as specified in this Program Terms, Customer will have no right to use the Content or other intellectual property of Lightspeed, whether or not provided by Lightspeed, without first obtaining Lightspeed’s written consent.

License to Customer

Lightspeed authorizes Customer, subject to these Program Terms, to access and use the online platform, Program and the Content solely for Customer’s personal and non-commercial use. This license is revocable at any time without notice and with or without cause. Unauthorized use of the Content may violate copyright, trademark and applicable communications regulations and statutes and is strictly prohibited.

Trademarks

The registered or unregistered names, logos, insignias, product and service names and other intellectual property rights are or may be trademarks of Lightspeed and/or its licensors (the “Marks”). Without Lightspeed's prior written permission, and except as solely enabled by any link as provided by Lightspeed, Customer agrees not to display or use the Marks in any manner.

4. Warranties; Limitation of Liability; Indemnification

Customer Warranties

Customer warrants that it (i) will not make any promise, representation, guarantee or warranty to any Referred Friend or to any other party, and (ii) will not create any obligations (express or implied) or negotiate prices or other terms and conditions, on behalf of Lightspeed or otherwise attributed to Lightspeed, regarding the Lightspeed products and services or any other products or services provided by Lightspeed or its parent, subsidiary or affiliate companies, whether or not such products or services are provided under the terms of this Program Terms. 

Disclaimer of Warranties

CUSTOMER EXPRESSLY UNDERSTANDS AND AGREES THAT: (A) CUSTOMER’S USE OF THE PROGRAM IS AT CUSTOMER’S SOLE RISK, THE PROGRAM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND LIGHTSPEED EXPRESSLY DISCLAIMS ANY AND ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE LIGHTSPEED PRODUCTS AND SERVICES, INCLUDING, WITHOUT LIMITATION, ANY CONDITION, REPRESENTATION OR WARRANTY OF DURABILITY, COMPATIBILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT OF THE PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY OTHER PERSON; (B) LIGHTSPEED MAKES AND GIVES NO WARRANTY THAT (I) THE PROGRAM WILL MEET CUSTOMER REQUIREMENTS; (II) THE PROGRAM WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (III) THE RESULTS OBTAINED FROM THE USE OF THE PROGRAM WILL BE ACCURATE OR RELIABLE; (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL OBTAINED BY CUSTOMER THROUGH THE PROGRAM WILL MEET CUSTOMER’S EXPECTATIONS; AND (V) ANY ERRORS IN THE SERVICE WILL BE CORRECTED; AND (C) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PROGRAM IS ACCESSED AT CUSTOMER’S OWN DISCRETION AND RISK, AND CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO CUSTOMER’S COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH MATERIAL.

Limitation of Liability and Indemnification

CUSTOMER EXPRESSLY UNDERSTAND AND AGREES THAT LIGHTSPEED SHALL NOT BE LIABLE TO CUSTOMER FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF LIGHTSPEED WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM (I) THE USE OR THE INABILITY TO USE THE PROGRAM; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH, FROM OR AS A RESULT OF THE PROGRAM; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF CUSTOMER’S TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OR THROUGH THE PROGRAM; OR (V) ANY OTHER MATTER RELATING TO THE PROGRAM. TO THE FULLEST EXTENT POSSIBLE BY LAW, LIGHTSPEED’S MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE PROGRAM, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE), WILL NOT EXCEED ONE HUNDRED DOLLARS ($100.00).

BY PARTICIPATING IN THE PROGRAM, CUSTOMER AGREES TO (1) BE BOUND BY THESE PROGRAM TERMS, THE DECISIONS OF LIGHTSPEED AND ITS DESIGNEES, AND LIGHTSPEED’S PRIVACY POLICY; AND (2) DEFEND, INDEMNIFY AND HOLD LIGHTSPEED, ITS AFFILIATED AND RELATED ENTITIES, AND ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS AND EMPLOYEES, HARMLESS FROM AND AGAINST ANY CLAIMS, LAWSUITS, INVESTIGATIONS, PENALTIES, DAMAGES, LOSSES OR EXPENSES (INCLUDING, BUT NOT LIMITED TO, ATTORNEY’S FEES AND COSTS) ARISING OUT OF OR RELATING TO THEIR PARTICIPATION IN THE PROGRAM (INCLUDING, WITHOUT LIMITATION, ANY PROPERTY LOSS, DAMAGE OR PERSONAL INJURY CAUSED TO ANY PERSON(S) AND/OR THE AWARDING, RECEIPT AND/OR USE OR MISUSE OF THE PROGRAM OR REWARD).

5. Prohibited Conduct.

Generally

Customer agrees not to use the Program to:

• Violate applicable law;

• Infringe the intellectual property rights of Lightspeed or any third parties;

• Stalk, harass or harm another individual or entity;

• Collect or store personal data about other Customers;

• Impersonate any person or otherwise misrepresent Customer’s identity;

• Interfere with, disrupt or violate the Program Terms or servers or networks connected to the Program, or violate any requirements, procedures, policies or regulations of such networks;

• Interfere with another Customer’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; or

• Conduct any illegal activity or solicit the performance of any illegal activity or other activity that infringes the rights of others.

Bulk Distribution (“Spam”)

If a Referrer contacts a Referred Friend by email in relation to the Program, the email must be created and distributed in a personal manner that is appropriate and customary for communications with Referred Friend. Bulk email distribution, distribution to strangers, or any other promotion of the Lightspeed products and services in a manner that would constitute or appear to constitute unsolicited commercial electronic messages or “Spam” in Lightspeed’s sole discretion is expressly prohibited and may be grounds for immediate termination of Referrer’s ability to participate in the Program. Lightspeed has a no tolerance Spam policy. Lightspeed has no obligation to monitor the content transmitted or otherwise shared by Customer; however, in the event that Lightspeed discovers that Referrer’s actions violate these Program Terms, Lightspeed may prohibit any use of the Program by Referrer. In such instances, Referrer is the actual sender of the emails and must comply with applicable law. Referrers who do not comply with the law, including anti-spam laws, are obligated to indemnify Lightspeed against any liabilities, costs and expenses it incurs as a result of such Spam.

Fraudulent and Suspicious Behavior

Lightspeed may prohibit Customer from participating in the Program or receiving credit or a Reward, in its sole discretion, if it determines Customer 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 or intending to annoy, abuse, threaten or harass any other Customers, Referred Friends or representatives of Lightspeed. Use of any automated system, script or macro to participate is strictly prohibited and will result in disqualification. Customer may not enter with multiple or fake email 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. Lightspeed reserves the right to disqualify any Customer and/or cancel any Reward(s) if it finds Customer to be tampering with the entry process or operation of the Program or violating these Program Terms.

6. Governing Law and Venue.

The Lightspeed entity that the Customer is contracting with under these Program Terms, the laws that these Program Terms will be governed by and construed in accordance with, and the courts which will adjudicate any dispute or claim arising out of our in connection with these Program Terms, depend on where the Customer is domiciled, as follow:

7. General Terms.

These Program Terms constitute the entire agreement between Customer and Lightspeed concerning Customer’s use of the Program. Lightspeed and Customer are independent contractors with respect to each other and neither party will have the authority to act or represent the other party or its affiliates, officers, directors or employees in any way, and will not be an agent of the other party. These Program Terms will not create or constitute any agency, partnership, joint venture or association, or confer on either party any express, implied or apparent authority to make any representation or incur any obligation on behalf of the other. The failure of Lightspeed to exercise or enforce any right or provision of these Program Terms shall not constitute a waiver of such right or provision. If any provision of these Program Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Program Terms remain in full force and effect. The section titles in these Program Terms and for convenience only and have no legal or contractual effect. A person who is not a party to these Program Terms shall have no right to enforce or receive the benefit of any of these Program Terms.

APPENDIX 1

The following are restricted industries:

1. Automotive Industry: Manufacturers and sellers of cars and trucks;

2. Powersports Industry: Manufacturers and sellers of motorcycles, all-terrain vehicles (ATVs), snowmobiles and personal watercrafts;

3. Recreational Vehicle Industry: Manufacturers and sellers of recreational vehicles; and

4. Marine Industry: Manufacturers and sellers of watercrafts sold with an engine or motor, as well as marinas.