SLICE REFERRAL TERMS AND CONDITIONS

General.

The following Slice Referral Terms and Conditions (these “Referral Terms”) govern, the Slice Solutions, Inc. (“Slice”) Restaurant Referrals program (the “Referral Program”).  You, as an individual submitting a referral on behalf of yourself or as an individual submitting a referral on behalf of a Merchant, have agreed to these Referral Terms by submitting information to Slice through https://slice.com/referrals.  Any individual submitting the referral information on behalf of a Merchant represents and warrants that such individual has the authority to legally bind Merchant to these Referral Terms. “You” and “yours” hereunder will refer to the applicable Merchant and/or an individual, as appropriate, in light of the context in which the term is used.

Definitions.

“Eligible Affiliate Referral” means the referral of an Affiliated Shop Location (as defined below) to Slice by an owner of such pizzeria during the Program Period through the online referral form located at https://slicelife.partners/referral which Affiliated Shop Location, as a result of such referral, is approved by Slice to use the Eligible Product and the applicable Merchant (i) enters into a Product Agreement (as defined below) for the use of the Eligible Product by such Affiliated Shop Location within ninety (90) days of the date of such referral and (ii) such Affiliated Shop Location actively uses the Slice Register product to process consumer transactions after entering into an agreement in a form approved by Slice.

• "Eligible Product” means Slice’s (i) Register product and (ii) Family Membership package (as defined by Slice). Notwithstanding anything herein to the contrary, no location shall be deemed to have more than one Eligible Product.

Eligible Prospect” means a prospective Merchant customer of Slice that meets the following conditions: (i) the referred Merchant has not previously purchased or signed up for a trial or subscription to the applicable Eligible Product, as of the date such referral is made; (ii) Slice has not been engaged in active discussions with such referred Merchant regarding the applicable Eligible Product during the six (6) month period immediately preceding the date of submission of the applicable referral; (iii) the referred Merchant has not been referred to Slice during the 90 days immediately preceding the date of submission of the applicable referral; (iii) the referred Merchant is not the party making the referral, (iv) the referred Merchant is not owned and managed by the referring party (or any of its affiliates); and (v) Slice has not otherwise determined that the referred Merchant shall not be deemed an Eligible Prospect.

“Eligible Referral” means the referral of an Eligible Prospect to Slice by an Eligible Referrer during the Program Period through the online referral form located at https://slice.com/referrals which Eligible Prospect, as a result of such referral, is approved by Slice to use an Eligible Product and such Eligible Prospect meets the following conditions: (i) enters into an agreement in a form approved by Slice for the use of such Eligible Product within ninety (90) days of the date of such referral (the “Product Agreement”); and (ii)  actively uses the Slice Register product to process consumer transactions.

"Eligible Referrer” means a Referrer that (i) is a current pizza shop member of the Slice shop network as determined by Slice if the Referrer is a Merchant or (ii) is eligible to refer Eligible Prospects to Slice (as determined by Slice in its sole discretion) if the Referrer is an individual.  

"Merchant” means a pizzeria shop. 

“Program Period” means June 26, 2025 to December 31, 2025.

“Referral Bonus” means $1,500 per location that meets the criteria of an eligible referral.

“Referrer” means an individual or a Merchant that completes and submits the referral form located at https://slice.com/referrals to Slice.

THIRD PARTY REFERRALS.

If an Eligible Referrer makes an Eligible Referral to Slice, then Slice shall pay such Eligible Referrer a one-time Referral Bonus for such Eligible Referral. 

SELF REFERRALS

If the Eligible Referrer is a Merchant that is an existing customer of Slice as of the date of the applicable referral, has locations that are not already part of the Slice shop network (each, an “Affiliated Shop Location”) and, during the Program Period, such Eligible Referrer makes an Eligible Affiliate Referral with respect to any of its Affiliated Shop Locations then such Eligible Referrer will be eligible to receive a one-time Referral Bonus if such Affiliated Shop Location actively uses the Slice Register product to process consumer transactions as a result of such Eligible Affiliate Referral (the “Self Referral Bonus”). For the avoidance of doubt, (i) an Eligible Referrer shall not be eligible to receive both a Referral Bonus and a Self Referral Bonus with respect to the same Merchant or any affiliated Merchants, in each case determined by Slice in its discretion; and (ii) no Self Referral Bonus shall be payable with respect to an Affiliated Shop Location that (x) previously used the Eligible Product, (y) Slice has been engaged in active discussions with the applicable Merchant during the six (6) month period immediately preceding the date of submission of the applicable referral, (z) has been referred by a third party to Slice during the ninety (90) day period immediately preceding the date of submission of the applicable referral or (z) Slice has otherwise determined that the referred Affiliated Shop Location shall not be deemed eligible for a Self Referral Bonus. Further, no Self Referral Bonus shall be payable with respect to an Affiliated Shop Location that Slice has otherwise determined shall not be eligible to use the Eligible Product.

Payment Terms.

Each Referral Bonus herein will be paid to the Eligible Referrer via an Amex gift card or such other means as determined by Slice.

Changes to Program; Interpretation.

Slice may alter, modify, suspend or terminate (i) the Referral Program or any part of the Referral Program and (ii) any part of these Referral Terms at any time upon notice, which notice may be provided through slice.com, slicelife.com, mail, e-mail, or such other methods as determined by Slice in its sole discretion, including, without limitation, by posting modified Referral Terms at https://slice.com/referrals-termsandconditions You agree that Slice has the right, in Slice’s sole discretion, to interpret the terms of this Referral Program and to assess the legitimacy and qualification of any referral.  Slice is under no obligation to make an Eligible Product available to any Merchant, or Merchant location, referred to Slice.

No Warranty.

SLICE EXPRESSLY DISCLAIMS AND DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO ANY ELIGIBLE PRODUCT OR ANY OTHER MATTER. SLICE EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, AND ANY IMPLIED WARRANTIES THAT ARISE OUT OF COURSE OF DEALING OR USAGE OF TRADE. SLICE DOES NOT WARRANT THAT ANY ELIGIBLE PRODUCT WILL BE SECURE OR ERROR-FREE OR THAT ANY ERRORS WILL BE CORRECTED.

Limitation of Liability.

IN NO EVENT SHALL SLICE’S AGGREGATE LIABILITY TO YOU HEREUNDER EXCEED THE LESSER OF (A) THE AMOUNT OF THE APPLICABLE REFERRAL BONUS, IF ANY, OWED TO YOU HEREUNDER AND (B) $50.00. NEITHER SLICE NOR ANY OF ITS AFFILIATES WILL BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOSS OF PROFITS, REVENUES, INCOME, DATA, BUSINESS INTERRUPTION OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH ANY ELIGIBLE PRODUCT, THESE REFERRAL TERMS, OR SLICE’S REFERRAL PROGRAM, WHETHER AN ACTION IS IN CONTRACT OR TORT (INCLUDING NEGLIGENCE), AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF SLICE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Indemnification.

You will indemnify and hold harmless Slice, 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 your breach of these Referral Terms.

Covenants.

You shall not (i) make any representation, warranty or guarantee regarding any Eligible Product, (ii) assume or create, or attempt to assume or create, any obligation or responsibility, express or implied, on behalf of or in the name of Slice, or (iii) make any false or misleading representations with regard to Slice or any Eligible Product.  You shall comply with all applicable laws and regulations.

Taxes.

All taxes associated with the receipt or use of any Referral Bonus are the sole responsibility of you or the Merchant, as applicable.

DEPENDENT PARTIES.

Nothing in these Referral Terms or the Referral Program will create, constitute or evidence any partnership, joint venture, agency, trust or employer/employee relationship between you and Slice. You do not have the authority to act for, or to incur any obligation on behalf of Slice.

Entire Agreement.

These Referral Terms constitute the entire agreement and understanding between you and Slice regarding the Referral Program and supersede and replace all prior agreements, arrangements, representations and undertakings between you and Slice with respect to such subject matter.

Governing Law.

These Referral Terms shall be governed by and construed in accordance with the laws of the State of New York. Each party hereby submits to the jurisdiction of any state or federal court sitting in New York County, State of New York, United States of America for any action, suit or proceeding arising out of or relating to these Referral Terms and the transactions contemplated hereunder. The parties expressly submit and consent in advance to such jurisdiction in the aforementioned courts, and each party hereby waives any objection that it may have based upon lack of personal jurisdiction, improper venue or forum non conveniens.