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 a Merchant that is an Eligible Referrer during the Program Period through the online referral form located at https://slice.com/referrals which Affiliated Shop Location, as a result of such referral, is approved by Slice to use the Eligible Product and (i) such Merchant enters into an agreement, in a form approved by Slice, for the use of the Eligible Product by such Affiliated Shop Location within thirty (30) days of the date of such referral; and (ii) such Affiliated Shop Location uses the Eligible Product for a minimum of ninety (90) consecutive days after entering into an agreement in a form approved by Slice.

"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 not an employee of Slice and is eligible to refer Eligible Prospects to Slice in Slice’s sole discretion if the Referrer is an individual.

"Eligible Product” means Slice’s Online Ordering product.

“Eligible Prospect” means a prospective Merchant customer of Slice that meets the following conditions: (i) the referred Merchant is not an existing customer of any product or service of Slice, and has not previously signed up for a trial or subscription to any product or service of Slice, as of the date such referral is made; (ii) Slice has not been engaged in active discussions with such referred Merchant during the six (6) month period immediately preceding the date of submission of the applicable referral; (iii) the referred Merchant has not been referred by a third party to Slice during the six (6) month period immediately preceding the date of submission of the applicable referral; (iv) the referred Merchant is not owned or managed by the referring party (or any of its affiliates); (v) the referred Merchant is not an Affiliated Shop Location; and (vi) 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 the 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 the Eligible Product within thirty (30) days of the date of such referral; and (ii) uses the Eligible Product for a minimum of ninety (90) consecutive days after entering into an agreement in a form approved by Slice.

"Merchant” means a pizzeria shop entity. 

“Program Period” means August 1, 2024 to December 31, 2024.

“Referral Bonus” means:

• If the Eligible Prospect is a Merchant that enters into an agreement to use the Eligible Product for one (1) location, then the Referral Bonus amount is $500. 

• If the Eligible Prospect is a Merchant that enters into agreement(s) to use the Eligible Product for multiple locations, then the Referral Bonus amount is $500 for the first location and then an additional $250 per location.

“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 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 $250 referral bonus for the first Affiliated Shop Location that becomes a user of the Eligible Product as a result of such Eligible Affiliate Referral and a one-time $50 referral bonus for any additional Affiliated Shop Location(s) that become users of the Eligible Product as a result of an 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 during the six (6) month period immediately preceding the date of submission of the applicable referral, or (z) has been referred by a third party to Slice during the six (6) month period immediately preceding the date of submission of the applicable referral. 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 and Self 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 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 the 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 THE 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 THE 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 AND SELF 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 THE 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 the 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 the Eligible Product.  You shall comply with all applicable laws and regulations.

Taxes.

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

Independent 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 convenience.