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 or https://slicelife.partners/referralss.  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 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 (i) Online Ordering product, (ii) Register product, (iii) Goods products, (iv) Phone Solution 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 six (6) month period immediately preceding the date of submission of the applicable referral; and (iv) 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 or https://slicelife.partners/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 thirty (30) days of the date of such referral; and (ii)  if such Eligible Product is Slice’s Register product or Slice’s Online Order product, uses such Eligible Product for a minimum of ninety (90) consecutive days after entering into an agreement in a form approved by Slice, or if such Eligible Product is Slice’s Goods product (x) completes at least one (1) Goods order, including completion of payment, within thirty (30) days of the date of such referral, and (y) completes at least two (2) Goods orders, including completion of payment, within ninety (90) days of the date of such referral. 

"Merchant” means a pizzeria shop entity. 

“Program Period” means February 19, 2025  to December 31, 2025.

“Referral Bonus” means

• If the Eligible Prospect is a Merchant that enters into an agreement for an Eligible Product for one (1) location, then the Referral Bonus amount equals $500 multiplied by the number of Eligible Products that meet the conditions of such Eligible Referral; provided, that, if the Eligible Product is the Slice Goods product, the Referral Bonus for that Eligible Product equals a one-time amount of $500 regardless of the number of Goods purchased by the Eligible Prospect. 

• Notwithstanding anything herein to the contrary, no location shall be deemed to have more than one Slice Online Ordering product, Slice Goods product or Slice Register product.

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

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 or https://slicelife.partners/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 convenience.