Solaxy Marketplace

Terms – Solaxy Group Referral Program

This Solaxy Referral Program Agreement (“Agreement”) is made by and between Solaxy Group Corp. (“Solaxy”) and the referring party signing this Agreement (“Participant”).

This Agreement regulates the Participant’s participation in the Solaxy Referral Program described below (the “Program”). You represent and warrant that: (i) you have the legal authority to enter into this Agreement; (ii) you have read and understood this Agreement; and (iii) you agree to its terms. If you do not have the legal authority to enter into this Agreement or if you do not agree with these terms, do not click the button below to accept this Agreement.

This Agreement is effective between Participant and Solaxy as of the date Participant electronically accepts to signup to this Agreement.

1. Definitions

“Custom Code” refers to the unique code or URL that Solaxy will provide to a Participant to associate Eligible Referrals submitted by the Participant with the Participant’s Program account.

“Eligible Referral” refers to a net new customer lead eligible for the direct in-app purchase of any Solaxy plans, excluding Ineligible Referrals.

“Incentives” refers to coupons, promotion codes, or other incentives redeemable by the Participant for use in promoting and marketing the Solaxy platform in accordance with this Agreement.

“Ineligible Referrals” refers to services customers of resellers, other individuals or entities already enrolled in Solaxy systems, and Solaxy representatives, agents, or employees.

“Participant” refers to a Program member having a principal place of business or residence in the Territory who is a business, entity, or other individual with a valid tax identification number, excluding (i) representatives, agents, and employees of Solaxy Group.

“Referral” refers to a new client lead for in-app plan purchase sent to the Solaxy platform by Participant via its Custom Code.

“Referral Fees” means the fees to be paid by Solaxy to participants for Eligible Referrals that result in a Valid Transaction.

“Resource Portal” refers to the website provided to participants by Solaxy that contains Program resource tools and information.

“Territory” is restricted to the geographical regions listed under “Territory” at the link provided. www.solaxy.com

“Valid Transaction” is a closed sale of a Service plan initiated by a Participant’s Custom Code and completed on the solaxy platform directly between an Eligible Referral and solaxy in accordance with the requirements for payment of Referral Fees.

2. Program Overview.

In accordance with the terms of this Agreement, the Participant will only market the Solaxy Platform to Eligible Referrals whose primary location is within the Territory. Participants will not promote the Solaxy Platform to Ineligible Customers as set out in this agreement. Solaxy will provide participants with a Custom Code for the purpose of correlating any Eligible Referrals that result in a Valid Transaction in accordance with the terms of this Agreement. Solaxy may issue Incentives to Participants in accordance with the restrictions and guidelines in this Agreement. As applicable, and subject to the terms of this Agreement, the Participant may not include the Solaxy provided Custom Code on its Personal platform, Website, or marketing materials for the Solaxy Platform for a Valid Transaction to qualify for Referral Fees, it must always originate from the Participant’s Custom Code.
Solaxy may choose to create a Program Guide, which may include updates to applicable Referral Fees, Incentives, and other pertinent Program details. The terms of any such Program Guide are incorporated into this Agreement and take precedence over any conflicting terms in this Agreement’s body.

3. Distribution of Custom Code and Incentives.

The participant will make every effort to distribute the Custom Code and Incentives: (a) only to Eligible Referrals; and (b) only after Solaxy has approved the distribution and provided the Participant with the applicable Custom Code and Incentives. All marketing materials (including without limitation the text of email distributions, if any) must be (i) strictly in accordance with any Program instructions supplied by Solaxy, (ii) compliant with the terms and conditions of this Agreement and all applicable marketing, privacy and data protection laws and governmental regulations. Any email distribution must: (iii) provide recipients with the option to opt-out of future communications from the Participant; and (iv) include Solaxy’s governing terms and conditions for any offered Incentives. Participants will, at Solaxy’s request, block the distribution of Custom Code and Incentives to parties designated by Solaxy in its sole discretion and in accordance with applicable laws.

4. Compliance.

In addition to the other legal requirements contained in this Agreement, Participant expressly agrees to abide by the following:
4.1. Anti-Bribery Laws and Reporting.
In performance of its obligation under this Agreement, Participant 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 employees of government-owned or government-controlled companies, public international organizations, and political parties.
Furthermore, participants will not make any facilitation payments, which are payments to induce officials to perform routine functions they are otherwise obligated to perform. If the Participant becomes aware of suspicious, illegal, or fraudulent activity occurring in relation to this Agreement, the Participant will report the suspicious or fraudulent activity to Solaxy within 24 hours of identifying the suspicious or fraudulent activity via: fraud@solaxygroup.com.
4.2 Export Control Laws.
Participant 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.
4.3 Acceptable Use Policy.
The participant will not send, post, transmit, or otherwise use any Solaxy-provided content, including the Solaxy name or the platform, in connection with any materials, sites, or otherwise that: (i) will generate or facilitate unsolicited bulk commercial emails; (ii) will, or otherwise encourage, the violation of the legal rights of others; (iii) is for an unlawful, invasive, infringing, defamatory, or fraudulent purpose; (iv) contains obscene or pornographic content.
4.4 Certification.
Participant represents, warrants and certifies to Solaxy that: (i) it has legal authority to enter into these terms and participate in the Program; (ii) its employment contract (if applicable) does not restrict it from participating in the Program, and where Participant is also a representative, agent or an employee of a Solaxy reseller it has also obtained a valid consent from its employer to participate; (iii) each Referral submitted by Participant will be reasonably made in good faith as an Eligible Referral; and (iv) it will comply with all applicable laws and governmental regulations, including without limitation, as described in this Section 4 above.

5. Termination and Modification of Terms.

Solaxy may, at its sole discretion and at any time, (i) modify or update the terms of, including but not limited to, the Program, this Agreement, and Incentives (and their governing terms and conditions) and will make such modified or updated terms available in writing, or (ii) revoke a Participant’s account, and/or terminate Participant’s participation in the Program in its entirety. If Solaxy provides the Participant with an updated Custom Code, or Incentives (and applicable terms and conditions), the Participant agrees to immediately begin using and complying with such updated versions.

6. Payment.

If You wish to place an Order for Goods available on the Service, You may be asked to supply certain information relevant to Your Order including, without limitation, Your name, Your email, Your phone number, Your credit card number, the expiration date of Your credit card, Your billing address, and Your shipping information.
6.1 Referral Fees
Solaxy will pay Participant a one-time Referral Fee for each Eligible Referral’s end user that results in a Valid Transaction, to be paid on up to a maximum of 20 end users per Valid Transaction, in the aggregate, in the fee amount of $20.00 USD for every successful transaction. Referral Fees will be calculated by using the lowest quantity of Eligible Referral end users purchased during the period beginning as of the 15th day of initial personal carbon plan payment through the completion of the 90 days period described in (d) below (provided all other Valid Transaction requirements are met). A Valid Transaction will only take place when an Eligible Referral: (a) registers on the solaxy platform directly using a valid payment instrument for the purchase of a carbon reduction plan; (b) the purchase originates from a Custom Code correlating to the Participant’s account; (c) does not already have, directly or indirectly, a Plan subscription; (d) has been invoiced for and from whom Solaxy has received payment for, at least a minimum period of 90 days for a planned purchase on the same primary Services domain; and (e) where all the foregoing occurs during the Participant’s period of participation in the Program. Solaxy may, at its sole option, prospectively increase or decrease Referral Fees amounts by providing a written notice (email/electronic communication permitted) to the Participant, or updating this Agreement and/or any applicable Program Guide. Solaxy reserves the right, in its sole discretion not to pay any Referral Fees to the Participant where Solaxy determines the Participant’s actions are not consistent with the intent of this Program.
6.2. Incentives.
Solaxy may elect to provide Participant with Incentives to offer its Eligible Referrals from time to time. The use of any applicable Incentives is governed by the terms and conditions specified by Solaxy.
6.3. Payment Process.
In order for Participant to receive any Referral Fees Participant must first: (i) Join the Solaxy Platform by registering as a member. (ii) Complete the Solaxy-required payment form and maintain a valid bank account in the Territory. Solaxy will pay Referral Fees in the form of carbon credits or the equivalent in U.S. dollars to the participant’s Solaxy wallet within the Solaxy Platform, as indicated by Participant during the Program registration process and completion of the required vendor payment form. The Referral Fees above are exclusive of taxes, and Solaxy might withhold or charge taxes if determined by law. Additional payment terms may need to be accepted by Participant for the payment of Referrals Fees to Participant’s banking account. Referral fees will be issued to Participant on a monthly basis after the minimum hold period of 90 Days. All amounts referenced or payable under this Agreement are in U.S. Dollars unless Solaxy notified otherwise.
A participant is solely responsible for maintaining accurate and up-to-date account information. Solaxy is not liable for any payments that are not received as a result of the Participant’s failure to provide accurate and complete account information for payment, or any other relevant or required information.
Solaxy reserves the right, at its sole discretion, to modify the terms and conditions governing Participant’s payment process.

7. Restrictions.

Participant will not, and will not permit any third party to: (a) “frame,” minimize, remove, or otherwise inhibit the full and complete display of any Solaxy web page; (b) cause any hyperlinks to web pages on the Solaxy website to open in a new browser window; or (c) display Solaxy web pages or Brand Features in a distorted or diluted manner.

8. Term; Termination.

The Term shall continue until terminated by either party in accordance with these provisions. Either party may immediately terminate this Agreement with or without cause by providing written notice to the other party (email notice permitted). Upon termination or expiration of this Agreement, all licenses and rights granted will expire, and neither party will have the right to use the Brand Features of the other party. In the event of termination, participants will only receive Referral Fees that were earned in full for a Valid Transaction that occurred prior to the effective termination date. Notices of termination must be sent to Solaxy via: Terminate@solaxygroup.com

9. Confidentiality.

Participants may not disclose to any third party the terms, conditions, or existence of any non-public aspect of the Program, except to its professional advisors under a strict duty of confidentiality or as required by law.

10. Disclaimers; Limitation of Liability.

EACH PARTY 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 CUSTOM CODE IS PROVIDED “AS IS” AND AT PARTICIPANT’S OPTION AND RISK AND SOLAXY DOES NOT GUARANTEE ANY RESULTS. EXCEPT FOR (I) BREACHES OF SECTION 4 (COMPLIANCE); AND (ii) SECTION 12 (INDEMNIFICATION), TO THE FULL EXTENT PERMITTED BY LAW REGARDLESS OF THE THEORY OR TYPE OF CLAIM: (A) NO PARTY MAY BE HELD LIABLE UNDER THIS AGREEMENT OR ARISING OUT OF PERFORMANCE OF THIS AGREEMENT FOR ANY DAMAGES OTHER THAN DIRECT DAMAGES, EVEN IF THE PARTY IS AWARE OR SHOULD KNOW THAT SUCH DAMAGES ARE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY AND (B) NO PARTY MAY BE HELD LIABLE FOR DAMAGES UNDER THIS AGREEMENT IN THE AGGREGATE OF MORE THAN THE AMOUNT PAID BY SOLAXY TO PARTICIPANT UNDER THIS AGREEMENT IN THE 3 MONTHS BEFORE THE DATE OF THE ACTIVITY GIVING RISE TO THE FIRST CLAIM.

11. Indemnification.

Participant will defend, indemnify and hold harmless Solaxy, 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) Participant’s participation in the Program; (b) Participant’s website(s), Participant Brand Features and Solaxy’s use of any Participant content (provided that such use complies with the requirements of the Agreement); and (c) Participant’s breach of any representation or warranty in this Agreement.

12. Representations and Warranties.

Participant warrants that (a) Participant will use all information provided by Solaxy (including without limitation the Solaxy Brand Features) in a manner that complies with applicable law; (b) Participant will clearly and conspicuously display the text of the applicable terms and conditions for Incentives provided to Customers in accordance with this Agreement; and (c) Participant will conduct all activities in furtherance of this Agreement in accordance with applicable law.

13. Governing Law and Arbitration.

You shall provide the Company with accurate and complete billing information including full name, address, state, zip code, telephone number, and a valid payment method information.
13.1 Governing Law.
ALL CLAIMS ARISING OUT OR RELATING TO THIS AGREEMENT OR ANY RELATED SOLAXY PRODUCTS OR SERVICES (INCLUDING ANY DISPUTE REGARDING THE INTERPRETATION OR PERFORMANCE OF THE AGREEMENT) (“Dispute”) WILL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA, USA, EXCLUDING CALIFORNIA’S CONFLICTS OF LAWS RULES.
13.2 Arbitration and Disputes.
The parties will try in good faith to settle any Dispute within 30 days after the Dispute arises. If the Dispute is not resolved within 30 days:
  • (A) North America. any Dispute arising in the Territory within the limits of the geographic regions of North America (defined as the United States and Canada), arising out or relating to the subject matter of this agreement, will be litigated exclusively in the Federal or State Courts of Santa Clara County, California, USA, and the parties consent to personal jurisdiction in those courts;
  • (B) Other. any Dispute arising in the Territory within the limits of the geographical Territory of Brazil, Chile, Colombia, and Mexico, arising out or relating to the subject matter of this agreement, must be resolved by arbitration by the American Arbitration Association’s International Centre for Dispute Resolution in accordance with its Expedited Commercial Rules in force as of the date of this Agreement (“Rules”). For purposes of the arbitration procedures: (i) The parties will mutually select one arbitrator. The arbitration will be conducted in English in Santa Clara County, California, USA. (ii) The arbitrator may not decide by equity. (iii) Subject to the confidentiality requirements in Subsection (v) below, either party may petition any competent court, to issue any order necessary to protect that party’s rights or property; this petition will not be considered a violation or waiver of this governing law and arbitration section and will not affect the arbitrator’s powers, including the power to review the judicial decision. The parties stipulate that the courts of Santa Clara County, California, USA, are competent to grant any order under this Subsection (iii). (iv) The arbitral award will be final and binding on the parties and its execution may be presented in any competent court, including any court with jurisdiction over either party or any of its property. (v) Any arbitration proceeding conducted in accordance with this Section will be considered confidential information, including (1) the existence of, (2) any information disclosed during, and (3) any oral communications or documents related to the arbitration proceedings. The parties may also disclose the information described in this Subsection (v) to a competent court as may be necessary to file any order under Subsection (iii) or execute any arbitral decision, but the parties must request that those judicial proceedings be conducted in camera (in private). (vi) The parties will pay the arbitrator’s fees, the arbitrator’s appointed experts’ fees and expenses, and the arbitration center’s administrative expenses in accordance with the Rules. In its final decision, the arbitrator will determine the non-prevailing party’s obligation to reimburse the amount paid in advance by the prevailing party for these fees. (vii) Each party will bear its own lawyers’ and experts’ fees and expenses, regardless of the arbitrator’s final decision regarding the Dispute.

14. Miscellaneous.

All notices, unless otherwise stated herein, must be in writing and addressed to the attention of the other party’s Legal Department and primary point of contact. Notice will be deemed given when delivered (a) when verified by written receipt if sent by personal courier, overnight courier or mail or (b) when verified by automated receipt of electronic logs if sent by facsimile or email. Participants will not assign or otherwise transfer its rights or delegate its obligations under the Agreement, in whole or in part, and any attempt to do so will be null and void. The Agreement is not intended to benefit, nor shall it be deemed to give rise to, any rights in any third party. The parties are independent contractors, and the Agreement does not create any agency, partnership, or joint venture. No party is liable for inadequate performance to the extent caused by a condition that was beyond its reasonable control. Failure to enforce any provision will not constitute a waiver. If any provision is found unenforceable, the balance of the provisions will remain in full force and effect. In the event of any termination or expiration of the Agreement, Sections 5, 8, 9, 10 and 11 shall survive. This Agreement is the parties’ entire agreement relating to its subject and supersedes any prior or contemporaneous agreements on that subject. Any amendments must be in writing and executed by both parties (electronic form acceptable).