TERMS & CONDITIONS
OF UXPIN REFERRAL PROGRAM

§ 1
GENERAL RULES

1. These Terms and Conditions define and regulate the general rules and conditions of the Referral Program organized by UXPin INC./UXPin Sp. z o.o. in order to encourage selected group of UXPin Service users, invited by UXPin, to recommend that Software to their friends and acquaintances (hereinafter referred to as the: “Referral Program” or “the Program”), allowing the Referrers to obtain Rewards, which can be used to pay for their own Subscription Plans at UXPin.
2. The Organizer of this Referral Program is UXPin INC. a Delaware corporation with business address at: 1134 W El Camino Real, Mountain View, CA 94040, USA /UXPin Sp. z o.o. a Polish company with business address at Abrahama Street No 37/8, 81 – 366 Gdynia, Poland, entered into commercial register of the Polish Court Register held by the District Court Gdańsk – North in Gdańsk No 0000400136, with share capital of 66.100,00 PLN, TAX ID NO: 5862274376, (hereinafter referred to as “the Organizer” or “UXPin”).
3. The Referral Program is conducted internationally.
4. Conditions of participation in the Referral Program are regulated and governed by hereby Terms & Conditions. In all matters not regulated herein, UXPin Terms of Service and Privacy Policy shall apply.

1. Participation in this Referral Program is voluntary and free of any charges. UXPin is entitled to invite to the Program any and all UXPin Service Users, or, it may elect to invite to the Program only a selected group of such Users, as may be freely determined by UXPin.
2. The Referral Program begins on 24.05.2018 at 00:00:00 Pacific Time and is concluded for an indefinite period of time – until it is terminated by UXPin with one month prior notice.
3. UXPin reserves the right to modify this Terms and Conditions at any time. However, in the event UXPin resolves to terminate the Referral Program, it shall use reasonable efforts to inform the referring Participants about such termination with at least 1 (one) month notice, in order to allow them to make use of the accumulated Rewards.

§ 2
DEFINITIONS

1. “Account” means the user account, user name and password specifically associated with Subscriber.
2. “Free Trial” means the non-payable possibility granted by UXPin to potential Subscribers to try the Service free of charge for designated period, subject to completion of the trial registration through UXPin’s website and accomplishment of further conditions specified in UXPin Terms of Service.
3. “Invitation” means a unique link to a landing page at uxpin.com website, which shall be forwarded by the Referring Party to the Referents, communicated by UXPin to the Referring Party by an email, through a modal box or through any other means within the Service, in order to encourage the Referents to subscribe to the UXPin payable Subscription Plans and which shall contain a predefined message allowing UXPin to match each such successful subscription made by a Referent to the particular Referring Party who shared Invitation.
4. “Reference” means sharing or communicating the Invitation by the Referrer to Referents via electronic communication – email or social media (eg. Twitter, Facebook, Linkedin, Gmail etc.).
5. “Referent” means the natural or legal person who is not an active subscriber of UXPin payable Subscription Plan, and upon the Invitation referred by the Referring Party resolves to subscribe to any of the UXPin payable Subscription Plans.
6. “Referring Party” means the natural or legal person who is an active or inactive subscriber of UXPin payable Subscription Plan, or, a user of the Free Trial, who is aware of the Service and its functionalities and, upon obtainment of the Invitation, resolves to encourage its friends and acquaintances to subscribe to any of the UXPin payable Subscription Plans.
7. “Reward” means the credit for subscription to any of UXPin payable Subscription Plan period granted to the Referring Party for each Referent who upon receipt of the Reference resolves to subscribe to any of UXPin payable Subscription Plans and who is eligible under these Terms and Conditions.
8. “Service” means the user interface design tool hosted and made available as a software-as-a-service – references to “Service” herein shall be deemed to refer to the specific version of the Service referenced in the Subscription Plan.
9. “Subscription Plan” means the payable UXPin subscription plan subscriber has elected to subscribe to, as described on UXPin’s website.
10. “Terms of Service” means terms and conditions entered into by and between UXPin and the Subscriber, presented on the UXPin’s website.

§ 3
CONDITIONS OF PARTICIPATION IN THE REFERRAL PROGRAM

1. The Referral Program is open to legal persons and natural persons who, on the date of their entry into this Referral Program and within the Referral Program term of duration, comply with the following conditions:
   1. are persons of age in accordance with the national law to which the entities are subjected, in no event however younger than 18 years of age,
   2. have acquainted themselves with the provisions of these Terms and Conditions of the Referral Program,
   3. receive an Invitation from UXPin (condition regarding the Referring Party), or
   4. receive a Reference from the Referring Party (condition regarding the Referent).
2. The individual who participates in the Referral Program shall be hereinafter referred to as the “Participant”.
3. The Organizer’s employees, representatives, any members of the immediate family of above-mentioned people are excluded from participation in this Referral Program.
4. Through participation in the Referral Program, the Participant accepts these Terms and Conditions of the Referral Program as well as the applicable provisions of UXPin Terms of Service, to the extent they are not excluded in this Referral Program.
5. If a Participant does not agree to these Terms and Conditions, he is not authorized to participate in the Referral Program in any manner. Participants may not participate in the Referral Program where doing so would be prohibited by any applicable law, rule, or regulations.
6. Through participation in the Referral Program, the Participant confirms that the conditions of the participation are fulfilled by him.
7. The Organizer reserves the right to verify eligibility of each Referring Party and Referent to participate in this Referral Program.
8. The Organizer reserves the right to exclude each Participant from participation in this Referral Program in the event it reasonably determines that such Participant is not eligible under these Terms and Conditions or has breached any of the conditions specified in these Terms and Conditions. In the event of such exclusion, the Participant shall not be entitled to any claims or remedies towards the Organizer.

§ 4
RULES OF THE REFERRAL PROGRAM – REFERENCES AND REWARDS

1. UXPin may at its sole discretion elect to invite a Referring Party to participate in the Referral Program by sending the Invitation.
2. The Referring Party, who is eligible under § 3 of these Terms and Conditions, is entitled to participate in this Referral Program by sharing the Invitation to make References to his friends and acquaintances, thus encouraging them to subscribe for any of UXPin Subscription Plan. The References may be made via personal connections of the Referring Party, in particular, via email, Twitter, Facebook, Linkedin or other social media or personal blogs of the Referring Party, where the Referring Party is the primary content owner.
3. If during the term of duration of this Referral Program, as a result of such Reference, any Referent contacted by the Referring Party subscribes for a UXPin Subscription Plan and makes payment of at least two subsequent monthly fees for the Service (in event of subscription to a monthly Subscription Plan) or makes payment for the yearly subscription at first registration (in event of subscription to a yearly Subscription Plan), the Referring Party who shared such Reference shall be granted by UXPin with a Reward – a discount for UXPin Service Subscription in the value of $ [3] for each month the Referent matched with that Referring Party through Invitation, remains an active subscriber to any of UXPin payable Subscription Plan and makes due payments for such subscription.
4. For example, if due to the successful Invitation shared by the Referring Party the Referent purchases the Services under the yearly Subscription Plan and pays his subscription fee upfront, the Referring Party shall receive the Reward of $ [3] for each month of this subscription, credited at the Referring Party Reward account proportionally, in the amount of $ [3] after each month of this subscription (total Reward in this case will equal $ [36], credited proportionally throughout the year). If, on the other hand, due to the successful Invitation shared by the Referring Party the Referent purchases the Services under the monthly Subscription Plan and pays his subscription fee on time for the 6 consecutive months, the Referring Party shall receive the Reward of $ [3] for each such month of this subscription, credited at the Referring Party Reward account in the amount of $ [3] after each month of this subscription (total Reward in this case will equal $ [18], credited proportionally at the rate of $ [3] per month. In both scenarios, the Referring Party entitlement to further Rewards from particular Referent shall expire on the date the Referent ceases his subscription.
5. The Rewards shall be limited in value – up to the value of the Subscription Plan that the Referring Party has subscribed to at the date of receipt of Reward. Subject to this limitation, if for example, as a result of successful References made by the Referring Party, 10 (ten) Referents contacted by the Referring Party subscribe for UXPin monthly Subscription Plans for duration of one month, and make due payments as indicated in sec. 3 and 4 above, the Referring Party who shared such References shall be granted by UXPin with a Reward – a discount for UXPin Service Subscription in the value of $ [30] ($3 * 10 Referents).
6. The Rewards may be used by the Referring Party solely as means as discount for payment for any of the UXPin Subscription Plans the Referring Party wishes to subscribe for under the Referring Party Account. The accumulated Reward shall be calculated against the prices of Subscription Plans at 1:1 ratio. For example, an accumulated Reward amounting to $30, may be used by the Referring Party to pay for his own Subscription Plans, or upgrade the level of his Service, up to the value of $30. The Reward shall be used as discount and reduce the fee due from the Referring Party to UXPin for applicable Subscription Plan.
7. No financial or other substitution of above indicated Rewards or use thereof may be made or requested by the Referring Party – in particular, the Rewards are not subject to exchange for cash or any other tangible objects.
8. The Rewards shall be granted only for such Referent, who creates his Account with the use of the Invitation – a reference link communicated by UXPin and associated with particular Referring Party, at the unique landing page to which such Referent is directed. In the event more than one Invitation is used to visit the landing page, the Reward shall be granted to such Referring Party, whose Invitation is first used for direct registration of Referents’ Account.
9. The Rewards shall be granted only for such Referent, who creates his Account with the use of reference link as indicated in sec. 8 above, and makes first payment towards one of the UXPin Subscription Plans indicated in sec. 3 and 4 above within 30 days from the day of creation of the Account. In event no such payment is made within this 30 days period, no Reward shall be granted in relation to such Referring Party.
10. The Rewards shall be granted only upon receipt by UXPin of payment for the Referents Subscription Plans, in accordance with sec. 3 and 4 above.
11. The Referring Party may earn new Rewards also after spending the initial value of the accumulated Rewards – in the event his hitherto Referents contribute further Rewards as indicated in sec. 3 and 4 above, or, in event he makes further successful References, eligible under subsections 1-10 above and further rules of these Terms and Conditions.
12. UXPin shall inform the Referring Party about granting each Reward, either by providing information to the Account (if such Referring Party is then a Subscriber with an active Account) of the Referring Party, or by sending an email to the Referring Party. UXPin shall provide the Referring Party with information of the total current value of his accumulated Reward, how to spend it on UXPin Service Subscription Plans, and also, inform the Referring Party if the available Reward is reduced as a result of Referring Party use of Reward. UXPin may also inform the Referring Party how many Referents made use of his References.
13. The Rewards are non-transferable and may not be auctioned, traded, bartered or sold – they may only be used to pay for the UXPin Subscription Plans by the Referring Party to whom they were granted by UXPin.
14. The Rewards shall be used by the Referring Party during the term of duration of this Referral Program. If the Rewards are not used during the term of duration of this Referral Program, they will become forfeited – null and void – no financial or other compensation will be provided to the Referring Party for the unused Rewards. Also, upon exclusion of the Referring Party from the Referral Program under these Terms and Conditions, any then unused Rewards shall become forfeited.
15. The Rewards accumulated by the Referring Party shall become forfeited and cease to apply in event the Referring Party cancels his Subscription Plan or fails to make payment for any of UXPin Service invoices within 30 days of issuance thereof. Such forfeited Rewards shall not be regained even if the Referring Party reactivates his Account or subscribes to a Subscription Plan in the future.
16. The Rewards accumulated by the Referring Party shall remain valid and apply if the Referring Party changes a Subscription Plan such Party subscribes to – either in terms of period of subscription (monthly to yearly and vice versa) or in terms of level of the Service (higher or lower – depending on than-current UXPin Service price lists) or in relation to adding/removal of additional users associated with the Referring Party’s Account.
17. Rewards are subject to verification. UXPin may delay granting of a Reward for the purposes of investigation – UXPin may also refuse to verify and process results of any Reference if deems it, in its sole discretion, to be fraudulent, suspicious, in violation of these Terms and Conditions, or believes it may impose potential liability on UXPin its subsidiaries, affiliates or any of their respective officers, directors, employees, representatives and agents. All of the UXPin decisions in theses extent are final and binding.

§ 5
PROHIBITED ACTIONS

1. The Referring Party may not publish or distribute the Invitation or Reference and cause the Invitation or Reference to be published or distributed, on or via methods, platforms and media where he has no reasonable basis to believe that all of the readers or recipients are his personal friends or acquaintances (eg. coupon websites, Wikipedia).
2. The Referring Party undertakes to make References only to real individuals, with whom he has any sort of personal relation and who meet the requirements of these Terms and Conditions.
3. If an Invitation or Reference is shared via an email, the email must be created and distributed in a personal manner that is appropriate and customary for communications with friends and acquaintances. Any manner of spamming or bulk email distribution, distribution to strangers, or any other sharing of an Invitation or Reference in a manner that would constitute or appear to constitute unsolicited commercial email or “spam” in the UXPin sole discretion, is expressly prohibited and may result with an immediate exclusion of the Referring Party from the Referral Program by UXPin.
4. None of the Referring Party may make any References to themselves – eg. – by creating fake or multiple identities or Accounts or participating in the Referral Program using multiple or fake email addresses or identities. Use of any automated system, script, or macro to participate is strictly prohibited and may result with an immediate exclusion of the Referring Party from the Referral Program by UXPin.
5. The Referring Party also undertakes not to:
   1. violate any applicable laws;
   2. infringe the intellectual property rights of any third parties;
   3. stalk, harass, or harm another individual;
   4. collect or store personal data of other Participants;
   5. impersonate any person or otherwise misrepresent their identity;
   6. attempt to gain unauthorized access to the Referral Program, other Accounts, computer systems, or networks connected to that Program;
   7. transmit – in relation to sharing of a Reference – any file that contains viruses, worms, Trojan horses, or any other contaminating or destructive software;
   8. conduct any illegal activity or solicit the performance of any illegal activity or other activity that infringes the rights of others;

   and the Organizer shall not be held reasonable for any actions of any Referring Party made in contrary to the prohibitions listed above. All responsibility of the Organizer for any damages resulting from any such actions is hereby excluded to the greatest extent allowed by the applicable laws. The Referring Party agrees to defend and hold the Organizer harmless against any actions and claims resulting from such prohibited acts.

6. In the event that in the reasonable opinion of UXPin, the Referring Party has breached any of conditions of this Terms and Conditions, UXPin may exclude the Referring Party from the Referral Program and revoke granting any of the Rewards at any time if in UXPin sole opinion such Rewards were earned inappropriately or otherwise in violation of these Terms and Conditions.
7. UXPin has no obligation to monitor the manner of sharing the Invitations or References, however, it may choose to do so and take all actions appropriate under these Terms and Conditions.

§ 6
COMPLAINTS REGARDING THE REFERRAL PROGRAM

1. Complaints about the course Referral Program or any acts or decisions of the Organizer made under these Terms and Conditions should be directed by the Participants in writing to the Organizer’s business address indicated in § 1 above, within 14 days from the date of such disputed act or decision.
2. The complaint shall be send by registered letter by mail to the address indicated in the § 1 above.
3. The Organizer shall consider the complaint to be submitted on time if the complaint is delivered to the address indicated in the § 1 above within the time limit designated in sec. 1 above.
4. The complaint shall include the first and the last name, the address of the Participant and the detailed reasons of the complaint.
5. The complaints shall be examined by the Organizer within 14 days from the submission date.
6. The Organizer’s decision on the Complaint is final and binding for the Participants.

§ 7
FINAL PROVISIONS

1. These Terms and Conditions are available on the UXPin website at the internet address: https://www.uxpin.com/community/tutorials/uxpin-referral-program-terms-conditions/. Participants are invited to submit any questions regarding this Program to the Organizers at hello@uxpin.com.
2. In any cases not regulated in this Terms and Conditions of the Referral Program, the UXPin Terms of Service shall apply, in particular, Sec. 8, 9 and 11 thereof, with reservation that the total and maximum liability of the Organizer towards any of the Participants under any legal theory shall be limited to $[100] (say: one hundred USD).
3. The Organizer is not responsible for any additional costs related to use of Rewards to pay for UXPin Subscription Plan, any related taxes and similar fiscal charges, neither is he obligated to pay any such taxes, in particular, any income or related tax that may be due in accordance with the provisions of law of Referring Party’s state of residence. In the event the Reward would be subject to the obligatory income tax due to be paid in accordance with the applicable tax laws the Organizer is allowed to ask the Referring Party to present additional information required to fulfil the statutory tax obligations in force and also, ask the Referring Party to reimburse any such tax that would be paid by UXPin.
4. This Referral Program is subject to the provisions of laws of Delaware, USA/ Republic of Poland. In case of any dispute, controversy or claim arising out of or relating to Terms and Conditions, Delaware, USA/ Polish law shall be governing law, whereas all disputes shall be resolved exclusively by a common court of competent and actual jurisdiction of the Organizer’s registered office.