Referrer Terms & Conditions

1. Contracting Parties

These terms and conditions ("Referrer Terms & Conditions") constitute a legally binding agreement between (a) Revcommerce Tech Platform Private Limited and/or its affiliates ("ReferRush"); and (b) you ("the Referrer") regarding the Referrer's use of the Service.

ReferRush and the Referrer may hereinafter individually be referred to as a "Party" and collectively as the "Parties".

2. Definitions and Interpretation

Definitions

Except where the context otherwise requires, (a) capitalised terms defined by inclusion in quotations and/or parentheses have the meanings so ascribed; and (b) the following words and expressions shall have the following meanings:

• "Business Day" means any day (excluding Saturdays and Sundays) on which banks are generally open in Bengaluru, India for the transaction of normal banking business.
• "Conversion" means an e-commerce sale or transaction concluded between a Merchant and a Customer, attributable to a Referrer's participation in a Referral Program.
• "Customer" means the customer of a Merchant.
• "GST Law" means the Central Goods and Services Tax Act, 2017, the Integrated Goods and Services Tax Act, 2017, and any applicable State or Union Territory Goods and Services Tax Acts, along with any rules, notifications, and amendments issued under these Acts.
• "Merchant" means a person or entity offering Referral Program(s) to Referrers.
• "Merchant Content" means all text, images, logos, trademarks, data, and other information hosted, displayed, uploaded, modified, published, transmitted, stored, updated, or shared by a Merchant through the Service.
• "Merchant Marks" means the trademarks, service marks, trade names, service names, brand names, logos, corporate names, and other distinct brand identifiers owned or licensed by a Merchant.
• "Payout Fee" means the sum payable by a Merchant to ReferRush for each Referral Payout.
• "Referral Payout" means the monetary fee, incentive, or reward payable by a Merchant to a Referrer upon a Conversion.
• "Referral Reward" means the non-monetary reward that a Merchant agrees to provide to a Referrer upon a Conversion as per the relevant Referral Program.
• "Referral Program" means the referral marketing program offered by a Merchant to Customers, enabling them to refer other Customer(s) to the Merchant in exchange for a Referral Payout and/or Referral Reward.
• "Referral Program Terms & Conditions" means the terms and conditions relating to a Referral Program, set by a Merchant.
• "Referrer" means a Customer who participates in the Referral Program.
• "Service" means the proprietary software-as-a-service system owned, operated, and maintained by ReferRush (including all code, software, APIs, tracking mechanisms, and interfaces) enabling (a) a Merchant to offer its Customers the ability to participate in a Referral Program and make Referral Payouts; and (b) Referrers to refer Customers and receive Referral Payouts and/or Referral Rewards.

Interpretation

The rules of interpretation set out below shall apply to these Referrer Terms & Conditions, unless the context thereof requires or as is expressly specified otherwise:

• The headings and titles herein are used for reference only and shall not affect the construction of these Referrer Terms & Conditions.
• Words of one gender are deemed to include those of the other gender.
• Words using the singular or plural number also include the plural or singular number, respectively.
• The terms "hereof", "herein", "hereby", "hereto" and derivative or similar words refer to the entirety of these Referrer Terms & Conditions or specified Clauses of these Referrer Terms & Conditions, as the case may be.
• The term "Clause" refers to the specified Clause of these Referrer Terms & Conditions.
• Reference to any legislation or law or to any provision thereof shall include references to any such law as it may, after the date hereof, from time to time, be amended, supplemented or re-enacted, and any reference to statutory provision shall include any subordinate legislation made from time to time under that provision.
• Reference to the word "include" or "including" shall be construed without limitation.
• The schedules and annexures shall constitute an integral part of these Referrer Terms & Conditions.
• Any word or phrase defined in the body of these Referrer Terms & Conditions shall have the meaning assigned to it in such definition throughout these Referrer Terms & Conditions, unless the contrary is expressly stated or the contrary clearly appears from the context.
• When any number of days is prescribed in these Referrer Terms & Conditions, the same shall be reckoned exclusively of the first and inclusively of the last day unless the last day does not fall on a Business Day, in which case the last day shall be the next succeeding day which is a Business Day.
• Any requirement for any notice, intimation, or any other communication under these Referrer Terms & Conditions to be 'in writing' by (a) ReferRush shall be deemed to be complied with if such notice, intimation, or other such communication is sent electronically by ReferRush to the Referrer, including to the Referrer's registered email; or (b) the Referrer shall be deemed to be complied with if such notice, intimation, or other such communication is sent electronically by the Referrer to support@referrush.com.
• If any provision in Clause 2 is a substantive provision conferring rights or imposing obligations on any Party, effect shall be given to it as if it were a substantive provision in the body of these Referrer Terms & Conditions.

3. Scope of Service

Grant of License

ReferRush grants the Referrer a limited, non-exclusive, non-transferable, and revocable license to access and utilize the Service solely for the purpose of participating in Referral Program(s) offered by Merchants, in accordance with these Referrer Terms & Conditions.

The Referrer shall not use the Service for any purpose other than making referrals strictly in accordance with these Referrer Terms & Conditions and the applicable terms of the relevant Referral Program Terms & Conditions.

Principal-to-Principal Merchant - Referrer Relationship

The relationship between a Merchant and the Referrer concerning Referral Payouts is strictly that of a principal contracting with another principal. A Referral Payout constitutes a financial arrangement executed directly between such Merchant and the Referrer. Likewise, a Referral Reward constitutes a contract for referral incentives executed directly between such Merchant and each Referrer.

ReferRush is not a party to, and expressly disclaims any responsibility for, any agreement, representation, dispute, dissatisfaction, or claim between any Merchant and the Referrer. All disputes relating to eligibility, attribution, earnings, reversals, clawbacks, forfeiture, or non-payment of Referral Payouts shall be resolved solely between the relevant Merchant and the Referrer.

Nothing contained in these Referrer Terms & Conditions shall be construed as creating any partnership, agency, employment, fiduciary, franchise, or joint venture relationship between ReferRush and the Referrer, or between a Merchant and the Referrer.

Referrer's Role and Legal Obligations

The Referrer shall be solely responsible and liable for:

• Complying with the relevant Referral Program Terms & Conditions, as communicated by the Merchant to the Referrer.
• Ensuring that referrals are made exclusively through referral links, codes, or other tracking mechanisms generated or approved through the Service.
• Ensuring that all referral-related communications, representations, endorsements, promotions, and content are accurate, fair, transparent, lawful, and not misleading.
• Ensuring that no referral-related activity constitutes spam, deceptive advertising, unfair trade practice, or violation of applicable marketing or consumer protection laws.
• Compliance with all applicable laws, regulations, and statutory requirements in India relating to participation in the Referral Program, including applicable income-tax obligations in respect of Referral Payouts and/or Referral Rewards received.

Merchant's Sole Control Over Referral Programs

The Referrer acknowledges and agrees that each Merchant is solely responsible for:

• Setting, modifying, and enforcing the terms and conditions of its Referral Program(s).
• Determining eligibility criteria for Referrers.
• Determining the conditions for earning Referral Payouts.
• Determining the quantum, form, funding, timing, and method of payment of Referral Payouts.
• Validating, approving, rejecting, reversing, clawing back or forfeiting any Referral Payout.
• Determining the nature, quality and quantity of Referral Rewards, if any, awardable upon each Conversion.

The Referrer agrees that a Merchant's decision regarding the eligibility of any Referrer, the legitimacy of any Conversion and the granting, withholding, or forfeiture of any Referral Payout and/or Referral Reward shall be final and binding.

Conversion Data

The Referrer acknowledges that ReferRush calculates Service Fees and facilitates Referral Payouts and/or Referral Rewards strictly based on the transaction data, sale confirmations, and rejection reports transmitted by Merchants to ReferRush through the Service ("Conversion Data").

ReferRush relies unconditionally on such Conversion Data and shall have no obligation to independently verify the authenticity or accuracy of any Conversion. Any disputes arising from inaccurate, delayed or erroneous Conversion Data shall be resolved solely between the Referrer and the relevant Merchant.

Notwithstanding Clause 3.10, ReferRush reserves the right (but takes on no obligation), at its sole discretion, to detect, investigate, flag, suspend, withhold, reverse, cancel, or invalidate any Referral Payout and/or Referral Reward, Conversion, or Referral Program activity that ReferRush reasonably believes involves fraud, self-referrals, circular referrals, coupon abuse, artificial inflation, misuse of links, misleading incentives, or other abusive or manipulative conduct.

ReferRush's Role

ReferRush's function is strictly limited to: (a) acting as a technology service provider enabling referral tracking, attribution, analytics, and payout facilitation; and (b) duly appointed agent of the Merchant and each Referrer for collection and remittance of Referral Payouts from the Merchant and onwards to Referrers.

For the purposes of the Service:

• ReferRush is not a broker, seller, reseller, employer, or representative of the Referrer.
• ReferRush does not manufacture, sell, or own any goods or services provided by Merchants to Customers.
• ReferRush does not guarantee the success of any referral or Conversion.
• ReferRush does not use Referral Payouts paid to it by a Merchant for its own corporate interests.
• ReferRush collects the Referral Payout liable to be paid by a Merchant to a Referrer, and the same is entirely remitted to the Referrer upon the Merchant confirming a corresponding Conversion to ReferRush.
• Till disbursement to the Referrer, ReferRush holds Referral Payouts collected from the Merchant in a fiduciary capacity and has no beneficial ownership over the same.
• ReferRush may utilise third-parties for the purpose of collection and disbursements of Referral Payouts.

The Referrer acknowledges that accurate and authentic bank account, tax, and identification details are required for disbursement of Referral Payouts.

After a Referral Payout has been received by ReferRush from the Merchant, if such Referral Payout remains unclaimed by a Referrer or if it is not otherwise feasible for ReferRush to disburse a Referral Payout for a period as may be specified in the Referral Program Terms & Conditions, but in any case not exceeding 3 months, ReferRush may refund the Referral Payout to the Merchant.

Upon such refund, ReferRush shall have no further liability to the Referrer in respect of the underlying Referral Payout, and any residual liability, if any, shall remain solely with the Merchant.

4. Prohibited Conduct

Merchants and/or ReferRush reserve the right to withhold, suspend, reverse, cancel, or forfeit any Referral Payouts and/or Referral Rewards and to immediately suspend or terminate the participation of any Referrer who is found to be engaging in fraud, abuse, manipulation, or attempted circumvention of the Referral Program or the Service.

Without limitation, the following activities are strictly prohibited:

• Creating, operating, or using fake, duplicate, fictitious, or misleading accounts, identities, phone numbers, payment instruments, or email addresses for the purpose of generating Conversions, Referral Payouts and/or Referral Rewards.
• Using bots, scripts, automated systems, click farms, or any other non-human or deceptive means to access, exploit, interfere with, or manipulate the Referral Program or the Service.
• Selling, reselling, trading, bartering, auctioning, transferring, or otherwise commercialising Referral Payouts, referral links, referral codes, or any associated benefits, except where expressly permitted in writing by the relevant Merchant.
• Engaging in self-referrals, circular referrals, or referrals involving household members, related parties, or controlled entities, unless explicitly permitted by a Merchant in the relevant Referral Program Terms & Conditions.
• Making any unauthorised, false, misleading, exaggerated, or deceptive statements or representations regarding a Merchant, its goods or services, the Referral Program, or the availability, value, certainty, or timing of any Referral Payout and/or Referral Reward.

Any determination of fraud, abuse, or prohibited conduct by a Merchant or ReferRush shall be final and binding on the Referrer.

5. Referral Payouts

Quantum and Payment of Referral Payouts

The specific value, form, eligibility criteria, validation period, and timing of Referral Payouts and/or Referral Rewards is as set out by a Merchant in its Referral Program Terms & Conditions. The Referrer acknowledges that the earning of any Referral Payout is conditional and contingent, and no Referral Payout and/or Referral Reward shall accrue unless a corresponding Conversion is validly completed, tracked and confirmed by the Merchant in accordance with the applicable Referral Program Terms & Conditions.

The Referrer further acknowledges that ReferRush's obligation to facilitate disbursement of any Referral Payout is strictly conditional upon the relevant Merchant having pre-funded or otherwise made available in full to ReferRush the applicable Referral Payout amount and associated Payout Fee. ReferRush shall have no liability to process or disburse any Referral Payout where the Merchant has not made available sufficient funds.

The Referrer may be required by ReferRush to provide accurate bank account details, Permanent Account Number (PAN), and/or other information reasonably required to facilitate disbursement of Referral Payouts.

Taxes and Statutory Deductions

The Referrer acknowledges and agrees that Referral Payouts may be subject to deduction or withholding of tax by the Merchant under applicable law, including the Income-tax Act, 1961. ReferRush shall have no liability or responsibility to deduct, deposit, or report any tax in relation to Referral Payouts and/or Referral Rewards. The Referrer shall be solely responsible for reporting Referral Payouts and/or Referral Rewards as income and for discharge of all applicable tax liabilities arising therefrom.

6. Intellectual Property Rights

ReferRush Intellectual Property

The Referrer acknowledges and agrees that ReferRush is and shall remain the sole and exclusive owner of all right, title, and interest in and to the Service. Such ownership includes, without limitation, the following (collectively, "ReferRush IP"):

• All underlying software, source code, object code, APIs, tracking mechanisms, scripts, and tools.
• All algorithms, methodologies, internal processes, logic, workflows, system architecture, design elements, and technical content.
• All improvements, updates, modifications, enhancements, configurations, and derivative works thereof.

Nothing in these Referrer Terms & Conditions shall operate to transfer any ReferRush IP to the Referrer. The Referrer is granted only the limited, non-exclusive, non-transferable, and revocable license expressly set out in Clause 3.1, and no other rights, whether by implication, estoppel, or otherwise.

Referrer Intellectual Property

As between the Parties, the Referrer retains all right, title, and interest in and to any original content, materials, brand identifiers, social media handles, names, likenesses, logos, trademarks, or other intellectual property owned or controlled by the Referrer and used in connection with the Referral Program ("Referrer Content").

Nothing in these Referrer Terms & Conditions shall be construed as transferring ownership of Referrer Content to ReferRush or to any Merchant, except for the limited license granted in Clause 6.5.

License to ReferRush

The Referrer hereby grants to ReferRush a limited, non-exclusive, royalty-free, worldwide, and revocable license to host, copy, display, reproduce, store, transmit, and use the Referrer Content solely to the extent necessary to:

• Provide, operate, and maintain the Service.
• Track, validate, and attribute Conversions.
• Facilitate Referral Payouts.
• Operate, administer, and enforce the Referral Program in accordance with the Referral Program Terms & Conditions.

ReferRush shall not use Referrer Content for any purpose unrelated to the Service without the Referrer's consent, except as expressly permitted herein.

Restrictions

The Referrer shall not, and shall not authorize or permit any third party to, directly or indirectly:

• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, object code, underlying structure, ideas, know-how, or algorithms relevant to the Service or any software, documentation, or data related to the Service.
• Modify, translate, adapt, or create derivative works based on the Service or any ReferRush IP.
• Access or use the Service for the purpose of building a competing product or service, or a product using substantially similar ideas, features, functions, or graphics.
• Attempt to bypass, breach, or disable any security device, copy control, or digital rights management mechanism used by the Service.
• Use any automated tools, scraping technologies, or extraction mechanisms to access or reproduce ReferRush IP without prior written consent.

Merchant Intellectual Property

The Referrer acknowledges that all intellectual property rights in and to the goods, services, branding, trademarks, content, and materials of a Merchant, including the Merchant Marks and Merchant Content ("Merchant IP"), remain vested solely with the Merchant or its licensors. Nothing in these Referrer Terms & Conditions grants the Referrer any ownership interest in Merchant IP.

Any use of Merchant IP by the Referrer shall be strictly limited to the extent expressly permitted under the applicable Referral Program Terms & Conditions.

Public Identification and Marketing

Notwithstanding the foregoing, ReferRush may identify the Referrer as a participant in the Referral Program and may use the Referrer's name, username, or publicly available profile identifiers for internal analytics, reporting, and non-promotional operational purposes. Any broader public marketing use shall be subject to the Referrer's consent, except where such identification is inherent to the functioning of the Service.

If the Referrer provides any suggestions, ideas, feedback, feature requests, or recommendations relating to the Service ("Feedback"), ReferRush shall be free to use, disclose, reproduce, license, distribute, and otherwise exploit such Feedback for any purpose, without restriction, compensation, or attribution. The Referrer hereby irrevocably waives any moral rights, claims of attribution, or ownership interests in such Feedback, to the maximum extent permitted by applicable law.

7. Term and Termination

Term

These Referrer Terms & Conditions shall commence on the date the Referrer accepts these Referrer Terms & Conditions or first accesses or uses the Service (the "Effective Date") and shall continue in full force and effect until terminated in accordance with the provisions of Clause 7.

Termination for Convenience

Either Party may terminate these Referrer Terms & Conditions without cause by providing the other Party with 30 days' prior written notice.

Suspension or Immediate Termination by ReferRush

ReferRush reserves the right to immediately suspend the Referrer's access to the Service and to terminate these Referrer Terms & Conditions, without prior notice or liability, if the Referrer commits all or any one of the following:

• Breaches any representations, warranties, undertakings, or covenants contained in these Referrer Terms & Conditions or the applicable Referral Program terms.
• Engages in, attempts to engage in, or uses the Service to facilitate fraud, abuse, system manipulation, self-referrals, circular referrals, money laundering, terrorist financing, or any other unlawful or prohibited activity.
• Provides false, misleading, incomplete, or inaccurate information to ReferRush or any Merchant, including payment, tax, or identification details.
• Becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.

The Referrer reserves the right to terminate these Referrer Terms & Conditions without liability if ReferRush amends, modifies, or supplements these Referrer Terms & Conditions to the Referrer's material dissatisfaction or disagreement, by providing written notice of termination within 30 days of receiving intimation of such amendment from ReferRush pursuant to Clause 13.4.

Effect of Termination and Post-Termination Obligations

Upon the termination or expiry of these Referrer Terms & Conditions:

• All licenses and rights granted to the Referrer under these Referrer Terms & Conditions shall immediately cease, and the Referrer shall immediately discontinue all access to and use of the Service.
• Any Referral Payouts and Referral Rewards not yet earned, validated, or approved as of the date of termination shall stand forfeited.
• Any Referral Payouts and Referral Rewards earned but unpaid as of the date of termination shall be dealt with in accordance with the relevant Referral Program Terms and Conditions, and ReferRush shall have no liability beyond facilitating disbursement of a Referral Payout if and to the extent funded by the Merchant.
• The following Clauses shall survive termination of these Referrer Terms & Conditions: Clause 2 (Definitions and Interpretation), Clause 3 (Scope of Service), Clause 4 (Prohibited Conduct), Clause 5.4 (Taxes and Statutory Deductions), Clause 6 (Intellectual Property Rights), Clause 9 (Representations & Warranties), Clause 10 (Indemnification), Clause 11 (Limitation of Liability and Disclaimer of Warranty), Clause 12 (Data Privacy and Protection), and Clause 13 (General Provisions) and any other provisions which by their nature are intended to survive termination.
• Termination of these Referrer Terms & Conditions shall be without prejudice to any rights, remedies, or liabilities accrued prior to such termination.

Notwithstanding the termination or expiry of these Referrer Terms & Conditions for any reason whatsoever, the provisions which by their nature or express terms are intended to survive termination shall continue in full force and effect, including, without limitation, Clause 2 (Definitions and Interpretation), Clause 3 (Scope of Service), Clause 4 (Prohibited Conduct), Clause 5.4 (Taxes and Statutory Deductions), Clause 6 (Intellectual Property Rights), Clause 9 (Representations & Warranties), Clause 10 (Indemnification), Clause 11 (Limitation of Liability and Disclaimer of Warranty), Clause 12 (Data Privacy and Protection), and Clause 13 (General Provisions), together with any other provisions which by their nature are intended to survive termination, to the extent necessary to give effect to accrued rights, continuing obligations, risk allocation, limitations of liability, indemnities, and dispute resolution.

8. Grievance Redressal & Escalation

If the Referrer has a grievance relating to the Service or otherwise requires support from ReferRush in connection with these Referrer Terms & Conditions or participation in the Referral Program, the following grievance redressal and escalation mechanism shall apply:

• Level 1 (Support): The Referrer shall first raise a support request or grievance by submitting a ticket through the ReferRush Dashboard or by writing to support@referrush.com. ReferRush shall endeavour to acknowledge such requests within twenty-four (24) hours and to resolve the grievance or provide the requested support within 5 Business Days.
• Level 2 (Escalation): If the grievance or request for support remains unresolved for 5 Business Days from the date of initial submission, the Referrer may escalate the matter by writing to vikram@referrush.com, clearly referencing the original ticket or communication.

The Referrer acknowledges that any grievances, complaints, or disputes relating to:

• The Merchant's goods or services;
• Eligibility for, calculation of, or entitlement to any Referral Payout and/or Referral Reward; and/or
• Validation, rejection, reversal, or forfeiture of a Conversion or Referral Payout;

shall be raised directly with the relevant Merchant in accordance with the Merchant's applicable grievance redressal mechanism. ReferRush shall have no obligation to adjudicate or resolve Merchant-specific disputes, except to the extent required to facilitate communication or provide technical support through the Service.

Prior to the Referrer initiating any legal proceedings with ReferRush in accordance with Clause 13.1, the Referrer agrees to first exhaust the grievance redressal and escalation mechanism set out in Clause 8.1 in good faith.

9. Representations & Warranties

Mutual Representations & Warranties

Each Party represents and warrants that: (a) where it is an entity, it is duly incorporated or validly constituted and in good standing under the laws of its jurisdiction, and where it is an individual, it has the legal capacity to enter into these Referrer Terms & Conditions; and (b) it has the full power and authority to enter into these Referrer Terms & Conditions.

Referrer Representations & Warranties

The Referrer represents, warrants, and covenants that:

• It has the full legal capacity, right, power, and authority to enter into these Referrer Terms & Conditions and to fulfil all obligations contemplated herein. The acceptance of these Referrer Terms & Conditions by the Referrer does not require any further consent, approval, or authorisation from any third party or governmental authority.
• Its participation in the Referral Program, including all referral activities, communications, and representations, complies with all applicable laws, including the Consumer Protection Act, 2019, the Guidelines for Prevention of Misleading Advertisements and Endorsements for Misleading Advertisements, 2022, GST Law and applicable provisions of the Income-tax Act, 1961;
• It owns or possesses all necessary rights, licences, and permissions in respect of any content, materials, or intellectual property used by it in connection with the Referral Program, and the use of such materials by ReferRush pursuant to these Referrer Terms & Conditions will not infringe the intellectual property rights of any third party.
• All information, data, and details provided by the Referrer to ReferRush and/or any Merchant, including personal, payment, and tax-related information, is true, accurate, and complete. The Referrer acknowledges that ReferRush and the Merchant rely on such information to validate Referrals and facilitate Referral Payouts.

10. Indemnification

The Referrer shall indemnify, defend, and hold harmless ReferRush, its affiliates, directors, officers, and employees from and against any and all claims, demands, losses, damages, fines, penalties, and expenses (including reasonable attorneys' fees) arising out of or related to all or any of the following:

• Any breach by the Referrer of its representations, warranties, covenants, or obligations under these Referrer Terms & Conditions.
• Any claim brought by a Merchant, Customer, or third party arising out of or in connection with the Referrer's participation in a Referral Program or use of the Service, including misleading representations, unauthorised promotions, non-compliant disclosures or misuse of referral links or codes.
• Any failure by the Referrer to report Referral Payouts as income or to discharge any applicable tax liability arising in relation to Referral Payouts received.

11. Limitation of Liability and Disclaimer of Warranty

Disclaimer of Warranty

The Service is provided on an "as is" and "as available" basis. ReferRush expressly disclaims all warranties, whether express, implied, or statutory, including, without limitation, warranties of merchantability, fitness for a particular purpose, and non-infringement. ReferRush does not warrant that the Service will be error-free, uninterrupted, timely, or free from inaccuracies.

The Service relies on third-party platforms and infrastructure, including payment processors, banks, messaging providers, cloud services, and e-commerce platforms. ReferRush disclaims all liability arising from outages, disruptions, delays, errors, or failures attributable to such third-party services.

ReferRush shall not be liable for any delay, failure, rejection, withholding, or error in the processing or disbursement of any Referral Payout arising from incorrect or incomplete bank details, KYC or verification issues, PAN mismatches, banking outages, payment aggregator failures, API downtime, or actions or omissions of third-party financial institutions.

ReferRush makes no representation, warranty, or guarantee regarding referral volume, Conversion rates, approval of Conversions, or earnings. Any projections, illustrations, or examples are indicative only and do not constitute a promise or assurance of results.

ReferRush is a technology platform only and does not operate as a bank, payment institution, escrow provider, employer, or financial intermediary. ReferRush does not assume responsibility for the Referrer's tax compliance, income reporting, or statutory filings.

The Referrer acknowledges that the operation of the Referral Program and the attribution of Conversions and Referral Payouts are dependent on technical systems, tracking mechanisms, third-party infrastructure, device settings, browser configurations, and payment rails.

Neither the Merchant nor ReferRush, shall be liable for any failure, delay, error, or inaccuracy in tracking, attribution, validation, or disbursement of Referral Payouts arising from factors beyond their reasonable control, including system outages, technical failures, data inaccuracies, third-party service disruptions, or Referrer device or network settings.

Exclusion of Damages

In no event shall either Party be liable to the other under these Referrer Terms & Conditions for any indirect, incidental, punitive, special, or consequential damages, including loss of profits, loss of revenue, loss of goodwill, loss of data, or business interruption, even if advised of the possibility of such damages.

Limitation of Aggregate Liability

ReferRush's total aggregate liability to the Referrer arising out of or relating to these Referrer Terms & Conditions, whether in contract, tort (including negligence), or otherwise, shall be limited to INR 1,00,000/- (Indian Rupees One Lakh only).

Risk Disclaimer for Fraud and System Integrity

The Referrer explicitly assumes all risk associated with rejected, reversed, cancelled, or invalidated Conversions, including those arising from Customer fraud, self-referrals, circular referrals, system manipulation, inaccurate Conversion Data, or Merchant-side validation decisions. ReferRush shall not be liable for any losses arising from such events.

The Service is not intended to operate as a record-keeping, data warehousing, or archiving solution for the Referrer. The Referrer is solely responsible for maintaining independent records of referral activity, communications, Referral Payouts and Referral Rewards. ReferRush shall not be liable for any loss, corruption, or deletion of data, whether accidental or otherwise.

12. Data Privacy and Protection

Independent Data Fiduciaries

For the purposes of the Service and these Referrer Terms & Conditions, ReferRush and the Merchant shall process personal data as independent data fiduciaries/data controllers. Neither Party acts as a data processor on behalf of the other. ReferRush shall independently determine the purpose and means of processing personal data within the Service and to fulfil its obligations under these Referrer Terms & Conditions.

Referrer Personal Data

The Referrer acknowledges that, in order to provide the Service and facilitate participation in the Referral Program, ReferRush requires the following personal data relating to the Referrer, for the purposes specified in Clause 12.2.

• Name, email address, and Indian mobile phone number.
• Bank account details, Unified Payments Interface (UPI) virtual payment address, and Permanent Account Number (PAN).
• Referral activity data, including referral links or codes used, Conversion timestamps, Referral Reward details, Referral Payout amounts and payment status.

The Referrer confirms that such data has been shared voluntarily and with free, specific, informed, unconditional, and unambiguous consent, for ReferRush to collect and process such personal data for the following purposes:

• To create and manage the Referrer's account on the Service.
• To track and attribute referrals, validate eligible Conversions, and calculate Referral Payouts and Referral Rewards.
• To facilitate the remittance of Referral Payouts to the Referrer on behalf of the relevant Merchant.
• To comply with applicable laws, including Know Your Customer (KYC) requirements, anti-money laundering obligations, and tax-related obligations under the Income-tax Act, 1961.
• To detect, investigate, and prevent fraudulent referrals, system manipulation, duplicate transactions, or security incidents.
• To resolve grievances or support requests raised by the Referrer, including in relation to tracking errors or non-receipt of Referral Payouts.
• To send service-related communications, referral program updates, and operational notifications; and to conduct market research and consumer behaviour analysis related to the Service.
• To use anonymised or aggregated data to analyse usage trends, improve ReferRush algorithms, and enhance the overall functionality and security of the Service.

Customer Personal Data Accessed by Referrers

The Referrer acknowledges that, in the course of participating in the Referral Program, it may receive limited information relating to other Customers (such as confirmation of successful referrals or incentives earned). The Referrer undertakes that it shall not collect, store, process, disclose, or otherwise use any Customer personal data except as expressly permitted under the applicable Referral Program Terms and Conditions and in compliance with applicable data protection laws.

Data Subject Rights and Notices

The Referrer acknowledges and undertakes that it has been informed that:

• It may exercise its rights under the Digital Personal Data Protection Act, 2023 in relation to personal data processed by ReferRush (including, without limitation, the right to withdraw consent), by writing to ReferRush's data protection officer at vikram@referrush.com or by visiting ReferRush's privacy policy available at https://www.referrush.com/privacy-policy.
• It may contact ReferRush's data protection officer at vikram@referrush.com for any queries or concerns relating to ReferRush's data processing activities.

13. General Provisions

Governing Law and Jurisdiction

These Referrer Terms & Conditions shall be governed by and construed in accordance with the laws of the Republic of India. Courts at Bengaluru, Karnataka shall have exclusive jurisdiction over any legal action or proceeding arising out of or related to these Referrer Terms & Conditions.

Force Majeure

Neither Party shall be liable for any failure or delay in performance (excluding obligations relating to payment or compliance with law) directly attributable to events beyond its reasonable control, including acts of God, war, pandemics, epidemics, governmental actions, or civil disturbance.

Modification

ReferRush reserves the right to modify, update, enhance, suspend, or discontinue any feature, functionality, or aspect of the Service at any time, with or without prior notice to the Referrer. ReferRush shall not be liable to the Referrer or any third party for any such modification, suspension, or discontinuance of the Service.

Amendment of Terms

ReferRush may amend, modify, or supplement these Referrer Terms & Conditions at any time. ReferRush shall intimate the Referrer of such amendments electronically, either through the ReferRush Dashboard or via the Referrer's registered email address.

Such amendments shall become effective immediately upon such intimation or on the date specified in the notice.

The Referrer's continued access to or use of the Service following the intimation of any such amendments shall constitute the Referrer's conclusive and binding acceptance of the amended terms. If the Referrer does not agree to the amended terms, the Referrer's sole and exclusive remedy is to terminate these Referrer Terms & Conditions in accordance with Clause 7.4. and discontinue use of the Service.

Equitable Relief

The Referrer acknowledges that a breach of these Referrer Terms & Conditions would cause ReferRush irreparable harm for which monetary damages would not be an adequate remedy. Accordingly, in addition to any other remedies available at law, ReferRush shall be entitled to seek immediate injunctive or other equitable relief to prevent such breach or threatened breach, without the necessity of posting a bond or proving actual damages.

Assignment

The Referrer shall not assign or transfer any of its rights or obligations under these Referrer Terms & Conditions, in whole or in part, without the prior written consent of ReferRush. ReferRush may assign these Referrer Terms & Conditions to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of its assets.

Severability

If any provision of these Referrer Terms & Conditions is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Waiver

No failure or delay by ReferRush in exercising any right, power, or remedy under these Referrer Terms & Conditions shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof.

Entire Agreement

These Referrer Terms & Conditions (including any schedules or annexures incorporated by reference) constitute the entire agreement and understanding between the Parties regarding the subject matter hereof and supersede all prior agreements, understandings, negotiations, and discussions, whether written or oral, unless specified otherwise in writing.