Yuma AI Referral Program Agreement

This Referral Program Agreement (the "Agreement") is entered into by and between Yuma, Inc., having its principal place of business at located at 245 Main Street, 2nd Floor, Cambridge, MA 02142 ("Yuma") and you, as a referrer of potential Qualified Customers to Yuma ("Referrer"). This Agreement is effective from the date the Referrer first submits a referral through Yuma’s Referral Program page or makes an email introduction expressly for the purposes of the Program (the "Effective Date").

The Referrer must read, agree to, and accept all of the terms and conditions contained in this Agreement in order to participate in Yuma’s Referral Program (the "Program"). BY CLICKING "SUBMIT" on the Program’s referral form, or by making an email introduction for the purposes of the Program, the Referrer agrees: (1) to abide by the terms and conditions of this Agreement; (2) that this electronic Agreement is legally binding on the Referrer to the same extent as a written agreement; and (3) to contract with Yuma electronically, and that clicking "SUBMIT" (or making such introduction) constitutes the Referrer’s legally valid and binding acceptance.

1. Scope of Engagement

1.1. The Program is open to the public. No application or prior acceptance is required to submit referrals; however, no reward is due until the conditions of Section 2 (including tax documentation, where applicable) are satisfied. The following may NOT participate as Referrers: (a) Yuma employees, contractors, and their immediate family members; (b) CX agencies, consultancies, resellers, system integrators and similar professional intermediaries, whose remuneration is governed exclusively by the Yuma Partner Program; and (c) the Qualified Customer itself and its employees, owners, and affiliates.

1.2. Subject to the restrictions in this Agreement, the Referrer shall: (a) identify potential Qualified Customers and facilitate introductions to Yuma; (b) confirm, for each submission, that the Referrer has spoken to the referred contact and that the contact expects to be contacted by Yuma; and (c) refer all inquiries from a Qualified Customer relating to Yuma’s products and services (the "Services"), including pricing and contracting inquiries, to Yuma.

1.3. "Qualified Customer" means a potential customer identified by the Referrer to Yuma that: (i) operates an e-commerce business with an online store and a customer-support helpdesk; (ii) handles at least 20,000 customer support tickets per year; (iii) is not a current or previous customer or beneficial user of the Services; (iv) has not previously communicated to Yuma an interest in purchasing the Services, including through a person other than the Referrer (Yuma’s CRM records are determinative); and (v) is not the Referrer, the Referrer’s employer, or any subsidiary or affiliate of either.

1.4. If the same business is submitted by more than one Referrer, only the first submission received by Yuma is eligible for rewards, including where the Referrers belong to the same company.

1.5. "Qualified Demo" means a product demonstration of the Services actually held with a Qualified Customer following the Referrer’s introduction. "Conversion" means the Qualified Customer entering into a paid contract with Yuma AND Yuma’s actual receipt of that customer’s first payment. "Year-1 ACV" means the annual contract value of the Qualified Customer’s first-year contract with Yuma, as signed, excluding taxes; for clarity, Year-1 ACV always refers to the contract of the referred Qualified Customer, never to the Referrer’s own contract.

2. Rewards and Payment

2.1. Qualified Demo reward. Upon a Qualified Demo being held, Yuma shall pay the Referrer a USD 150 Amazon gift card, delivered within fourteen (14) days of the demo.

2.2. Conversion reward — Option A (Cash). Upon Conversion, the Referrer may elect a cash reward equal to five percent (5%) of the Qualified Customer’s Year-1 ACV (i.e., the first-year contract value of the company the Referrer introduced to Yuma — not the Referrer’s own contract), subject to a minimum of USD 500 and a maximum of USD 10,000, paid by bank transfer within thirty (30) days of Yuma’s actual receipt of the Qualified Customer’s first payment. No conversion reward is due upon contract signature alone.

2.3. Conversion reward — Option B (Yuma Credit — available only where the Referrer or the Referrer’s company is a current Yuma customer). In lieu of Option A, the Referrer may elect a credit of free automated tickets with a value equal to 1.5x the Option A cash amount (i.e., 7.5% of the Qualified Customer’s Year-1 ACV), subject to a minimum of USD 750 and a maximum of USD 15,000 in value, converted into tickets at the rates of the Referrer’s company’s then-current Yuma contract. The credit is capped at twenty-five percent (25%) of the Referrer’s company’s annual plan value. Credits expire twelve (12) months after issuance, are non-transferable, non-refundable, and cannot be converted to cash.

2.4. Qualified Customer benefit. Upon Conversion, the Qualified Customer receives 2,500 free automated tickets, applied at contract start and usable during its first three (3) months.

2.5. Attribution window. Yuma is not obligated to pay any conversion reward for a Qualified Customer that does not enter into a paid contract with Yuma within four (4) months from the date the Qualified Customer was referred to Yuma. After this period the referral expires.

2.6. Direct transactions only. Yuma will only pay rewards for transactions made directly between the Qualified Customer and Yuma; no rewards are payable for transactions involving a third-party sales intermediary.

2.7. Tax documentation. To receive any reward, the Referrer must provide the documentation reasonably requested by Yuma, including: for US persons, a completed IRS Form W-9 before any payment (Yuma will issue Form 1099-MISC where required by law); for Referrers with a registered business outside the US, an invoice for conversion rewards. All rewards are gross amounts and do not include taxes, levies, or duties, except where Yuma is required to withhold under applicable law; the Referrer is solely responsible for all taxes and social contributions associated with rewards. Amounts payable by Yuma are subject to offset against any amounts owed by the Referrer to Yuma.

2.8. Employer authorization. Personal rewards (gift cards, cash) are available only where permitted by the Referrer’s employer and applicable policies and laws. By electing a personal reward, the Referrer represents that such receipt is permitted. Yuma may require written confirmation for rewards above USD 1,000, and may offer Option B (credit to the Referrer’s company) as an alternative.

2.9. Disputes. All disputes related to rewards or eligibility determinations must be submitted in writing to legal@yuma.ai within thirty (30) days of the relevant payment or determination, with reasonable detail. Disputes not submitted within this period are barred and forfeited.

2.10. No reward is due where payment would violate applicable law or where the referral results from spam, mass unsolicited outreach, paid advertising, coupon or deal sites, misrepresentation, or the submission of contacts without their knowledge.

3. Duration of the Agreement

3.1. This Agreement commences on the Effective Date and continues for as long as the Program remains in effect, unless terminated earlier. Yuma may modify or discontinue the Program at any time with prospective effect: referrals validly submitted before a modification or discontinuation remain governed by the terms in force at the time of submission, and any rewards then accrued remain payable in accordance with this Agreement.

4. Representations and Warranties

4.1. The Referrer represents and warrants to Yuma that: (a) its performance of this Agreement will not violate or conflict with any agreement or arrangement it has with any third party, including its employer; (b) if the Referrer is a legal entity, it is duly organized, validly existing, and in good standing, with the requisite power and authority to enter into and perform this Agreement; (c) if the Referrer is a natural person, they are not restricted or prevented in any way from entering into this Agreement; (d) any confidential, proprietary, or personal information the Referrer provides to Yuma (including concerning referred contacts) does not infringe any third-party rights, including rights of confidentiality, privacy, or intellectual property, and has been obtained and shared lawfully; (e) for each submission, the Referrer has spoken to the referred contact and the contact expects to be contacted by Yuma; (f) the Referrer shall comply with all applicable laws, rules, and regulations; and (g) the Referrer has not offered or given, and will not offer or give, any Yuma employee or representative, or family member thereof, any payment, gratuity, personal service, entertainment, or gift, other than items of nominal value. Yuma may terminate this Agreement for breach of this provision.

4.2. Yuma represents and warrants to the Referrer that it is duly organized, validly existing, and in good standing, with the requisite power and authority to enter into and perform this Agreement, and that materials it provides to the Referrer will not infringe the intellectual-property rights of any third party.

4.3. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL YUMA MATERIALS AND SERVICES ARE PROVIDED "AS IS" AND "WITH ALL FAULTS," AND YUMA MAKES NO OTHER WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

5. Non-Exclusivity and Restrictions

5.1. The Referrer’s participation is non-exclusive. Yuma may market the Services to any person or entity, and the Referrer may recommend other products or services, subject to Section 6.2.

5.2. Nothing in this Agreement authorizes the Referrer to perform any activities or services on behalf of Yuma. Without limiting the foregoing, the Referrer shall not: (a) represent itself as Yuma or as an agent of Yuma, or as otherwise permitted to bind Yuma to a sale or any other legal obligation; (b) engage in any direct digital marketing (including email or SMS campaigns) in the name of, or on behalf of, Yuma — introductions must be personal and made to contacts the Referrer actually knows; (c) represent, designate, or pass off itself or any of its subsidiaries or affiliates as a Qualified Customer; (d) make any representation, warranty, guaranty, or promise in relation to Yuma or the Services on Yuma’s behalf; (e) quote prices, offer discounts, or represent the prices of the Services as anything other than as communicated by Yuma; (f) modify materials provided by Yuma without Yuma’s express written consent, or use marketing materials other than those supplied or pre-approved in writing by Yuma; (g) make any statement that would portray Yuma or its products in a false or misleading light; or (h) do anything that suggests to any third party that the Referrer is authorized to perform activities beyond those permitted in this Agreement.

6. Privacy and Security

6.1. The parties acknowledge that referred contacts are natural persons whose information may be subject to privacy laws and regulations. As between the parties, Yuma and the Referrer each act as independent controllers with regard to the personal information they respectively collect and share, and each has an independent obligation to safeguard such information consistent with applicable laws (including, where applicable, the EU/UK GDPR).

6.2. By submitting a referral, the Referrer warrants that they have informed the referred contact and that the contact expects Yuma’s outreach (Section 4.1(e)). Yuma processes the referred contact’s personal information (name, work email, company, website) solely to assess eligibility and to contact them about the Services, in accordance with Yuma’s Privacy Policy. Referred contacts may object to further contact at any time, in which case the referral lapses.

6.3. Yuma processes the Referrer’s personal information (name, email, payment details, tax forms) to operate the Program and to meet its legal obligations

7. Intellectual Property

7.1. Each party is and remains the sole owner of its intellectual property. No rights are granted except as expressly set out in this Agreement.

7.2. "Yuma Materials" means any materials, data, information, or technology provided to the Referrer by or on behalf of Yuma under this Agreement, and any modifications or derivatives thereof. Yuma remains the sole owner of the Yuma Materials. Yuma grants the Referrer a non-exclusive, non-assignable, non-transferable, non-sublicensable, fully paid-up license to use the Yuma Materials solely to make introductions as contemplated by the Program.

7.3. Nothing in this Agreement grants the Referrer the right to use Yuma’s name, trademarks, or logos, promotionally or otherwise, without Yuma’s prior written consent.

8. Right to Terminate

8.1. Yuma may terminate this Agreement with immediate effect by notice to the Referrer: (a) without cause, (b) if the Referrer breaches Section 2.10, 4.1, or 6.2; (c) if the Referrer improperly discloses Confidential Information; or (d) if the Referrer does anything that damages, or is likely to damage, the reputation or any brand of Yuma or its affiliates.

8.2. Either party may terminate this Agreement with immediate effect by notice to the other party: (a) if the other party materially breaches this Agreement and, where the breach is capable of remedy, fails to remedy it within ten (10) business days of notice; or (b) upon the other party’s insolvency, bankruptcy, liquidation, or dissolution.

9. Entire Agreement

9.1. This Agreement (together with the Program page and the documents incorporated by reference) constitutes the entire agreement between the parties with respect to the Program and supersedes all prior agreements, understandings, and negotiations, written or oral, with respect thereto.

10. Limitation of Liability

10.1. ANY CLAIM BY A PARTY AGAINST THE OTHER PARTY UNDER THIS AGREEMENT WILL BE LIMITED TO THE REWARDS DUE AND PAYABLE UNDER THIS AGREEMENT FOR THE TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH THE CLAIM AROSE.

10.2. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE, INCLUDING LOSS OF PROFIT, REVENUE, ANTICIPATED SAVINGS, BUSINESS, OR GOODWILL, WHETHER ARISING FROM NEGLIGENCE OR BREACH OF CONTRACT.

10.3. THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION 10 DO NOT APPLY TO LOSSES, DAMAGES, OR CLAIMS RELATED TO BREACH OF INTELLECTUAL PROPERTY, CONFIDENTIALITY OR CAUSED BY THE GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD OF THE OTHER PARTY.

11. Governing Law

11.1. This Agreement shall be governed by the laws of Delaware.