Juniper Square's Customer Referral Program

These Referral Program Terms and Conditions (“Referral Terms”) apply to the Customer Referral Program (the “Program”) of Juniper Square, Inc. (“Juniper Square”). A “Referrer” is an individual who submits a referral through the Juniper Square referral form or by providing a referral over the phone to Juniper Square and requesting a Juniper Square representative submit the referral form on the Referrer’s behalf. By submitting the referral form, the Referrer agrees to be subject to these Referral Terms. Any information submitted to Juniper Square as part of this Program will be subject to and used in accordance with Juniper Square’s Privacy Policy.

1. ELIGIBILITY REQUIREMENTS

   To be eligible for the Program a Referrer must:

   1. Be an individual over 18 years old and a resident of the United States;

   2. Be an employee or representative of a company that has been a Juniper Square customer in good-standing for at least 6 months. A “customer in good-standing” is a customer that has no delinquent invoices and is in compliance with their agreement with Juniper Square;

   3. Have a pre-existing personal relationship with the individual(s) they refer;

   4. Not be prohibited from accepting referral awards under applicable law or their company’s internal policies, such as a compliance or conflict of interest policy;

   5. Provide all required information in the referral form; and

   6. Submit a “Qualified Referral” as defined below.

2. DEFINITION OF A QUALIFIED REFERRAL

   A “Qualified Referral” must meet the following criteria:

   1. The information submitted on the referral form must be accurate and submitted by an eligible Referrer;

   2. The referred individual(s) must work at a GP firm based in the United States that takes outside capital from multiple investors and currently manage at least one private investment with outside capital; and

   3. The referral cannot be an existing or previous Juniper Square customer or already known to Juniper Square with an open active sales opportunity as tracked through Juniper Square’s internal CRM system;

3. CONTACT WITH A QUALIFIED REFERRAL

   As part of the referral form, the Referrer must indicate whether the Referrer prefers to contact their referral directly or whether they would like Juniper Square to contact the referral. If Juniper Square determines that the referral is a Qualified Referral, a Juniper Square representative will reach out to the Referrer with next steps, or Juniper Square will contact the Qualified Referral directly as applicable based on the Referrer’s submitted contact preference. Juniper Square will disclose the Referrer’s name and place of employment to the Qualified Referral and Referrer consents to such disclosure.

4. REWARDS FOR QUALIFIED REFERRALS

   If a Qualified Referral results in a meeting between the referred individual(s) and Juniper Square within 60 days of submission of the referral form, then a $250 gift card (“Gift Card Reward”) will be sent to the Referrer via email. The Referrer may select their preferred Gift Card Reward through Juniper Square’s gift card vendor. The Gift Card Reward will be sent via email to the Referrer within 30 calendar days following Juniper Square’s meeting with the Qualified Referral. The gift card may be subject to fees, charges, minimum requirements, and/or expiration, in the sole discretion of Juniper Square’s gift card vendor.

5. PROGRAM CHANGES AND LIMITATIONS

   To the extent permitted by applicable law, Juniper Square may at any time, without prior notice, terminate or modify the Program or these Referral Terms, or both. Any attempts to manipulate or engage in fraudulent activities, including providing false information or continuously inviting individuals who are not a good fit for Juniper Square’s solutions, may result in disqualification from the Program. Juniper Square reserves the right to investigate and take appropriate action against any suspected fraudulent activities, which may include Juniper Square voiding a Gift Card Reward if it suspects that such Gift Card Reward was earned in a fraudulent manner, or in a manner that violates applicable law or these Referral Terms. Final determination on whether the Referrer may participate in the Program and whether a referral is a Qualified Referral shall be at Juniper Square’s sole discretion. If multiple Referrers refer the same individual(s), the Referrer that submitted the referral form first will be credited with the referral under the Program.

6. TAXES

   Gift Card Rewards under the Program are subject to applicable federal, state and/or local taxes, to which the Referrer shall be solely responsible. Upon Juniper Square’s determination that the Referrer should receive Gift Card Rewards, Juniper Square may contact the Referrer to request a completed IRS Form W-9. If the Referrer does not respond to a request for a Form W-9 or otherwise indicate a referral payment preference within 30 days of such request, Juniper Square reserves the right to rescind the Gift Card Reward. Juniper Square will report earnings under this Program to the extent required by applicable law on IRS Form 1099-MISC (or successor form as applicable).

7. GOVERNING LAW

   These Referral Terms shall be governed by the laws of the State of California, regardless of conflict of laws principles. Any dispute, controversy, or claim arising out of or in connection with or relating to these Referral Terms or any breach or alleged breach thereof shall be submitted to a single arbitrator and settled exclusively by confidential binding arbitration pursuant to the Commercial Rules then in effect of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration proceeding shall be held in San Francisco, California or any other location mutually agreed upon by the Parties. Judgment upon the award may be entered in any court of competent jurisdiction. EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY DISPUTE ARISING OUT OF, UNDER OR IN CONNECTION WITH THESE REFERRAL TERMS.

8. LIABILITY LIMITATIONS

   In no event shall Juniper Square be liable for any direct, special, indirect or consequential damages, or any other damages of any kind, regardless of the type of claim or legal theory asserted, arising out of or in any way connected with the Program. Juniper Square’s total liability to any Referrer or any other person shall not exceed the amount awarded to such person under the Program, if any.