Referral Program Terms and Conditions
Last Updated: February 25, 2026
This is a binding legal agreement between the natural person or legal person (“Referrer” or “you”) agreeing to these Referral Terms and Conditions (“Terms”) and Vori Inc. (“Vori”) (individually, a “party” and collectively, the “parties”).
1. Binding Terms
By participating in the Vori Referral Program (“Program”), you are bound by these Terms and indicate your agreement to them. Vori may in its sole discretion make changes to the Program and such decisions are final and binding. By participating in the Program, as a Referrer you will solicit and refer potential customers (“Prospects”) for the Vori Grocery POS System (“System”). You will not have the authority, express or implied, to make any commitment, bind Vori to any contract, representation, or warranties, or incur any obligations, on behalf of Vori other than making referrals as set forth in these Terms.
2. Changes and Modifications
Vori may modify these Terms upon at least thirty (30) days’ prior written notice (email being acceptable). Any modification will apply only to Referral Submissions made after the effective date of the modification unless the parties otherwise agree.
3. No Exclusivity
Each party acknowledges that these Terms do not create an exclusive agreement between the parties. You have the right to recommend products and services of third parties similar to the System and to work with other persons or entities in connection with the design, sale, implementation, and use of services and products of third parties similar to the System.
4. Referral Process
(a) Submission Methods
Referrer may submit Prospects to Vori using one of the following methods (each, a “Referral Submission”):
(i) Email Introduction
Referrer may send a direct email introduction connecting the Prospect and Vori at the designated Vori email address provided to Referrer in writing.
(ii) Referral Form
Referrer may complete and submit Vori’s official referral form (as made available by Vori from time to time).
(iii) Direct Connection to Vori Representative
Referrer may introduce the Prospect directly to an authorized Vori sales or business development representative provided that such introduction is documented in writing (email being acceptable) within two (2) business days of the introduction.
(b) Minimum Required Information
Each Referral Submission must include, at a minimum: (i) Prospect’s legal name and primary contact information; (ii) Name and title of the primary decision-maker (if known); (iii) Brief description of the Prospect’s anticipated needs or use case; and (iv) Confirmation that the Prospect has provided prior express consent to be contacted by Vori consistent with applicable law.
(c) Acceptance of Referral
A Referral Submission shall not be deemed accepted unless and until Vori provides written confirmation (email being acceptable) to Referrer that: (i) the Referral Submission has been received, and (ii) the Prospect is not, at the time of Referral Submission, an existing customer of Vori, or engaged in an active sales process with Vori, as determined in Vori’s reasonable discretion. If Vori does not provide written acceptance within ten (10) business days of submission, the Referral Submission shall be deemed rejected. Vori has no obligation to accept a Referral Submission. Vori can accept or reject a Referral Submission in its sole discretion.
(d) Ownership of Relationship
Upon Vori’s written acceptance of a Referral Submission, Vori shall assume primary responsibility for sales engagement with the Prospect. Referrer shall not negotiate pricing, terms, or contractual commitments on Vori’s behalf.
(e) Eligible Referral
(i) “Eligible Referral” means a Prospect that satisfies all of the following conditions:
(A) New Prospect
The Prospect is not, at the time of Referral Submission, an existing customer of Vori, or engaged in an active sales process with Vori, as determined in Vori’s reasonable discretion.
(B) Proper Submission Method
The Referrer provides Vori a Referral Submission in accordance with Section 4(a) and 4(b).
(C) Execution of Agreement
The Prospect enters into a written agreement with Vori for the System.
(D) Completion of Installation
The Prospect completes installation of the System and the System is made live in production in accordance with Vori’s criteria (“Go-Live Date”).
(ii) For the avoidance of doubt, a Prospect shall not constitute an Eligible Referral unless all of the conditions in Section 4(e)(i) are satisfied.
5. Referrer Obligations
(a) Reasonable Efforts
Referrer will use reasonable efforts to refer Prospects to Vori.
(b) Business Practices
When seeking Prospects and otherwise performing under these Terms, Referrer will: (i) not engage in any deceptive, misleading, illegal, or unethical practices; and (ii) not make any representations or warranties concerning Vori or the System, except, with respect to representations set forth in marketing materials furnished by Vori.
6. Referral Fees
(a) Subject to these Terms, Vori shall pay Referrer a one-time referral fee of Two Thousand Dollars ($2,000) (“Referral Fee”) for each Eligible Referral.
(b) The Referral Fee shall be earned and owed by Vori only if the Prospect is an Eligible Referral meeting all of the conditions set forth in Section 4(e)(i).
(c) Vori shall pay the Referral Fee within thirty (30) days following the Go-Live Date, provided that Referrer remains in material compliance with these Terms.
(d) The Referral Fee shall be payable only once per Eligible Referral, regardless of the number of locations, renewals, expansions, or additional services purchased.
(e) Referral Fees shall not be considered commissions, residuals, revenue shares, or partnership interests.
(f) Only one Referrer shall be eligible for a Referral Fee with respect to any Eligible Referral. In the event multiple introductions of a Prospect occur, the Referrer responsible for the first verified introduction to Vori, as determined by Vori in its reasonable discretion, shall be recognized as the sole Referrer eligible for a Referral Fee with respect to such Prospect.
7. Termination
Each party may terminate these Terms without cause upon written notice (email being acceptable) with immediate effect. Upon termination, Vori will only be responsible for paying referral fees for Prospects accepted prior to the effective date of the termination.
8. Indemnification
(a) Referrer shall defend, indemnify, and hold harmless Vori and its affiliates, and each of their respective officers, directors, employees, agents, successors, and assigns from and against any and all claims, demands, actions, proceedings, investigations, liabilities, damages, judgments, settlements, penalties, fines, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (i) Referrer’s breach of these Terms; (ii) Referrer’s violation of applicable laws, rules, or regulations in connection with these Terms; (iii) any misrepresentation, false statement, or omission made by Referrer to a Prospect; (iv) Referrer’s marketing, promotional, or solicitation activities; (v) any allegation that Referrer acted as Vori’s agent without authorization; and (vi) Referrer’s gross negligence, willful misconduct, or fraud.
(b) The indemnification obligations in this Section 8 shall survive termination or expiration of these Terms for a period of five (5) years.
9. Confidential Information
(a) Definition
“Confidential Information” means any proprietary information of a party to these Terms disclosed by one party to the other that is in written, graphic, machine readable, or other tangible form and is marked “confidential” or “proprietary” or in some other manner to indicate its confidential nature or that the receiving party should reasonably understand to be confidential. Confidential Information includes oral disclosures, provided that such information is: identified as confidential at the time of disclosure; and summarized in writing by the disclosing party within thirty (30) days after disclosure, with such written summary marked as confidential and delivered to the receiving party. Notwithstanding the foregoing, information disclosed orally shall be deemed Confidential Information whether or not so confirmed in writing if a reasonable person under the circumstances would understand such information to be confidential.
(b) Exceptions
Confidential Information will not include information that: (i) was publicly known or made generally available to the public prior to the time of disclosure by the disclosing party; (ii) becomes publicly known or made generally available to the public after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party; (iii) is already in the possession of the receiving party at the time of disclosure without breach of any confidentiality obligations; (iv) is obtained by the receiving party from a third party without a breach of such third party’s confidentiality obligations; or (v) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.
(c) Non-Use and Non-Disclosure
Each party will: (i) treat as confidential all Confidential Information of the other party; (ii) not disclose such Confidential Information to any third party, except on a “need to know” basis to third parties that have signed a non-disclosure agreement containing provisions substantially as protective as the terms of this Section 9; and (iii) will not use such Confidential Information except in connection with performing its obligations or exercising its rights under these Terms. Each party is permitted to disclose the other party’s Confidential Information if required by law so long as the other party is given prompt written notice of such requirement prior to disclosure and reasonable assistance in obtaining an order protecting such information from public disclosure.
(d) Intellectual Property; Copyright; Use of Marks
You acknowledge that Vori owns all rights, title, and ownership interest to the intellectual property of Vori including trademarks, logos, trade names, service marks, advertising and marketing materials, and patents. You also understand that the System is the property of Vori. Each party may only use the intellectual property of the other party as expressly permitted in these Terms. All other intellectual property and other proprietary rights are reserved by the respective parties.
10. Limitation of Liability
EXCEPT FOR THE PARTIES’ CONFIDENTIALITY OBLIGATIONS UNDER SECTION 9 AND INDEMNIFICATION OBLIGATIONS UNDER SECTION 8, IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THESE TERMS TO THE OTHER PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, STATUTORY, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF USE, LOSS OF TIME, INCONVENIENCE, LOST BUSINESS OPPORTUNITIES, DAMAGE TO GOODWILL OR REPUTATION, OR OTHER ECONOMIC LOSS, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN. A PARTY’S AGGREGATE LIABILITY UNDER THESE TERMS FOR ANY DIRECT DAMAGES SHALL NOT EXCEED THE TOTAL REFERRAL FEES PAID BY VORI UNDER THESE TERMS OR $2000, WHICHEVER IS GREATER.
11. Independent Contractors
(a) The relationship of the Parties established by these Terms is that of independent contractors and you and Vori are not, by virtue of these Terms partners, joint venturers, employer/employee, franchise/franchisee or fiduciaries of any kind. Nothing contained in these Terms should be construed to give either party the power to: act as an agent; or direct or control the day-to-day activities of the other party.
(b) Promptly upon entering into these Terms, Referrer shall provide Vori with a completed and signed Form W-9 (Request for Taxpayer Identification Number and Certification). You acknowledge that you will receive an IRS Form 1099 from Vori. Vori will not be responsible for withholding or paying any income, payroll, Social Security, or other federal, state, or local taxes, making any insurance contributions, including for unemployment or disability, or obtaining workers’ compensation insurance on your behalf. You shall be responsible for, and shall indemnify Vori against, all such taxes or contributions, including penalties and interest.
12. Force Majeure
No party shall be liable or responsible to the other party, or be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing these Terms, when and to the extent such party’s (the “Impacted Party”) failure or delay is caused by or results from the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, pandemics or epidemics, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or action; and (e) national or regional emergency. The Impacted Party shall give notice within five (5) days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party’s failure or delay remains uncured for a period of thirty (30) consecutive days following written notice given by it under this Section, the other party may thereafter terminate these Terms upon five (5) days’ written notice.
13. No Third-party Beneficiaries
These Terms are for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.
14. Governing Law
All matters arising out of or relating to these Terms are governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of California.
15. Submission to Jurisdiction
Any legal suit, action or proceeding arising out of or relating to these Terms shall be instituted in the federal courts of the United States of America or the courts of the State of California in each case located in the City of San Francisco and County of San Francisco, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.
16. Cumulative Remedies
The rights and remedies under these Terms are cumulative and are in addition to and not in substitution for any other rights and remedies available at law or in equity or otherwise.
17. Notices
All notices, requests, consents, claims, demands, waivers and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at such address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), certified or registered mail (in each case, return receipt requested, postage prepaid), or email to the email address most recently provided by the receiving party. Email Notices are effective upon transmission (with no bounce-back or error message). Except as otherwise provided in these Terms, a Notice is effective only: upon receipt of the receiving party; and if the party giving the Notice has complied with the requirements of this Section.
18. Severability
If any term or provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction.
19. Assignment
These Terms and any rights or obligations hereunder may be assigned by Vori at its sole discretion without the consent of the Referrer. The Referrer may not assign, delegate, or otherwise transfer any of its rights or obligations under these Terms without the prior written consent of Vori. Any purported assignment or transfer in violation of this provision shall be null and void.
20. Survival
Provisions of these Terms which by their nature should apply beyond the termination thereof will remain in force after any termination of these Terms.
21. Waiver
No waiver of any provision of these Terms shall be effective unless set forth in a written instrument signed by the party granting such waiver. No waiver shall be deemed a waiver of any other provision, nor shall any waiver constitute a waiver of any subsequent breach or default of the same or any other provision. A waiver shall apply only to the specific matter expressly identified in such written waiver and shall not be deemed a continuing waiver unless expressly stated therein.
22. Entire Agreement
These Terms constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.