1. Introduction

This LenzVU Referral Program Agreement (“Agreement”) is entered into between LenzVU Inc. (“LenzVU,” “we,” or “us”) and the individual or entity (“you” or “Partner”) approved to participate in the LenzVU Referral Program (“Referral Program”) under the terms outlined below.

This Agreement governs your enrollment and participation in the LenzVU Referral Program and is effective as of the date you submit your first qualified referral (“Effective Date”). By participating in the Referral Program, you agree to comply with the terms set forth in this Agreement.

This Agreement supersedes any prior verbal or written communications or agreements related to your participation in the Referral Program. LenzVU and Partner may be referred to individually as a “Party” and collectively as the “Parties.”

Definitions

“Affiliate” refers to any organization that directly or indirectly owns, is owned by, or shares common ownership with another entity. Ownership, for this definition, implies holding more than 50% of the voting rights of the entity in question. “Agreement” encompasses both (1) this Referral Program Agreement and (2) any additional terms, conditions, or policies related to participation in the Referral Program as published on LenzVU’s official website, which may be revised periodically. “LenzVU Customer” or “Customer” denotes an individual or entity that has either purchased LenzVU’s Services for internal business use or is being actively pursued as a potential buyer. “Services” refers to LenzVU’s suite of online business management tools, including software, applications, and any associated offerings, excluding software or applications developed by third parties.

2. Program Overview

2.1 Enrollment
Participation in the LenzVU Referral Program is subject to approval by LenzVU at its sole discretion. Any individual or organization wishing to join the program must agree to the terms outlined in this Agreement.

2.2 Partner Eligibility and Program Requirements
Once approved by LenzVU, Partners must continue to meet minimum participation standards to remain eligible. A Partner’s eligibility ends if they cancel, or request cancellation of, their LenzVU Services.

2.3 Marketing Communications Consent
By joining the Referral Program, Partners consent to receive promotional emails and related communications from LenzVU and its affiliated entities, in accordance with the LenzVU Privacy Policy. Partners are responsible for ensuring they have provided appropriate notice to, and obtained any legally required consent from, individuals they refer to LenzVU.

3. Eligibility

Participants must be at least 18 years of age. Referred businesses must be new to LenzVU and not previously registered as clients. LenzVU employees and their immediate family members are not eligible to participate.

4. Referral Process 

You may obtain a referral link from your LenzVU dashboard or request one directly from our team. Share your unique link with businesses you wish to refer to. When the referred business uses your link to create a LenzVU account, the referral will be automatically tracked by our system.

You will receive $10 off your monthly LenzVU subscription for up to 24 months for each referred business that becomes an active paying customer.

To qualify:

• The referred business must sign up using your unique referral link.
  
  
• They must complete their trial and begin a paid subscription within 30 days of clicking your link.
  
  
• A referred business is considered an active paying customer only after they successfully complete their trial period and maintain an active subscription.
  
  
• The discount will be applied only once the referred client becomes an active paying customer.

If the referred business cancels their subscription, your associated discount will also be removed.

5. Rewards

You will receive $10 off your monthly LenzVU subscription for each referred business that becomes a paying client. A referred business is considered a paying client only after they successfully complete their trial period and maintain an active subscription. If the referred business later cancels their LenzVU subscription, the associated discount will be removed from your account.

You may refer to multiple businesses. However, discounts can only be stacked up to the total cost of your monthly LenzVU subscription. Additional referrals beyond this amount will not apply further discounts.

Discounts earned through this program have no cash value, are non-transferable, and cannot be exchanged for monetary compensation.

6. Qualified Referrals

A referral is considered qualified when:

• The referred business is not already a LenzVU client. 
• The referral is submitted prior to the business signing up.
• The referred business becomes an active, paying LenzVU client.

7. Restrictions

Self-referrals are not allowed. Referrals must be legitimate, independent businesses. LenzVU reserves the right to disqualify any referral that is suspected of being fraudulent or non-compliant with these terms.

8. Program Changes and Termination 

8.1 Term
This Agreement becomes effective on the date it is accepted and will remain in force until either party chooses to end it, as outlined below (“Term”).

8.2 Termination Without Cause
Either party may terminate this Agreement at any time, for any reason, by providing the other party with at least 30 days’ written notice.

8.3 Termination for Breach
If either party materially violates any term of this Agreement, the non-breaching party may terminate the Agreement if the issue is not resolved within 10 business days after written notice of the breach has been delivered.

8.4 Immediate Termination by LenzVU
LenzVU reserves the right to terminate this Agreement immediately, with written notice, under any of the following conditions:
(1) Partner becomes subject to bankruptcy proceedings, insolvency actions, or assigns assets for the benefit of creditors;
(2) LenzVU receives complaints from Customers or prospective Customers indicating that the Partner’s conduct has, or may, negatively impact LenzVU’s reputation or relationships;
(3) Partner engages in fraud, deception, or other misconduct in connection with entering into or performing under this Agreement; or
(4) Partner cancels or requests to cancel their LenzVU subscription, including any associated platform services.

8.5 Consequences of Termination
Upon termination of this Agreement:
(1) Partner must immediately stop using all LenzVU branding, marketing materials, and services, and any rights granted under this Agreement will end;
(2) Partner will no longer receive referral fees or benefits after the termination date, except for payments earned prior to termination; and
(3) Any provisions that are intended to survive termination will continue to be enforceable.

9. Limitation of Liability

To the fullest extent permitted by applicable law, LenzVU provides the Services, Marketing Services, and any other products or offerings accessed through the Referral Program on an “as is” and “as available” basis, without any warranties of any kind—express, implied, statutory, oral, or written. This includes, but is not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

LenzVU does not guarantee that its websites, referral tracking URLs, or services will function without interruptions or errors.

To the maximum extent allowed by law, LenzVU shall not be held responsible for any indirect, incidental, consequential, special, exemplary, punitive, or enhanced damages—whether arising from breach of contract, tort, statute, or any other legal theory—related to or resulting from this Agreement, even if LenzVU has been advised of the possibility of such damages.

10. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada, without regard to conflict of law principles.

Partner agrees to comply with all applicable local, national, and international laws, regulations, and rules (“Applicable Laws”), and will ensure that any third parties acting on their behalf do the same. These laws include, but are not limited to, data protection and privacy regulations, intellectual property laws, ICANN rules concerning domain names, anti-corruption laws such as the U.S. Foreign Corrupt Practices Act, and relevant export control legislation.

Partner further agrees not to engage in any practices that are deceptive, misleading, unlawful, unethical, or that could negatively impact LenzVU, its customers, the Services, or the general public.

Partner represents and warrants that all actions taken under this Agreement, including the receipt of referral-related payments, are fully compliant with Applicable Laws. Partner must notify LenzVU promptly and in writing if they become aware of any legal violations related to this Agreement.

Partner also confirms that any compensation received under this Agreement will not be shared with, or redirected to, any other party or entity, unless that party is the Partner as defined in this Agreement.

11. Licenses

11.1 Access to Services
If LenzVU provides the Partner with login credentials to any LenzVU platform in connection with this Agreement, such access is granted on a limited, non-exclusive, non-transferable basis for the duration of the Agreement. Partner may use the Services solely to:
(1) demonstrate LenzVU’s offerings to potential customers in connection with participation in the Referral Program, and
(2) train Partner’s employees on how to use the Services.
No other use is permitted without prior written approval from LenzVU.

11.2 Use of Marketing Materials
Depending on the Partner’s Program Type and Level, LenzVU may provide access to certain marketing tools, assets, and programs. These are licensed on a limited, non-exclusive, non-transferable basis strictly for the purpose of designing and managing marketing efforts related to LenzVU’s products and services.

Use of these materials must align with the guidelines published on LenzVU’s website, which may be updated periodically. LenzVU reserves the right to change usage, branding, and promotional guidelines at any time. Upon notice, Partner agrees to promptly update their use of these materials to remain in compliance.

If Partner involves third parties in managing marketing campaigns on their behalf, they are responsible for ensuring all usage complies with this Agreement. Partner bears full responsibility for any misuse of Marketing Services by themselves or third parties acting on their behalf. LenzVU may request to review the Partner’s usage of marketing assets at any time to ensure alignment with its standards. If usage is deemed non-compliant, Partner must promptly modify or stop using the materials as directed.

11.3 Feedback and Suggestions
Partner grants LenzVU a perpetual, worldwide, royalty-free, transferable, and sublicensable license to use or integrate any feedback, ideas, or suggestions related to the Referral Program or Services that are shared by the Partner.

11.4 Trademark and Branding Rights (Cross Licensing)
Subject to the Partner’s Program Type and Level, LenzVU grants a limited, non-exclusive, non-transferable, royalty-free license to use specific LenzVU trademarks and brand assets as listed in its published branding guidelines, solely for purposes related to this Agreement. This license excludes any marks not explicitly listed.

Likewise, Partner grants LenzVU a limited, non-exclusive, non-transferable, royalty-free license to use Partner’s trademarks, including name and logos, for use in activities connected to this Agreement.

Neither party may use the other’s marks in a way that could harm, dilute, or misrepresent the brand or its reputation. Upon request, either party must cease or adjust use of the other’s marks. Approval to use a mark can be withdrawn at any time with written notice, and such withdrawal will take effect no later than 30 days after the notice is sent.

11.5 Ownership and Reserved Rights
All rights not expressly granted in this Agreement are reserved by LenzVU. Any goodwill generated through Partner’s use of LenzVU’s branding or marketing materials will belong exclusively to LenzVU.

12. Representations and Warranties 

You confirm that you have the full legal right and authority to enter into this Agreement and to fulfill the obligations outlined within it. Your participation will not require approval from any third party, create a conflict of interest, or violate any existing agreements or legal obligations to which you are subject. If you are agreeing to these terms on behalf of a business or organization, you affirm that you have the authority to bind that entity to this Agreement.

You also agree not to make any false, deceptive, or misleading claims in connection with the Services, and you will not, directly or indirectly, offer or provide any incentive, bribe, or other thing of value in exchange for referrals. Furthermore, you agree not to engage in any conduct that LenzVU, at its sole discretion, considers unethical or potentially damaging to its brand, customers, or business operations.

13. Indemnifications 

Partner agrees to indemnify, defend, and hold harmless LenzVU, along with its affiliates, directors, officers, employees, agents, and contractors, from and against any and all losses, damages, liabilities, claims, actions, costs, fines, penalties, settlements, or expenses of any kind (including reasonable legal fees), arising out of or related to any third-party claim that:

(1)results from the conduct of Partner’s business operations;
(2) stems from a breach by Partner or its representatives of any term or condition of this Agreement, including but not limited to obligations outlined in Section 10 (Governing Law); or
(3) involves any act or failure to act by Partner or its representatives related to the execution of their responsibilities under this Agreement.

14. Confidentiality

14.1 Definition of Confidential Information
“Confidential Information” refers to any non-public, sensitive information disclosed by one party (the “Disclosing Party”) to the other (the “Receiving Party”), whether shared verbally or in writing, that is marked as confidential or that should reasonably be considered confidential given the nature of the content and the context in which it is disclosed.

For clarity, any Customer-related data, including personally identifiable information that the Partner gains access to through participation in the Referral Program, is considered Confidential Information of LenzVU.

Confidential Information does not include information that:

(1) becomes publicly available through no fault of the Receiving Party;
(2) was lawfully known to the Receiving Party before disclosure without any obligation of confidentiality;
(3) is provided to the Receiving Party by a third party who is not under any obligation to keep it confidential; or
(4) is independently developed by the Receiving Party without reliance on or reference to the Disclosing Party’s Confidential Information.

14.2 Handling and Protection
Unless otherwise authorized in writing by the Disclosing Party:

(1) the Receiving Party agrees to handle all Confidential Information with at least the same degree of care it uses to safeguard its own confidential material of a similar nature, but no less than a reasonable standard of care;
(2) the Receiving Party will not use the Confidential Information for any purpose outside the scope of this Agreement; and
(3) access to Confidential Information will be limited strictly to those employees, agents, or contractors who need it to fulfill their responsibilities under this Agreement, and who are bound by confidentiality obligations at least as protective as those outlined here.

15. Miscellaneous

15.1 Independent Relationship
Nothing in this Agreement shall be construed as creating a partnership, joint venture, agency relationship, franchise, fiduciary obligation, or employment between LenzVU and Partner. Partner has no authority to bind LenzVU in any manner, nor shall Partner present itself as having such authority. Partner may not make statements, guarantees, or commitments on behalf of LenzVU, nor portray itself as an agent or representative of LenzVU. No third party is intended to benefit from or rely on this Agreement.

15.2 Entire Agreement
This Agreement, including any referenced terms, policies, or documentation available on LenzVU’s official website, represents the full and exclusive understanding between the parties regarding the Referral Program. It supersedes all prior agreements or communications, whether oral or written, concerning the subject matter herein. If any provision is found to be unenforceable or invalid, the remainder of the Agreement shall continue in full force and effect.

15.3 Modifications
LenzVU reserves the right to update or modify the terms of this Agreement at any time, in its sole discretion. Notice of changes may be provided through email, the Partner portal, or another communication method deemed reasonable by LenzVU. If Partner does not accept the revised terms, they may terminate the Agreement. Continued participation in the Referral Program after notification of changes will constitute acceptance of the revised Agreement. Any modifications not made by LenzVU must be in a signed written document executed by an authorized LenzVU representative.

15.4 Assignment
Partner may not assign, transfer, or delegate any of its rights or obligations under this Agreement—whether voluntarily, by operation of law, or otherwise—without the prior written consent of LenzVU. Any attempted assignment without such consent will be void.

15.5 Notices
All legal notices intended for LenzVU must be delivered in writing to the address specified on LenzVU’s website via personal delivery or recognized courier service and will be considered delivered upon confirmed receipt. Notices from LenzVU to Partner may be sent via email or to the mailing address provided by Partner and will be deemed received upon successful transmission or confirmed delivery.

16. Contact

For questions or further information regarding the Referral Program, please contact our support team at info@lenzvu.com