Referral Program

3. REPRESENTATIONS AND WARRANTIES.

By participating in the Referral Program, you represent and warrant that: (a) you have the full right, power and authority to do so and to enter into these Terms and to perform your obligations hereunder; (b) your participation in the Referral Program does not and will not conflict with or result in a breach (including with the passage of time) of any other agreement to which you are a party; and (c) these Terms constitute you valid and binding agreement and are enforceable against you (except as may be limited by public policy or creditors’ rights generally).

4. INDEMNIFICATION.

You will indemnify, defend, and hold harmless Hamzaa and its directors, officers, and employees from and against all taxes, losses, damages, liabilities, costs, and expenses, including attorneys’ fees and other legal expenses, arising directly or indirectly from or in connection with: (a) any failure by you to participate in the Referral Program in accordance with all applicable laws, rules, and regulations, (b) any violation or claimed violation of a third party’s rights resulting in whole or in part from Hamzaa’s use of your work product under these Terms; or (c) from your failure to be classified as an independent contractor with respect to the Referral Program.

5. DISCLAIMER OF WARRANTIES.

HAMZAA MAKES NO REPRESENTATIONS OR WARRANTIES TO REFERRER WITH RESPECT TO THE HAMZAA PRODUCTS AND SERVICES, INCLUDING ANY WARRANTY OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.

6. LIMITATION OF LIABILITY.

NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES, WHETHER UNDER TORT, CONTRACT OR ANY OTHER THEORY, EVEN IF SUCH PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS DESCRIBED HEREIN, IN NO EVENT SHALL EITHER PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS AND THE REFERRAL PROGRAM EXCEED THE AGGREGATE OF THE AMOUNTS PAID OR PAYABLE BY EITHER PARTY TO THE OTHER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRIOR TO ANY SUCH CLAIM OF LIABILITY.

7. TERM AND TERMINATION

7.1   Term. These Terms and the Referral Program shall commence on the Effective Date and shall continue through December 31, 2024; provided, however, that this Referral Program may be amended at any time or from time to time by Hamzaa, Inc. at its sole and absolute discretion.

7.2   Termination. Without prejudice to any other right or remedy available at law or in equity in respect of any event described below, the Referral Program may be terminated by Hamzaa at any time and without penalty.  Such a termination will not relieve Hamzaa of liability for payment of Incentives payable prior to termination.

8. DISPUTE RESOLUTION

8.1   Arbitration. Except as set forth in Section 8.4 below, any dispute or controversy arising out of, relating to, or concerning any interpretation, or concerning any interpretation, construction, performance, or breach of these Terms, will be settled by arbitration to be held in San Jose, California in accordance with the rules then in effect of the American Arbitration Association. The arbitrator may grant injunctions or other relief in the dispute or controversy. The decision of the arbitrator will be final, conclusive, and binding on the Parties to the arbitration. Judgment may be entered on the arbitrator's decision in any court having jurisdiction.

8.2   Arbitration Fees. In the event of any arbitration the Parties hereto arising from or related to a party's performance or breach of these Terms, the prevailing party shall be entitled to and shall receive, in addition to any relief granted by the arbitrator, their reasonable attorneys' fees and other costs and expenses incurred in prosecuting or opposing the prosecution of such action. Further, if any action at law or in equity is necessary to enforce or interpret the terms of these Terms, the prevailing party shall be entitled to reasonable attorneys' fees, costs and necessary disbursement, in addition to any other relief to which the party may be entitled.

8.3   Waiver or Right to Jury Trial. This arbitration clause constitutes a waiver of each Party’s right to a jury trial for all disputes relating to all aspects of these Terms and the Referral Program.

8.4   Equitable Remedies. The Parties may apply to any court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary, without breach of these Terms and without abridgement of the powers of the arbitrator.

8.5   Consideration. Each party's promise to resolve claims by arbitration in accordance with the provisions of these Terms, rather than through the courts, is consideration for the other parties like promise.

9. MISCELLANEOUS

9.1     Non assignment and No Subcontractors. Neither these Terms nor any rights under these Terms may be assigned or otherwise transferred by you, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of Hamzaa. Subject to the foregoing, these Terms will be binding upon and will inure to the benefit of the parties and their respective successors and assigns. Any assignment in violation of the foregoing will be null and void.

9.2     Waiver. Any waiver of the provisions of these Terms by Hamzaa or of Hamzaa’s rights or remedies under these Terms must be in writing to be effective.

9.3     Severability. If any term, condition, or provision in these Terms is found to be invalid, unlawful, or unenforceable to any extent, the parties will endeavor in good faith to agree to amendments that will preserve, as far as possible, the intentions expressed in this Agreement.

9.4     Governing Law. The internal laws of California, but not the choice of law rules, govern this Agreement.

9.5     Headings. Headings are used in these Terms for reference only and will not be considered when interpreting this Agreement.

9.6     Notices. All notices, approvals, consents, waivers, and other communications under these Terms must be in writing and will be deemed to have been given when (a) in the case of Hamzaa, when received, if sent by a nationally recognized overnight delivery service or U.S. mail to 155 E, Main Ave, Suite 150, Morgan Hill, CA 95037; or (b) in the case of Referrer, when sent by email to the addresses, facsimile numbers and/or email addresses provided with submission of the Referred Customer to which the communication relates or to such other addresses, facsimile numbers or email addresses as a party may designate by notice to the other party from time to time.

9.7     Independent Contractors. The relationship between the parties is that of independent contractors. Nothing in this Agreement shall be deemed to create an employment, partnership, joint venture or agency relationship between the parties.

9.8     Entire Agreement. These Terms represent the complete agreement of the parties, supersedes all prior discussions, communications and agreements between the parties with respect to the subject matter hereof, and cannot be amended or modified except in a writing signed by both parties.