OpenMetal, Inc.
Enterprise to Enterprise Referral Program Terms of Service

Last Updated: September 30, 2025

PLEASE READ THIS AGREEMENT CAREFULLY 

1. Referral Program.
   1. This Enterprise to Enterprise Referral Program Terms of Service (hereinafter the “Referral ToS”) sets forth the terms and conditions of OpenMetal, Inc.’s Referral Program (“Program”) and is made and agreed to between OpenMetal, Inc., its subsidiary corporations, affiliate corporations, successors and assigns (collectively referred to as “Company”) and Company’s Referral Partner who signs up for the Program (“Referral Partner”) and is effective as of the date the  Referral Partner signs up for the Program.
   2. Referral Partner’s acceptance of these Referral Partner ToS signifies that Referral Partner has read, understands, acknowledges and agrees to be bound by these Referral Partner ToS, along with Company’s Universal Terms of Service Agreement (“UToS”), which is incorporated herein by reference, and all other terms and conditions related thereto related to the Referral Partner account signed up for (“Referral Partner Account”). Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the UToS. In the event of a conflict between these Referral Partner ToS and the UToS, these Referral Partner ToS shall control. Customer acknowledges that Customer has read these Referral Partner ToS.
   3. Company, in its sole and absolute discretion, may change or modify these Referral Partner ToS, and any policies or agreements which are incorporated herein, at any time, and such changes or modifications shall be effective immediately upon posting to the Website. Referral Partner acknowledges and agrees that Company may notify Referral Partner of such changes or modifications by posting them to the Website and that Referral Partner’s use of the Products, Website or OpenMetal Cloud Services related to the Referral Partner Account after such changes or modifications have been made (as indicated by the “Last Updated” in these Referral Partner ToS) shall constitute Referral Partner’s acceptance of these Referral Partner ToS as last revised. If Referral Partner does not agree to be bound by these Referral Partner ToS as last updated, Referral Partner should not use (or continue to use) the Products, Website or OpenMetal Cloud Services related to the Referral Partner Account.
   4. In addition, Company may occasionally notify Referral Partner of changes or modifications to these Referral Partner ToS by email. At all times, Referral Partner must continue to provide Company with Referral Partner’s up-to-date, complete and accurate information, including email contact and payment information. Company assumes no liability or responsibility for Referral Partner’s failure to receive an email notification if such failure results from inaccurate information in the Referral Partner Account. 
   5. There is no sign-up fee to become a Referral Partner. Interested parties must complete the Referral Partner Application Form which is located on our landing page, which will be reviewed at the Company’s discretion. Approved Referral Partners will receive Ideal Customer Profiles (ICPs) and must submit leads using the designated Lead Submission Form which will be sent along with a password to access. Leads will be reviewed within five (5) business days to confirm acceptance. Referral Partners will “own” the lead—both the contact and the associated company—for six (6) months from approval, provided neither are already in the Company’s system. If the lead converts within that timeframe, the Referral Partner will receive a commission; if not, they will be notified. Paid advertising is not required, and Referral Partners are expected to act transparently and within program guidelines. Misrepresentation or submitting unqualified leads may result in removal and forfeiture of unpaid earnings.
   6. THE PROGRAM, INCLUDING ALL SERVICES PROVIDED IN CONNECTION WITH THE PROGRAM, ARE PROVIDED “AS IS,” WITH NO WARRANTIES WHATSOEVER. ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS, ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY DISCLAIMS ANY WARRANTIES FOR THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE PROGRAM, INCLUDING THE SERVICES PROVIDED IN CONNECTION WITH THE PROGRAM. REFERRAL PARTNER UNDERSTANDS AND AGREES THAT ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH PARTICIPATION IN THE PROGRAM IS DONE AT Referral Partner’S OWN DISCRETION AND RISK AND THAT Referral Partner WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO REFERRAL PARTNER’S COMPUTER SYSTEM, DEVICE(S) OR LOSS OF DATA THAT RESULTS IN THE DOWNLOAD OF SUCH MATERIAL. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES. IN SUCH JURISDICTIONS, THE FOREGOING DISCLAIMERS MAY NOT APPLY TO Referral Partner INSOFAR AS THEY RELATE TO IMPLIED WARRANTIES. 
   7. UNDER NO CIRCUMSTANCES SHALL COMPANY BE LIABLE TO REFERRAL PARTNERS ON ACCOUNT OF REFERRAL PARTNER’S PARTICIPATION IN THE PROGRAM, USE OR MISUSE OF THE PROGRAM, RELIANCE ON THE PROGRAM, INABILITY TO PARTICIPATE IN THE PROGRAM, OR FOR THE INTERRUPTION, SUSPENSION OR TERMINATION OF THE PROGRAM. SUCH LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES (EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM PARTICIPATION IN THE PROGRAM, USE OR MISUSE OF THE PROGRAM, RELIANCE ON THE PROGRAM, INABILITY TO PARTICIPATE IN THE PROGRAM, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE PROGRAM (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). SUCH LIMITATION SHALL APPLY, WITHOUT LIMITATION, TO THE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, DAMAGE TO ANY DEVICE OR LOST DATA. SUCH LIMITATION SHALL APPLY WITH RESPECT TO THE PERFORMANCE OR NON-PERFORMANCE OF THE PROGRAM OR ANY INFORMATION OR MERCHANDISE THAT APPEARS ON, OR IS LINKED OR RELATED IN ANY WAY TO, COMPANY’S NETWORK. SUCH LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. SUCH LIMITATION SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. IN SOME JURISDICTIONS, LIMITATIONS OF LIABILITY ARE NOT PERMITTED. IN SUCH JURISDICTIONS, THE FOREGOING LIMITATION MAY NOT APPLY TO REFERRAL PARTNER.
   8. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN ANY COMPANY POLICIES OR AGREEMENTS, REFERRAL PARTNER SPECIFICALLY ACKNOWLEDGES AND AGREES COMPANY’S MAXIMUM LIABILITY UNDER THE PROGRAM FOR ANY DAMAGES, LOSSES, COSTS AND CAUSES OF ACTIONS FROM ANY AND ALL CLAIMS (WHETHER IN CONTRACT, TORT, INCLUDING NEGLIGENCE, QUASI-CONTRACT, STATUTORY OR OTHERWISE) SHALL NOT EXCEED THE ACTUAL DOLLAR AMOUNT PAID TO REFERRAL PARTNER WHICH GAVE RISE TO SUCH DAMAGES, LOSSES AND CAUSES OF ACTIONS DURING THE THREE (3)-MONTH PERIOD PRIOR TO THE DATE THE DAMAGE OR LOSS OCCURRED OR THE CAUSE OF ACTION AROSE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THESE REFERRAL PARTNER TOS OR REFERRAL PARTNER’S USE OF THE WEBSITE OR PRODUCTS.
   9. REFERRAL PARTNER SPECIFICALLY ACKNOWLEDGES AND AGREES THE FOREGOING LIMITATION OF LIABILITY REFLECTS AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THE MATTER HEREIN AND FURTHER UNDERSTANDS THE TERMS OF THIS SECTION SHALL SURVIVE ANY TERMINATION OF THE AGREEMENTS.
2.  Program
   1. Referral Partners will earn a commission only for leads that are submitted through the approved Lead Submission Form, accepted by OpenMetal based on our Ideal Customer Profile (ICP) and minimum qualification criteria, and that result in a closed-won deal. Lead submission alone does not guarantee acceptance or payment. All leads will be reviewed to ensure they are not already in our system and meet program requirements. Commissions will not be paid for unapproved leads, deals that do not meet the criteria, or leads not submitted through the proper process.
   2. Company does not pay commissions for referrals involving the Referral Partner’s own company or employees. Commissions are only paid for approved leads submitted through the designated Lead Submission Form, and only if those leads meet program criteria and result in a closed-won deal. Referrals submitted prior to an approved Referral Partner’s acceptance into the program are not eligible for commission, nor are leads acquired through informal means such as phone calls or live chats that are not properly documented through the official submission process.
3. Program Commissions.
   1. Company expressly reserves the right to change or modify the commission structure at any time, as it determines in its sole discretion, and such changes or modifications shall be effective immediately upon sending notice  to Referral Partner.
   2. Referral Partner ACKNOWLEDGES, UNDERSTANDS AND AGREES THAT Referral Partner IS NOT ELIGIBLE FOR AND WILL NOT EARN A COMMISSION RELATED TO:
      1. SALES THAT SHARE THE SAME PERSONAL OR COMPANY DETAILS, INCLUDING BUT NOT LIMITED TO, LAST NAME, EMAIL ADDRESS, IP ADDRESS, WEBSITE DETAILS, OR COMMISSION PAYMENT DETAILS, AS REFERRING REFERRAL PARTNER,
      2. MULTIPLE PURCHASES BY SAME REFERRED OR EXISTING CUSTOMERS,
      3. SALES DEEMED, IN COMPANY’S SOLE DISCRETION, AS FRAUDULENT, OR 
      4. ANY SALES GENERATED IN CONJUNCTION WITH SPECIAL DISCOUNTS OR COUPONS WITHOUT COMPANY’S CONSENT, OR ANY VIOLATION OF THE FOREGOING MAY BE SUBJECT TO A REVERSAL OF COMMISSIONS AND TERMINATION OF Referral Partner’S PARTICIPATION IN THE PROGRAM. COMMISSION SALES ARE FOR THE SALE OF CLOUD SERVICES ONLY, UNLESS SPECIFIED BY COMPANY PROVIDED PROMOTIONS.
   3. Referral Partners will receive a one-time commission equal to 10% of the fully ramped monthly recurring revenue (MRR) for each approved and closed-won referral, not to exceed $2,500.00 USD per referral. Commissions will be paid using the payment method agreed upon between the Referral Partner and Company. 
   4. Commission payments will be made within thirty (30) days after Company has received payment from the referred client for their fully ramped monthly recurring revenue (MRR). Referral Partners will only be eligible for payment once the client has reached the agreed-upon ramped MRR schedule, as outlined in the signed contract. Company will notify the Referral Partner when the ramp schedule is confirmed and eligible for payout.
4. Referral Partner Payouts. Company will not reimburse nor compensate Referral Partner for any commission, or provide any other consideration, other than for a valid sale made solely by Referral Partner and in active status for a period of at least sixty (60) days. Company reserves the right to extend the payment date on orders suspected of fraudulent or abusive activity. 
5. Referral Partner Responsibilities and Obligations Privacy Obligations. Protection of consumer privacy is a priority of Company. Company pledges its commitment to protecting the privacy of consumers, taking steps to maintain the privacy of users and adhering to fair information collection practices. Referral Partner agrees that Referral Partner will post a legally valid global privacy policy on Referral Partner’s website(s) or publishing location(s) and otherwise make it available to all visitors. Referral Partner’s Referral Partner Policies must comply with all applicable laws and regulations regarding the data privacy of user, visitor or customer’s information, be commercially reasonable, and fully and accurately disclose Referral Partner’s collection and use of visitor information. In addition, Referral Partner must fully and accurately disclose Referral Partner’s use of third-party technology, including tracking technology, use of cookies, and options for discontinuing use of such cookies. Failure to comply with this Section will result in termination from the Program and Referral Partner’s waiver of all commissions. 
6. Indemnification. Referral Partner agrees to indemnify, defend and hold harmless Company and its subsidiaries and affiliated companies, and each of their respective officers, directors, employees, shareholders, attorneys and agents (each an “indemnified party” and, collectively, “indemnified parties”) from and against any and all claims, damages, losses, liabilities, suits, actions, demands, proceedings (whether legal or administrative), and expenses (including, but not limited to, reasonable attorney’s fees) threatened, asserted, or filed by a third party against any of the indemnified parties arising out of or relating to (i) Referral Partner’s use of the Program, (ii) any violation by Referral Partner of these Referral Partner ToS and/or any of the Agreements, (iii) any breach of any representation, warranty or covenant of Referral Partner contained in these Referral Partner ToS; (iv) any acts or omissions of Referral Partner; (v) Referral Partners website(s) and any other materials or information provided by Referral Partners; (v) any material to which users can link through Referral Partners’s website(s); (vi) any consumer and/or governmental complaint arising out of any campaign conducted by Referral Partners, including but not limited to any spam or fraud complaint and/or any complaint relating to failure to have proper permission to conduct such campaign to the consumer; (vii) libel, defamation, violation of rights of privacy or publicity, copyright infringement, trademark infringement or other infringement of any third-party right, fraud, false advertising, misrepresentation, product liability or violation of any law, statute, ordinance, rule, or regulation throughout the world in connection with Referral Partner’s website(s) and/or any materials or information provided hereunder by Referral Partners; and/or (vii) a contaminated file, virus, worm, or Trojan horse originating from Referral Partner’s website(s). The terms of this Section shall survive any termination of these Referral Partner ToS.
7. Program Availability.
   1. Company shall use commercially reasonable efforts to attempt to provide the Program on twenty-four (24) hours a day, seven (7) days a week basis throughout the term of these Referral Partner ToS. However, Referral Partner acknowledges and agrees that this is not a guarantee as there will be times the Program may not be available for Referral Partner’s use. Referral Partner acknowledges and agrees that Company has no control over the availability of the Program on a continuous or uninterrupted basis and Company assumes no liability to Referral Partner or any other party with regard thereto.
8. Representations and Warranties. Referral Partner represents, warrants, covenants, and acknowledges to Company that 
   1. Referral Partner has the full right, power, legal capacity, and authority to enter into, deliver, and fully perform under these Referral Partner ToS;
   2. neither the execution, delivery, nor performance of these Referral Partner ToS will result in a violation or breach of any contract, agreement, order, judgment, decree, rule, regulation, or law to which such party is bound or subject; 
   3. Referral Partner will perform its obligations hereunder in a professional and workmanlike manner; 
   4. Referral Partner will comply with all applicable federal, state, local and global laws, and rules and regulations including, without limitation, laws relating to advertising, privacy, and unfair business practices; and 
   5. the contents and exploitation of any and all information and/or materials created or provided specifically Referral Partner hereunder (including, without limitation, the advertisements), when used specifically as authorized by such party without modification: (i) are true and accurate in every respect; (ii) do not violate any applicable law or rule or regulation (including any and all applicable advertising regulations); and (iii) do not violate any third party rights of any person or entity in any way (including, without limitation, any intellectual property, privacy, defamation, or publicity rights).
9. FTC Endorsement Compliance.
   1. Company aims to care for its customers in a fair manner and to fully abide by all rules, regulations and law, including the United States Federal Trade Commission’s (“FTC”) regulations, that relate to advertising. At the same time, Company necessitates that its affiliates must also do so as well. 
   2. The FTC regulations include but are not limited to, 16 C.F.R. Part 255: Guides Concerning the Use of Endorsements and Testimonials in Advertising, which necessitates, along with other criteria, that material connections between advertisers and endorsers be revealed. Therefore, directories, review/rating websites, blogs and other websites, email or collateral that claims to provide an endorsement or assessment of an advertiser (in this case Company) must clearly state that the advertiser is given financial or in-kind compensation.
   3. When Referral Partner posts any material about Company’s products or services, Referral Partner must disclose its “material connection” with Company, including the fact that Referral Partner was given or is entitled to consideration from Company. The disclosure should be clear and prominent and made in close proximity to any statements that Referral Partner makes about Company or Company’s products or service. Company may monitor Referral Partner’s posts and notify Referral Partner of any content that it deems, in its sole discretion, is outside of the FTC guidelines that needs immediate correction, removal, or explanation. Should an inappropriate post appear, Company may withhold payment, request reimbursement of already paid fees, and/or terminate its relationship with Referral Partner.
   4. Referral Partner can obtain further information and suggestions on complying with the FTC guidelines via the links below. Referral Partner is advised to search for and acquire Referral Partner’s own legal advice on how the FTC rules may apply to Referral Partner under these Referral Partner ToS.
   5. Company reserves the right to withhold commission fees and cancel the affiliate relationship with Referral Partner should Company find, its sole discretion, that Referral Partner is not abiding with the previously mentioned guide or FTC regulations/guides Company view as applicable.
   6. The FTC offers a variety of resources to help make it easier for Referral Partner to comply with the guidelines, including but not limited to:
      1. Guides Concerning the Use of Endorsements and Testimonials in Advertising.
      2. The FTC’s Revised Endorsement Guides: What People are Asking.
      3. Dot Com Disclosures: Information About Online Advertising.

OpenMetal, Inc.

Attn: Legal Department

2 Constitution Drive, Suite 101,

Virginia Beach, VA 23462

legal@openmetal.io