Privacy Policy

Vitis Technologies Referral Program Policy

1. Introduction and Program Overview

1.1 Program Purpose and Authority

This Customer and Referral Program Policy (the Program) is established and administered by Vitis Technologies, an Ohio corporation (the Company), for the purpose of incentivizing qualified referrals of prospective customers for the Company's services and solutions.

The Program is a voluntary customer acquisition initiative. Participation in the Program does not create or imply any employment, agency, joint venture, partnership, fiduciary, franchise, or other special relationship between the Company and any participant. Referrers are independent actors and are not authorized to bind the Company or make offers, warranties, or representations on the Company’s behalf.

The Program is offered at the Company’s sole discretion and may be modified, suspended, or terminated at any time in accordance with Section 11.

1.2 Program Scope
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The Program permits:
• Employees of the Company; and
• Customers of the Company; and
• Certain other qualifying third parties

to submit referrals of prospective business customers for the Company’s services. Referrals may be submitted by any individual or entity that meets the eligibility criteria in Section 3.

The Company will evaluate referrals in accordance with this Program and applicable law, with the objective of promoting legitimate business development while complying with consumer protection, advertising, anti-kickback, and data privacy requirements.

1.3 Voluntary Participation and Agreement to Terms

Participation in the Program is entirely voluntary and not a condition of employment, continued services, or continued customer status. By submitting a referral, the individual or entity submitting the referral (the Referrer) agrees (i) to be bound by all terms and conditions in this Program and that the Program may be modified or terminated as set forth in Section 11; and (ii) that any dispute will be resolved in accordance with Sections 9 and 10 of this Program.

2. Definitions

As used in this Program, the following terms have the meanings set forth below.

2.1 Affiliate. Affiliate means any entity that, directly or indirectly, controls, is controlled by, or is under common control with the Company, including subsidiaries and parent entities.

2.2 Confidential Information. Confidential Information means any non-public information provided to or collected by the Company in connection with a referral, including personalcontact information, company names, business information, service requirements, and related details, subject to the Company’s Privacy Policy.

2.3 Company. Company means Vitis Technologies, an Ohio corporation, including its employees, officers, directors, agents, and authorized representatives.

2.4 Payment. Payment means $250 Amazon gift card or Discount on Referrer’s next CompleteIT invoice amount, up to 50% of your next CompleteIT monthly invoice—capped at the full monthly recurring value of the referred new client contract, issued by or on behalf of the Company as an incentive under this Program.

2.5 New Customer. New Customer means a prospective customer that satisfies all of the following:

• A valid referral has been submitted in accordance with Section 4;
• The prospective customer:

i. Has not, within the twelve (12) months preceding the referral submission date, engaged in any Company-initiated substantive sales engagement; and
ii. Has not previously executed a service agreement with the Company;
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• The prospective customer is not an Affiliate of the Referrer, unless expressly approved in writing by the Program Administrator in advance;
• The prospective customer is not an immediate family member (spouse, parent, child, sibling, or person residing in the same household) of any Company employee or officer;
• The prospective customer executes a Service Agreement (as defined in Section 2.9) with the Company within one hundred eighty (180) days following the date the referral issubmitted; and
• The Service Agreement represents a new production customer engagement and is not:

i. A renewal or extension of a prior agreement;
ii. A mere upsell, cross-sell, or amendment to an existing customer relationship; or
iii. A conversion of an internal or captive Affiliate arrangement.

2.6 Program. Program means this Customer and Referral Program Policy and all rules, procedures, and communications established by the Company to implement it.
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2.7 Referral. Referral means a submission of information regarding a prospective customer through the methods authorized by this Program that complies with the requirements of Section 4.
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2.8 Referrer. Referrer means any individual or entity that submits a Referral and meets the eligibility criteria in Section 3.
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2.9 Service Agreement. Service Agreement means a binding written agreement between the Company and the prospective customer for the provision of [information technology] services.
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3. Program Eligibility and Participation

3.1 Referrer Eligibility

Subject to Section 3.2, the following categories of individuals and entities may participate as Referrers:
• Current employees of the Company or any Affiliate, including full-time, part-time, and contract employees.
• Current customers of the Company, meaning any person or entity that has an active Service Agreement with the Company at the time of referral submission.
• Other third parties not falling into the categories above, provided they are at least eighteen (18) years of age and authorized to enter into binding agreements in their jurisdiction of residence.

The Company may verify identity and eligibility and may require supporting documentation.

3.2 General Eligibility Criteria and Restrictions for Referrers

A Referrer is ineligible if:

• The Referrer (or any of its owners, officers, or immediate family members) holds a controlling ownership interest in the prospective customer; or
• The Referrers role with the prospective customer would make the Payment aninappropriate or prohibited inducement under applicable law, contract, or policy (for example, a public official with procurement authority, or a person subject to strict gift rules).

Compliance with law and Company policies
• Referrers who are Company employees must comply with all Company policies, including codes of conduct, anti-bribery and corruption policies, conflicts-of-interest policies, and any applicable employment agreements.
• Referrers who are not employees must comply with all applicable laws in connection with their participation in the Program, including anti-bribery, anti-corruption, and privacy/data protection laws.

Company discretion
• Eligibility determinations are made in the Company’s sole discretion, subject to the dispute resolution and appeal rights in Section 9.

3.3 Prospective Customer (Referee) Eligibility

A referred prospective customer (the Referee) must:
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1. Be a business, organization, or governmental entity (or a person acting in a business capacity).
2. Make an independent decision to contract with the Company:
3. Not be disqualified under the New Customer definition in Section 2.5.
4. Execute a Service Agreement meeting the requirements of Section 2.9.
5. Not be prohibited by law, regulation, ethical rules, or their own internal policies from entering into an arrangement where a third party receives an incentive for a referral.

If the Referee is a public-sector entity (for example, a state or local government, school district, or similar), the Company may apply additional scrutiny and reserves the right to decline ordisqualify the referral to avoid potential anti-kickback or public procurement issues.

3.4 Program Administration

The Company will designate one or more individuals (the Program Administrator) to:

1. Verify Referrer and Referee eligibility;
2. Confirm whether a referral qualifies as a New Customer;
3. Maintain records of all referrals, determinations, and incentive payments;
4. Enforce this Program; and
5. Coordinate tax reporting and compliance.

The Program Administrators determinations are made in good faith and are subject to appeal under Section 9.

4. Referral Submission Requirements

4.1 Submission Method

Referrals must be submitted by one of the following methods:

1. Through the Company’s designated online referral portal (the Referral Portal) available at [https://share.hsforms.com/1472qVBthSsyd4An8W7Ivhwhz0f]}; or
2. By such additional methods as the Company may authorize in writing ("send their details to referral@vitistech.com).
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Referrals submitted by any other means (such as informal verbal references or genericintroductions) do not qualify unless subsequently documented by the Referrer through an authorized method and accepted by the Company.

4.2 Required Referrer Information Each referral must include:
• Referrers full legal name;• Referrers company name and business title (if applicable);
• Referrers phone number;• Referrers email address;• Referrers relationship to the Company (for example, employee, customer, former employee, third party); and
• Referrers acknowledgment and certification that they:
i. Have read and agree to this Program; and
ii. Meet all eligibility requirements in Section 3.

4.3 Required Prospective Customer Information

Each referral must identify the Referee and include, at a minimum:

• Referees full legal name and business title;
• Referees company name;• Referees business telephone number;
• Referees business email address; and
• Referees mailing address or principal place of business (to the extent known).

4.4 Optional Supplemental InformationReferrers are encouraged, but not required, to provide additional context, including:

• Industry or market segment;Estimated number of employees or size;
• General description of anticipated service needs or solutions of interest;

4.5 Acknowledgment and Tracking

Upon submission of a referral via the Referral Portal, the Company will:

1. Issue an electronic acknowledgment to the Referrer at the email address provided; and
2. Assign a unique referral identification number (the Referral ID).

The Referral ID should be retained by the Referrer and used to inquire about referral status and in any subsequent dispute or appeal.

4.6 Accuracy, Authority, and Referrer Warranties

By submitting a referral, the Referrer represents, warrants, and agrees that:

1. All information provided is accurate, true, and complete to the best of the Referrers knowledge and reasonable belief.
2. The Referrer has personal knowledge of the Referee or has a reasonable basis to believe the Referee may legitimately be interested in the Company’s services.
3. The Referrer has not knowingly or recklessly provided false, fraudulent, or misleading information, nor engaged in any deceptive or unfair practice.
4. The Referrer is the original source of the referral information and is not merely forwarding information obtained in violation of another party’s rights or agreements.
5. The Referrer has the right and authority to share the Referees contact information and related details with the Company.
6. To the extent required by applicable law (including privacy and anti-spam laws), the Referrer has obtained or will obtain all necessary consents from the Referee prior to submitting their information.
7. The Referrer will comply with all applicable laws in connection with the referral.
8. The Referrer will indemnify, defend, and hold harmless the Company and its Affiliates from any claims, damages, penalties, costs, or expenses (including reasonable attorneys fees) arising from the Referrers breach of the representations and warranties in this Section; or the Referrers violation of applicable laws in connection with the referral.

The Company may disqualify any referral, deny payment, require repayment of prior incentives, and terminate the Referrers participation in the Program if it determines that the Referrer hasbreached this Section.

4.7 Prospective Customer Consent and Notification

4.7.1 Referrer obligation to notify RefereeThe Referrer should, where practicable, obtain prior express consent (oral, written, or electronic) from the Referee before providing their information to the Company.

4.7. 2 Company notice to RefereeUpon initial contact with the Referee, the Company will:
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• Identify itself and explain that the Referees information was provided by a Referrer; and
• Provide or reference the Company’s then-current Privacy Policy; and
• Offer the Referee an opportunity to opt out of future marketing communications, consistent with applicable law.

5. Referral Incentive and Payment Terms

5.1 Incentive Amount; Sole Compensation; No Ongoing RightsReferrers whose referrals result in a New Customer (as defined in Section 2.5) will be eligible to receive a single Payment per qualifying New Customer.

This Payment:
1. Constitutes the sole, exclusive, and complete compensation for the referral and any associated activities by the Referrer; and
2. Does not entitle the Referrer to:

• Ongoing commissions, revenue-sharing, or residual payments;
• Any ownership or management interest in the customer relationship;
• Any role in negotiating or administering the Service Agreement;
• Any discounts, rebates, or preferential pricing for the Referrer or the Referee; or
• Any employment or agency relationship with the Company.No other compensation, fee, or amount of any kind will be owed to the Referrer in connection with the referred New Customer unless expressly agreed in a separate written agreement signed by an authorized officer of the Company.

5.2 Conditions Precedent to PaymentThe Company’s obligation to issue a Payment for a referral is conditional upon all of the following:

• The Referrer was eligible at both the time of referral submission and the time of payment;
• The Referee meets all criteria to be a New Customer;
• The Referee has executed a Service Agreement with the Company within one hundred eighty (180) days of referral submission;
• The Service Agreement is in full force and effect and has not been cancelled, rescinded, or terminated as of the payment date;

If multiple Referrers submit referrals for the same prospect, the Payment will be awarded, if at all, to the Referrer whose valid referral was first received by the Company, as reflected inCompany records.

5.3 Payment Timeline

Subject to satisfaction of the conditions in Section 5.2, the Company will process the Payment issuance within thirty (30) calendar days after the later of:

• Execution of the qualifying Service Agreement; or
• Receipt of the first payment under the Service Agreement; or
• Resolution of any dispute regarding eligibility in accordance with Section 9.5.4

Tax Reporting and Withholding

• The Referrer is solely responsible for all federal, state, local, and foreign taxes arising from receipt or use of the Payment.
• The Company may require a completed IRS Form W-9 (or foreign equivalent) from any Referrer before issuing any Payment if the aggregate value of incentives may bereportable.
• To the extent required by law, the Company will:
i. Report Payment value as income on Form 1099-MISC or other tax forms; and
ii. Withhold any amounts required by applicable tax law.

• If a Referrer fails to provide required tax information, the Company may:
i. Withhold issuance of the Payment; or
ii. Hold the Payment until tax information is provided; or
iii. Deem the incentive forfeited after reasonable efforts to obtain necessary information.

6. Program Operations and Documentation

The Company will maintain:
• Records of all referrals received, including dates, Referrers, and Referees; Documentation of eligibility determinations;
• Copies of relevant Service Agreements; and
• Records of Payment issuances and any tax reporting.

The Company may conduct internal audits of the Program to:

1. Ensure compliance with this Program and applicable law; and
2. Verify that incentives correspond to legitimate, qualifying referrals.

Referrers may be required to cooperate with reasonable audit or verification requests as a condition of participation.
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7. Data Privacy, Security, and Information Protection

The Company will collect, use, and process personal data received under the Program in accordance with applicable data protection and privacy laws and the Company’s Privacy Policy.

8. Representations, Warranties, and Regulatory Framework

8.1 Representations and Warranties.

The Company represents that: it will operate the Program in good faith and in a commercially reasonable mannerReferrers represent and warrant, in addition to Section 4.6, that:

(i) their participation in the Program does not violate any contract, policy, or duty owed to any third party (for example, an employers conflict-of-interest policy); and
(ii) they will not misrepresent their relationship with the Company or with the Referee.
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The Company does not guarantee that any referral will result in a Service Agreement or New Customer. The Company may decline to pursue or contract with any prospective customer for any reason in its sole discretion. The Program and all related materials are provided as is without any warranty that the Program will be uninterrupted, error-free, or continuously available.

8.2 Regulatory Compliance Framework

The Program is intended to reward legitimate business referrals and is not designed to induce or reward any person:

To violate any duty of loyalty or conflict-of-interest policy; or
• To improperly influence purchasing or contracting decisions, particularly in governmental or healthcare-related contexts.
• Government and regulated customersIf a Referee is a governmental entity or participates in highly regulated programs (for example, certain healthcare programs), the Company may:
• Decline or restrict the referral;
• Modify or withhold the incentive; or
• Require additional representations from the Referrer and/or Referee to ensure compliance with anti-kickback, public procurement, ethics, and gift laws.
• No contingent compensation for inappropriate steering

9. Dispute Resolution

9.1 Right to Appeal Program Determinations

If a Referrer disagrees with a determination regarding referral qualification, eligibility, or payment, the Referrer may appeal in writing.

1. The appeal must be submitted to the Companys Program Administrator or such other designated officer of the Company.
2. The appeal must be received within thirty (30) calendar days of the date the Referrer is notified of the adverse determination.

9.2 Limitation of Actions for Unpaid IncentivesNo action or claim by a Referrer for unpaid incentive compensation under this Program may be initiated more than one (1) year after:
• The date the Referrer was notified that the referral did not qualify; or
• If no such notice is provided, the later of:

i. One (1) year from the referral submission date; or
ii. One (1) year from the date the related Service Agreement was executed.Failure to submit a timely appeal under this Section 9 constitutes a waiver of any claim regarding that referral.

10. Limitation of Liability; Governing Law and Forum

10.1 Limitation of LiabilityTo the maximum extent permitted by law:

1. The Company will not be liable for any indirect, incidental, consequential, special,punitive, or exemplary damages arising out of or in connection with the Program, even if advised of the possibility of such damages.
2. The Companys aggregate liability to any Referrer arising out of or in connection with the Program will not exceed, in the aggregate, the total value of Payments actually issued to that Referrer in the twelve (12) months preceding the event giving rise to the claim.

10.2 Governing Law

This Program and all disputes arising out of or related to the Program will be governed by and construed in accordance with the laws of the State of Ohio, without giving effect to any choice-of-law or conflict-of-laws rules that would require the application of another jurisdictions laws.

10.3 Jurisdiction and Venue

Subject to any binding arbitration or alternative dispute resolution agreement between theReferrer and the Company, any judicial action arising from or related to the Program will be brought exclusively in:

1. The state courts located in Hamilton County, Ohio; or
2. The federal courts of the United States located in the Southern District of Ohio.

The parties consent to the personal jurisdiction and venue of such courts and waive any objection based on forum non conveniens or lack of personal jurisdiction.

11. Program Modification and Termination

11.1 Right to Modify

The Company may amend, modify, or supplement any aspect of the Program, including eligibility criteria, incentive amounts, and procedures, at any time and in its sole discretion.

Modifications will be effective upon posting an updated version of this Program on theCompanys website or providing notice to participants, unless a later effective date is specified.

Continued participation in the Program after the effective date of a modification constitutes acceptance of the modified terms.

11.2 Right to Suspend or TerminateThe Company may suspend or terminate the Program, in whole or in part, at any time and for any reason, without liability, subject to the following:

• Referrals submitted prior to the effective date of termination may still qualify for incentives if:
i. The Referee executes a Service Agreement within one hundred eighty (180) days after the referral submission date; and
ii. All other conditions in this Program are satisfied.
iii. No referrals submitted after the effective date of termination will be accepted for incentive eligibility, unless the Company expressly states otherwise in writing.
• The Company may, but is not required to, provide written notice of suspension or termination to Referrers with pending referrals using the contact information on file.

11.3 No Vested Rights

Participation in the Program does not create any vested right to continued Program availability or to any specific incentive. Except for Payments properly earned prior to modification ortermination (as determined under the then-current Program), the Company has no obligation to pay anticipated, projected, or expected incentives.

12. General Provisions

12.1 Entire Agreement; No Oral Modifications

This Program constitutes the entire agreement between the Company and each Referrer regarding the subject matter of the Program and supersedes any prior or contemporaneous understandings related to the Program, except where expressly stated otherwise in a written agreement signed by an authorized officer of the Company.

No oral statements by any Company employee or representative may modify or supplement this Program.

12.2 Assignment

Referrers may not assign or transfer their rights or obligations under this Program without the prior written consent of the Company. The Company may assign or transfer its rights andobligations under this Program in connection with any merger, acquisition, reorganization, sale of assets, or similar transaction.

12.3 SeverabilityIf any provision of this Program is determined to be invalid, illegal, or unenforceable in any jurisdiction, such provision will be enforced to the maximum extent permissible, and theremaining provisions will remain in full force and effect.

12.4 No WaiverThe failure of the Company to enforce any provision of this Program will not be construed as a waiver of such provision or of the right to enforce it at a later time.

12.5 HeadingsSection and subsection headings are for convenience only and do not affect the interpretation of this Program.
• Master services agreement or other contract between the Company and any customer; or
• Separate referral, reseller, or partnership agreement between the Company and any third party.In the event of a direct conflict between this Program and a signed written agreement between the Company and a Referrer regarding referral compensation, the signed agreement will control as to that Referrer.