Boink Technologies, Inc. (hereinafter, “we”, “us” or “SLUSHY”) offers a referral program (the “Referral Program”) by which existing Creators can introduce people who are interested in becoming Creators to SLUSHY and receive referral payments (each, a “Referral Fee”) from SLUSHY which are calculated and limited as described in these Referral Program Terms.

These Referral Program Terms form part of and are supplemental to the Terms of Use for Creators, and apply to anyone who participates in or uses the Referral Program.

1. Definitions:

Defined terms in these Referral Program Terms have the same meanings given to them in the Terms of Use for Creators. In addition, the following terms shall have the meanings prescribed below.

1. “Referral Code” means a Referring Creator’s unique referral code that may be shared with any other User who wishes to become a Referred Creator.
2. "Referring Creator" (also referred to as "you" or "your" in these Referral Program Terms) means the Creator who refers a Referred Creator.
3. "Referred Creator" means the person who upgrades their new or existing Member Account to a Creator Account with a Referral Code.

2. Rules:

1. You must be a Creator in order to participate in the Referral Program. If your Creator Account has been suspended or terminated by us for any reason or deleted by you, you will not be eligible to participate in the Referral Program.
2. In order for a Referred Creator to successfully upgrade a Member Account, they must meet all requirements set forth in the Terms of Use for Creators, including, without limitation, that they must be residents of the United States of America, Canada or the United Kingdom, and they must be at least eighteen (18) years of age. If such Referred Creator does not meet the requirements to be a Creator, then we have the absolute right to reject your referral.
3. You may share your Referral Code with any potential Referred Creator at any time in your sole discretion, provided that you comply with the Platform Rules, including, but not limited to, the terms and conditions of the Referral Program. When sharing a Referral Code, you must not impersonate SLUSHY, hold yourself out as being affiliated with SLUSHY or otherwise give the impression that the Referral Code is being shared or promoted directly by SLUSHY. You may not use Google Ads or any similar advertising platform or search engine advertising service to share or promote the Referral Code. Upon our request, you will be required to disclose all methods by which you have shared the Referral Code.
4. You may not sell your Referral Code(s) and any such sale will be considered a violation of these Referral Program Terms.
5. In order for you to be credited with a referral, a Referred Creator must redeem your Referral Code. If someone upgrades their Member Account by any means other than by using your Referral Code, such Referred Creator’s Creator Account will not be linked to you and you will not receive any referral payment with respect to that referred Creator Account.
6. [A Referred Creator will have seven (7) days from the date on which the Referred Creator initially redeems a Referral Code shared with them on the Platform (the “Referred Creator Registration Period”) to complete the Creator Verification Process (as defined in the Terms of Use for Creators) and finish setting up their Creator Account. You may retract a Referral Code shared with a Referred Creator at any time within the Referred Creator Registration Period in order to recoup the Referral Code to be shared with someone else.]
7. If the Referred Creator is currently or has previously been a Creator on SLUSHY (whether under the same name or another name) you will not be eligible for a Referral Fee.
8. If the Referred Creator sets up more than one Creator Account, we will make Referral Fee payments to you on the earnings made by the Referred Creator from their first Creator Account only. We will not pay any Referral Fee payments to you on any further Creator Accounts set up by the Referred Creator.
9. We will not pay any Referral Fee payments to you on any referral of a Referred Creator which we determine in good faith is owned or operated by you, or is a party to any commercial relationship with you. As set forth in Section 4(b), you will be required to provide any and all information requested by us in order to enable us to determine whether the Referred Creator is owned or operated by you or if there is a commercial relationship between you and the Referred Creator.
10. You agree that when promoting SLUSHY in any way as a Referring Creator:
    • You will not give a false impression of SLUSHY or the services, programs, and Content made available through SLUSHY;
    • You will not make false statements regarding SLUSHY and will not promote SLUSHY as a platform that promotes and facilitates human trafficking, sex trafficking, child exploitation or physical abuse;
    • You will not attract Referred Creators to SLUSHY by soliciting or promoting adult content that is illegal;
    • You will not make any statements which suggest to a potential Referred Creator that the potential Referred Creator will make a particular sum of money (or any money) from their use of SLUSHY, or any statements regarding the likely number of followers or views that the Referred Creator will potentially garner on SLUSHY;
    • You are not, as a part of this Referral Program, permitted to (i) bid on, purchase or otherwise register/use "SLUSHY," "Slushy.com," or any other similar spelling, or use same in connection with the words "Official," "Officially" or "Official Site" as keywords or advertising words on any internet search engines, including without limitation, google.com, bing.com, ask.com, yahoo.com, etc.; (ii) use the Platform name in association with any similar or competing website or service; or (iii) register any domain name which incorporates or is a misspelling (whether intentional or inadvertent) or variation of "Slushy." You agree that in the event you violate any part of this section of these Referral Program Terms, your account will be immediately terminated, any monies earned but not yet paid will be forfeited, and that you will cooperate fully in transferring any items forbidden by this section to SLUSHY as the rightful owner. Subject to the foregoing limitations and pursuant to the license granted herein, eligible Creators will be permitted to use any website domain name they choose in connection with promoting SLUSHY, so long as such website domain name(s) registered does not infringe on our or any third party's intellectual property rights, or defame, insult or otherwise harass anyone, and does not promote or suggest any illegal activity;
    • You will not promote SLUSHY through any website or publication that contains adult content, including any website that hosts material, including audio or video material, which is pornographic or which contains nudity, explicit sexual material or depictions of sexual acts;
    • You will comply with all applicable laws in your jurisdiction and those jurisdictions in which you are providing marketing activity. Compliance includes without limitation, your adherence to all email marketing, consumer protection and data privacy laws applicable to your activities;
    • You have reported and will report in the future the receipt of all payments made to you in connection with your use of SLUSHY to the relevant tax authority in your jurisdiction, as required by law;
    • You are an independent contractor of SLUSHY, and these Referral Program Terms shall not be construed to create any association, partnership, joint venture, employee, or agency relationship between you and SLUSHY for any purpose. You have no authority (and shall not hold itself out as having authority) to bind SLUSHY and you shall not make any agreements or representations on SLUSHY’s behalf; and
    • You will indemnify us for all claims, losses and liabilities relating to or arising out of your violation of this Section 2(h).

3. Referral Fee Payments:

1. Calculation of Payments:
   • Once a Referred Creator has become a verified Creator in accordance with the rules of the Referral Program described herein, we will pay you a Referral Fee equal to five percent (5%) of the total Adjusted Net Receipts generated by that Referred Creator in the twelve (12) months after the date on which the Referred Creator becomes a registered Creator of SLUSHY (the “Initial Referral Period”), not to exceed $50,000 for the Initial Referral Period. Thereafter, and in perpetuity, unless and until the Referred Creator’s Creator Account is terminated or deleted, we will pay you a Referral Fee equal to one percent (1%) of the annual Adjusted Net Receipts generated by that Referred Creator, not to exceed $10,000 per year. For more information regarding how we calculate the Adjusted Net Receipts and SLUSHY Platform Fees, please refer to the Terms of Use for Creators.
   • Example: If a Referred Creator generates Adjusted Net Receipts with a total value of $1 million or more in the twelve (12) months after the date on which such Referred Creator upgraded their account using your Referral Code, then your Referral Fee in relation to such Referred Creator shall be capped at $50,000 in total. However, if the Referred Creator generates Adjusted Net Receipts with a total value of $100,000 in the twelve (12) months after the date on which such Referred Creator becomes a registered Creator of SLUSHY, then your Referral Fee shall equal $5,000.