THIS DMR REFERRAL PROGRAM TERMS AND CONDITIONS (the “Terms and Conditions” or "Agreement") sets forth the terms of participation in the Referral Program (“Referral Program”) for Digital Mail Room Services (“DMR”) of Exela Enterprise Solutions, Inc. (together with its affiliated companies - "Exela" or the "Company"). A participant in the Referral Program is hereinafter referred to as "Referrer".

CAREFULLY READ THESE TERMS AND CONDITIONS, WHICH REPRESENT A LEGALLY BINDING AGREEMENT BETWEEN EXELA AND THE REFERRER. THE REFERRER MUST AGREE AND ACCEPT THE TERMS OF THIS AGREEMENT IN ORDER TO BECOME A DMR REFERRER. BY CLICKING "I AGREE" BOX ON THE APPLICATION, THE REFERRER AGREE TO BE A REFERER IN THE PROGRAM AND CERTIFY THAT (A) HAVE READ THIS AGREEMENT AND UNDERSTAND ALL OF ITS CONTENT; AND (B) AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, ALL DOCUMENTS, POLICIES AND PROCEDURES INCORPORATED HEREIN BY REFERENCE AND ANY POSSIBLE FUTURE AMENDMENT THEREOF OR ADDITIONS THERE TO; AND (C) HAVE NO CONFLICT OR OTHER RESTRICTION IN ENTERING OR PERFORMING THIS AGREEMENT OR ANY PART THEREOF, INCLUDING RECEIPT OF ALL THE APPLICABLE APPROVALS REQUIRED UNDER THE APPLICABLE LAW FOR THE PERFORMANCE OF THIS AGREEMENT. VIOLATION OF ANY OF THE TERMS OF THIS AGREEMENT OR ANY OTHER DOCUMENT INCORPORATED INTO THIS AGREEMENT BY REFERENCE WILL RESULT IN THE IMMEDIATE TERMINATION OF THE PARTICIPATION IN THE REFERRAL PROGRAM, WITHOUT ANY NEED TO INFORM IN WRITING, AND FOR FORFEITURE OF ANY OUTSTANDING REFERRER FEE PAYMENTS EARNED DURING THE VIOLATION. REFERRER AGREE TO PARTICIPATE IN THE REFERRAL PROGRAM AT OWN RISK AND EXPENSE.

Thank you for considering the Exela Referral Program. Our referrals are very important to us. Please read thoroughly. If you have any questions, please contact us at dmr.support@exelaonline.com.

Referrer who may wish to terminate this Agreement, please contact dmr.support@exelaonline.com

1. Referral Program

   Referrer can earn rewards (as defined in Section 4) by signing up for Exela’s Referral Program on https://dmr.exelatech.com. Referrer must provide complete, true, and accurate information in the Referrer Application. Exela will evaluate the application in good faith and will notify him/her/it of its acceptance or rejection within approximately two or three (2 or 3) business days. Unless a prospective Referrer received a clear written notice from Exela confirming his/her participation in the Referral Program, it shall not be deemed to be part of the Referral Program. Approved Referrers will receive a unique referral link in an email which they can share with individuals and/or businesses. Referred individuals and/or businesses will use the unique referral link to sign up for Exela’s DMR Portal. Referrers will get rewarded after individuals/businesses they referred have successfully signed up for a paid plan on the DMR Portal.

2. Sharing Referral Links

   Referral’s shall be used only for personal and non-commercial purposes. Referral links should not be published or distributed on commercial websites or on blogs. If Referrer sends, or causes to be sent, any messages or communications by electronic means, including but not limited to email and instant messages ("Emails") in connection, directly or indirectly, with this Agreement and/or the Referrer Program, then Referrer agrees, acknowledges, represents and warrants that all such Emails shall be in full-compliance with all applicable federal and state laws and regulations regarding the use of electronic messages, including without limitation the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 ("CAN-SPAM Act") and the Children’s Online Privacy Protection Act of 1998 ("COPPA") and all other laws in the applicable the Referrer and Referrer Site1 and including, but not limited to, all European laws and Directives and the Federal Trade Commission regulations.

   Referrer agrees to not utilize Spam in promoting DMR services. Exela maintains a ZERO tolerance policy towards the sending of Spam, including, but not limited to, unsolicited commercial Emails. This action may result in the immediate suspension or termination of Referrer account with a cancellation of and possible forfeiture of any pending Rewards. Referrer will also be in violation of this Agreement and subject to legal action and be held liable for any financial loss incurred by Exela. Spam may include, but is not limited to, mass emailing, texting or messaging recipients the Referrer does not know, or using automated systems or bots through any channel to distribute your Referral link.

3. Multiple Referrals

   A Referred business or individual shall only use one Referral link. If a Referred business or individual receives Referral links from multiple Referrers, only the Referrer associated with the Referral link actually used by the Referred individual or business will receive the Reward.

4. Rewards

   For a sale to generate a Reward (“Reward”) to a Referrer, the Referred individual or business must successfully sign up for a paid plan on Exela’s DMR Portal. Rewards will only be provided on sales that are made when the Referred individual and/or business clicks through qualified, correctly structured Referral links. Referrals and Rewards can be viewed on the Referrer Dashboard. There is no limit to the number of Referrals a Referrer can make or Rewards you can earn. One Referral will earn the Referrer one (1) e-gift card described below. Referred businesses or individuals who have signed up using a valid Referral link will not receive any Reward as a part of this program. A Referrer cannot refer him or herself to earn a Reward. Exela reserves the right to refuse to issue or redeem a Reward to Referrers any time.

5. Redeeming a Reward

   A Reward link will be sent to the Referrer only after Exela approves the Reward. Reward links will be sent to the email address linked with the Referrer’s DMR account. Referrers can choose and combine its choice of e-gift cards from a wide variety of top retailers such as Amazon, Starbucks, as well as donate to non-profits.

   Rewards have no cash value and cannot be transferred or exchanged for cash.

6. Obligations and Prohibitions

   6.1. Referrer shall not use, procure, bid on, or otherwise arrange for a Sponsored Link2 which uses or includes any of the Exela’s Marks.

   6.2. Referrer shall not register, procure, or use any internet domain name that includes any of the Exela’s Marks3 or any variations thereof.

   6.3. Referrer shall not post Designated Links4 or other content promoting the Exela Site within any pop-up or pop-under windows.

   6.4. Referrers are permitted to share their unique Referral link to attract more Referrals. Referrers will be approved prior to getting rewarded.

   6.5. The Referrer does not gain any trademark, copyright or any other rights to these materials.

   6.6. The Referrer will never imply that they are acting on behalf of Exela and will never advertise Exela DMR directly.

   6.7. The Referrer will never bid for advertisements that compete with Exela.

   6.8. The Referrer will never represent themselves, Exela, or their relationship with Exela, in a false or misleading way.

   6.9. The Referrer will not engage in the distribution of an unsolicited Spam referencing Exela.

7. Term and Termination

   7.1. The Agreement is effective until terminated pursuant to this Section 7. Either party may terminate this Agreement at any time, with or without cause, by giving the other party a thirty (30) day’s prior written notice of termination.

   7.2. If the Referrer terminates the Agreement, upon termination, no further Rewards from Exela will be offered for any past or future Referral transactions.

   7.3. If Exela chooses to terminate the Agreement, any pending Rewards will be offered to the Referrer within thirty (30) days of termination.

   7.4. In the event of a material breach of this Agreement by Referrer, Exela may, at its sole and absolute discretion, terminate the Agreement immediately, without prior notification, and the Referrer will not be entitled to receive any Reward which accrued prior to such termination.

   Referrer who may wish to terminate this Agreement, please contact dmr.support@exelaonline.com

8. Confidentiality

   8.1. Exela may disclose to Referrer certain information as a result of Referrer’s participation in the Referral Program, which information we consider to be confidential (herein referred to as "Confidential Information"). For purposes of this Agreement, the term "Confidential Information" shall include, but not be limited to ((i) any modifications to the terms and provisions of the Referral Program made specifically for the Referrer and not generally available to other Referrer’s of the Referral Program; (ii) price guidelines, future service releases, trade secrets, know-how, inventions, processes, programs, schematics, data, pricing and discount schedules, customer lists, financial information and sales and marketing plans relating to Exela, Exela’s affiliates, or Exela’s services. Confidential Information shall also include any information that Exela designates as confidential during the term of this Agreement. Confidential Information shall not include information which is: (a) previously known to the other party without obligation of confidence or without breach of this Agreement; (b) which is publicly disclosed (other than by the Referrer) either prior or subsequent to the Referrer’s receipt of such information; or (c) required to be disclosed by the Referrer by law or by the order of a court or similar judicial or administrative body, in such case Referrer will provide Exela reasonable advanced notice so as to permit Exela to avoid or minimize disclosure by protective order or agreement or otherwise.

   8.2. Referrer shall at all times, both during the term of this Agreement and at all times thereafter, keep and hold such Confidential Information in the strictest confidence, and shall not use such Confidential Information for any purpose other than as may be reasonably necessary for the performance of its duties pursuant to this Agreement, without Exela’s prior written consent.

9. Relationship of the Parties

   9.1. Exela and the Referrer are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties.

   9.2. Referrer will have no authority to make or accept any offers or representations on Exela’s behalf. Referrer will not make any statement, whether on its/his Referrer site or otherwise, that reasonably would contradict anything in this Agreement.

10. Disclaimers

    EXELA MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE AGREEMENT, THE REFERRAL PROGRAM AND THE INFORMATION TO BE DELIVERED PURSUANT HERETO, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS, MERCHANTABILITY, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, DEALING, TRADE USAGE OR FITNESS FOR A PARTICULAR PURPOSE.

    EXELA MAKES NO REPRESENTATION AS TO ANY OF THE INFORMATION FOUND ON EXELA’S SITE. THE MATERIALS ON EXELA’S SITE AND FOR THE REFERRER’S SITES ARE PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND. EXELA DOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE INFORMATION, TEXT, GRAPHICS, LINKS, OR OTHER ITEMS CONTAINED ON EXELA’S SITES. ANY OF THE INFORMATION OFFERED ON EXELA’S SITES MAY CHANGE AT ANY TIME WITHOUT NOTICE.

11. Limitations of Liability

    UNDER NO CIRCUMSTANCES SHALL EXELA, ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES OR SUPPLIERS BE HELD LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES AND/OR LOSSES, TO THE REFERRER, AND/OR OTHER THIRD PARTY THAT MAY ARISE DUE TO (I) "DOWNTIME" AND/OR AVAILABILITY OF EXELA’S SITE OR THE REFERRAL PROGRAM, AND ANY LOSSES OF ANY KIND THAT MAY RESULT DUE TO DOWNTIME IN THE REFERRAL PROGRAM AND/OR ANY OTHER THIRD PARTY’S DOWNTIME; (II) ANY TERMINATION OF THIS AGREEMENT; AND (IV) ANY INVESTMENTS, ACTUAL OR PLANNED, BY REFERRER IN CONNECTION WITH ITS PARTICIPATION IN THE REFERRAL PROGRAM.

    NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, EXELA, ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES OR SUPPLIERS WILL NOT BE LIABLE TO REFERRER WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF GOODWILL OR ACTUAL OR ANTICIPATED REVENUE, PROFITS OR LOST BUSINESS), EVEN IF EXELA, ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES OR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY ARISING IN CONNECTION WITH THIS AGREEMENT AND THE REFERRAL PROGRAM WILL NOT EXCEED THE TOTAL VALUE PAID FOR THE E-GIFT CARD OR PAYABLE TO THE REFERRER UNDER THIS AGREEMENT IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE MOST RECENT CLAIM OF LIABILITY OCCURRED.

12. Modifications

    Exela may modify any of the terms and conditions within this Agreement at any time and at its sole discretion. These modifications may include, but are not limited to changes in the scope of available Rewards and Referral Program Terms and Conditions.

13. Governing Law

    This Agreement shall be governed, construed, and enforced in accordance with the laws of the State of New York, without regard to its conflict of laws rules.

14. Arbitration

    All claims and disputes arising under or relating to this Agreement are to be settled by binding arbitration in the New York. An award of arbitration may be confirmed in a court of competent jurisdiction.

1. Referrer site means websites owned, controlled or used by Referrer.
2. "Sponsored Link" means a link (including without limitation, within banners) offered, created, or displayed for a fee (whether on a "cost-per-click" basis, commission, or any other commercial arrangement) by any internet search engine, portal, sponsored advertising service or other search or other referral service or third party websites which uses search terms or keywords to identify, draw attention to, or direct internet traffic to an internet site including, without limitation, the "Google Display Network.
3. Exela marks means, without limitations, Exela’s trademarks, service marks, trade dress, trade names, corporate name, logos and any other distinctive brand features used in or related to Exela’s business
4. "Designated Links" means links to the Exela Site, which are placed on the Referrer’s website pursuant to Exela’s instructions and which properly use a specially tagged URL link containing a Tracking Code, the format of which is provided by Exela.