Ragusto Referral Program Terms

1. Program Purpose and Relationship to the Client Service Terms

The Referral Program allows eligible Ragusto customers to receive a Referral Credit after making a Successful Referral. Participation is voluntary.

These Referral Program Terms supplement the Website and Application Services Agreement, also described as the Client Service Terms. The Client Service Terms continue to govern the Customer's Website Subscription, Application, and other Services. These Referral Program Terms govern only referral eligibility, attribution, and credits.

If there is a direct conflict concerning a Referral Credit, these Referral Program Terms control only to the extent necessary to administer that Referral Credit. The Referral Program does not otherwise amend ownership, subscription length, cancellation, application scope, domain rights, data responsibilities, or other unrelated terms.

2. Acceptance

A Customer accepts these Referral Program Terms by submitting or communicating a referral after receiving or accessing the Referral Program Terms link; asking Ragusto to record or evaluate a referral under the program; accepting or using a Referral Credit; or using another referral-submission process Ragusto may provide.

Ragusto may retain records of the applicable Referral Program Terms version, the referring Customer, the referred prospect, the referral date, relevant communications, qualification and activation dates, the credit amount, and the invoice to which the credit was applied.

Participation in the Referral Program does not require the Customer to reaccept the entire Client Service Terms.

3. Eligible Referring Customers

An "Eligible Referrer" is a Customer that has an active recurring Website Subscription or recurring Application service; has an upcoming eligible base monthly recurring charge against which a Referral Credit can be applied; and is current on undisputed amounts and not suspended for overdue payment or material breach when the credit is applied.

An otherwise eligible Customer may participate during the Initial Term of an active Website Subscription, during the month-to-month renewal period following the Initial Term, or during the active term or renewal period of an eligible recurring Application subscription. Moving from the Initial Term into month-to-month renewal does not end referral eligibility. A credit applied during month-to-month renewal is applied to the next eligible renewal invoice. It does not create, restart, or extend an Initial Term or impose a new minimum commitment. The Customer must still satisfy the other eligibility requirements when the credit is applied, including having an active eligible recurring Service, an upcoming eligible invoice, and being current on undisputed amounts.

A person with only a completed one-time purchase and no active recurring Service does not have an eligible monthly invoice to credit. Ragusto may separately offer a different written reward to such a customer, but no cash or alternative reward is automatically owed.

Employees, contractors, or agents of Ragusto are not eligible unless Ragusto expressly approves otherwise in writing.

4. Qualifying Referrals

A "Qualifying Referral" is a referral of a bona fide new Website or Application prospect that is identified to Ragusto before the prospect completes the applicable purchase or activation; is not already a Ragusto customer; is not already recorded in Ragusto's CRM or sales pipeline as an active prospect; is not already in an active sales discussion with Ragusto; was not previously referred by another person; is not the referring Customer itself, an attempt at self-referral, or merely another account used to circumvent the program; and has a genuine potential need for a Ragusto Website or Application service.

Ragusto may require enough information to identify and contact the prospect and verify the referral. Referrals should be made through a direct introduction or with the prospect's permission.

The referrer must not submit fabricated or misleading prospect information; represent that it is employed by, partnered with, or authorized to bind Ragusto; make promises about Ragusto's pricing, scope, timing, or results unless Ragusto has authorized those statements; use unlawful, deceptive, or abusive marketing practices; send spam or make unauthorized communications on Ragusto's behalf; or share personal contact information without appropriate permission or lawful authority.

5. Duplicate and Pre-Existing Referrals

A prospect can produce only one referral reward. The first eligible referral that Ragusto can reasonably verify and document receives attribution. Later duplicate referrals do not receive additional credits.

Ragusto's existing CRM, communication, and sales records may be used to determine whether the prospect was already known or previously referred.

Each distinct referred customer can generate no more than one Referral Credit under this Referral Program, regardless of how many Services that referred customer purchases. The referred customer's first qualifying Website, Application, or eligible Application engagement may establish the Successful Referral. If that same referred customer purchases both a Website and an Application, the referrer receives only one Referral Credit. If the referred customer later purchases another Website, Application, subscription, add-on, upgrade, expansion, redesign, domain service, or other Service, no additional Referral Credit is earned. Renewals, additional locations, additional projects, added functionality, subscription upgrades, and later purchases by the same referred customer do not create new referrals. The rule applies regardless of whether the additional purchase occurs immediately or months or years later. The reward is based on successfully referring one new customer, not on the number of products or Services that customer eventually purchases.

Ragusto may establish a genuinely separate future promotion in writing, but that promotion would be outside this Referral Program and does not create an automatic entitlement under these Referral Program Terms.

6. Successful Referral

A "Successful Referral" is a Qualifying Referral where the referred prospect becomes a genuine new Ragusto customer; the referred customer accepts the applicable Client Service Terms and Product Description; the referred customer provides all required payment authorization; a qualifying Website Subscription or Application service activates, or an eligible paid one-time Application engagement begins; any Project Reservation Payment, initial subscription payment, build fee, or other amount required at that stage has successfully cleared; the payment has not been duplicated, unauthorized, refunded, reversed, or charged back; and the transaction is not fraudulent, artificial, or structured primarily to generate a referral reward.

A Project Reservation Payment by itself does not complete a Successful Referral if the referred customer withdraws before the qualifying Website Subscription or Application activates. Later purchases by that referred customer do not create additional referral rewards under this Referral Program.

Once Ragusto can verify that all Successful Referral conditions have been met, the Referral Credit becomes earned and is assigned immediately to the next eligible invoice. There is no additional waiting period after that verification.

If the qualifying transaction is later refunded, reversed, declared unauthorized, or charged back, Ragusto may cancel the credit if it has not yet been applied. If the credit has already been applied, Ragusto may add an equivalent adjustment to a future invoice after providing a written explanation. Ragusto will not recover more than the actual credit that became unsupported.

7. Referral Reward

For each Successful Referral, Ragusto provides one Referral Credit equal to one base monthly recurring charge for one eligible recurring Service of the referring Customer. The advertised reward is one free base subscription month, not necessarily the Customer's entire invoice.

The credit applies to the base recurring Website Subscription fee or base recurring Application fee selected for the program. It does not automatically cover one-time fees, Build and Launch Fees, Project Reservation Payments, domain fees, add-ons, usage charges, third-party charges, data overages, migration work, overdue amounts, collection costs, interest, or separately purchased Services. It covers applicable taxes only to the extent the billing platform and applicable tax law reduce taxes as a result of the credited base fee.

A Referral Credit cannot cause an invoice to have a negative balance. It has no cash value, is not refundable, is not transferable, cannot be assigned to another customer, cannot be exchanged for another service, and cannot be applied retroactively to an invoice that has already been paid or entered active payment processing.

If the referring Customer has both an active Website Subscription and an active recurring Application subscription, or otherwise has more than one eligible recurring Service, Ragusto has discretion to determine which eligible base recurring Service receives each Referral Credit. Ragusto may apply the credit to either the referring Customer's Website Subscription or recurring Application subscription and is not required to apply the credit to the same type of Service purchased by the referred customer. For example, if the referred customer purchases an Application, Ragusto may still apply the referring Customer's credit to the referring Customer's Website Subscription, and vice versa. The value of the credit is one base monthly recurring charge for the eligible Service Ragusto selects. The credit does not automatically cover the referring Customer's most expensive subscription, entire combined invoice, add-ons, usage charges, domains, one-time charges, taxes beyond the platform's treatment, or every active Service. Ragusto should record or communicate which Service received the credit and must exercise this administrative discretion honestly and consistently with these Referral Program Terms. No more than one Referral Credit may be applied to one invoice or monthly service period.

8. Immediate Automatic Application

Once a referral becomes a Successful Referral and Ragusto verifies it, the Referral Credit is immediately committed to the referring Customer's next eligible monthly invoice that has not already been paid or entered active payment processing. The Customer cannot choose to save, defer, postpone, redirect, or bank the credit for a preferred later date.

If the immediately upcoming invoice has already been finalized in a manner that cannot reasonably be adjusted, is already processing, or has already been paid, the credit applies to the next eligible unprocessed monthly invoice. An invoice already receiving a complete 100% base-fee discount, including the first-month Project Reservation Payment discount, is not an eligible invoice. The credit applies to the next invoice carrying a positive eligible base recurring charge.

The credit must be applied automatically at the earliest technically and contractually eligible opportunity. The credit cannot be held as a general cash-equivalent customer balance and cannot be used against past-due amounts.

If the Customer cancels or the applicable recurring Service ends before the credit can be applied, the unapplied credit expires and no cash payment, refund, or substitute benefit is owed.

9. Multiple Successful Referrals

Each Successful Referral of a distinct qualifying new customer earns one free base subscription month. Separate Successful Referrals involving different qualifying new customers can each generate a credit. No more than one Referral Credit may be applied to a single monthly service period or invoice.

If more than one referral of distinct new customers becomes successful before the next eligible invoice, each earned credit is automatically assigned in chronological order to the earliest successive eligible monthly invoices. A valid additional referral of a different qualifying new customer is not forfeited merely because another credit is already assigned to the next invoice.

The Customer cannot choose different application dates, combine multiple credits into cash, a refund, a negative invoice, or an oversized single-invoice credit, or voluntarily save, redirect, or defer credits. The administrative sequencing of multiple automatically earned credits does not create a cash balance or a Customer-controlled right to bank or defer credits.

Each automatically assigned credit remains conditional on the referring Customer maintaining the eligible recurring Service through the invoice to which that credit is assigned. If the recurring Service ends before a scheduled credit can be applied, the unapplied credit expires.

10. Effect on the Initial Term and Minimum Committed Fees

A valid Referral Credit satisfies the credited portion of the applicable monthly base recurring charge. The Customer is not in payment default for the amount validly covered by the credit. The credited monthly service period remains an active service period and counts toward the Website Subscription's 12-month Initial Term.

The credit does not pause, restart, or extend the Initial Term and does not create an additional free service period after the Initial Term. A Referral Credit applied after the Initial Term applies to the next eligible month-to-month invoice and does not create, restart, or extend an Initial Term or impose a new minimum commitment. The credit is an authorized promotional adjustment granted by Ragusto.

The Initial Term and Minimum Committed Fees remain calculated before referral credits, but the Customer is not personally required to pay the portion Ragusto validly satisfies through a Referral Credit. All uncredited fees and charges remain payable.

11. Administration and Verification

Ragusto may verify whether a prospect was genuinely referred; review CRM, payment, communication, and activation records; request reasonable supporting information; resolve duplicate attribution based on reasonably available records; refuse referrals involving fraud, abuse, misrepresentation, self-referral, artificial transactions, or attempts to circumvent the rules; correct administrative or billing errors; and suspend evaluation while relevant payments or chargebacks are unresolved.

Ragusto will administer valid referrals reasonably and in good faith. Ragusto will not deny an otherwise valid referral without a reasonable program-related basis.

12. Program Changes and Termination

Ragusto may modify, suspend, or discontinue the Referral Program prospectively; change the reward offered for future referrals; introduce reasonable eligibility or administration changes; and publish a new version of the Referral Program Terms with a new effective date. The Referral Program is not guaranteed to remain available indefinitely.

A change does not retroactively remove a Referral Credit already earned through a Successful Referral. A referral already properly submitted will be assessed under the Referral Program Terms in effect when that referral was submitted, unless the change is reasonably necessary to address fraud, abuse, security, legal requirements, or an obvious administrative error.

Continuing to submit new referrals after updated terms become effective constitutes acceptance of the updated terms for those new referrals.

13. Privacy and Communications

Referral information may be used to verify the referral, contact the prospect, provide information about Ragusto's Services, administer the program, prevent abuse, and maintain business records.

Ragusto's Privacy Policy continues to apply. The referrer must not provide sensitive personal information and should obtain permission before sharing non-public personal contact details.

A referral does not guarantee that Ragusto may send unlimited commercial emails or text messages to the prospect. Ragusto and the referrer remain responsible for their respective compliance with applicable privacy, marketing, and anti-spam requirements.

14. No Agency, Employment, or Cash Commission

Participation does not make the Customer an employee, contractor, agent, broker, franchisee, partner, or legal representative of Ragusto. It does not authorize the Customer to negotiate, quote binding prices, enter contracts, or make guarantees on Ragusto's behalf.

The program provides only the stated service credit. It does not create a cash commission, wage, ownership interest, or continuing revenue share.

15. Suspension, Cancellation, and Expiration

A credit cannot be applied while the receiving Service is terminated or lacks an upcoming eligible invoice. A validly pending credit may be temporarily withheld while an account is suspended for overdue payment, fraud, abuse, or material breach. A credit does not erase unrelated overdue amounts or cure a separate breach.

If the eligible recurring Service is cancelled or terminated before the credit's assigned invoice, the credit expires without cash value. An already applied valid credit is not clawed back solely because the Customer later cancels, unless the underlying referral payment was refunded, reversed, unauthorized, fraudulent, or charged back.

16. Disclaimer and Limitation of Liability

The disclaimers and liability limitations in the Client Service Terms apply to administration of the Referral Program to the maximum extent permitted by law.

Ragusto does not guarantee that a referred prospect will become a customer. Ragusto is not required to accept every prospect or engagement and retains reasonable discretion over whether a proposed engagement fits its Services.

No credit is earned merely because Ragusto contacts, meets with, prepares a preview for, or sends a proposal to a prospect. The referral must satisfy the complete Successful Referral definition.

17. Governing Law, Notices, and General Terms

These Referral Program Terms are governed by the laws of Ontario and the federal laws of Canada applicable in Ontario, without regard to conflict-of-law rules.

The parties will first attempt in good faith to resolve a dispute through direct discussion. If not resolved, the parties submit to the exclusive jurisdiction of the courts of Ontario sitting in the judicial region in which Ragusto principally carries on business, unless the parties agree in writing to mediation or another process.

Notices to Ragusto may be sent to jacob@ragusto.com. Email notice is considered received on the next business day after sending unless the sender receives a delivery-failure notice.

If a provision is unenforceable, it will be modified to the minimum extent necessary or severed, and the remaining provisions continue. Failure to enforce a provision is not a waiver. Headings are for convenience only. Electronic acceptance is effective. Provisions concerning fraud, payment adjustments, privacy, liability, and disputes survive termination of program participation.