This Referral Partner Agreement (“Agreement”) is entered into by Devenue Inc. d/b/a Reo.dev, a Delaware corporation with registered office at 838 Walker Rd., Suite 21-2, Dover, Delaware 19904, County of Kent, USA (“Reo.dev”), and the individual or entity submitting a referral (“Partner”).

By submitting a referral through the official Reo.dev Referral Form, Partner acknowledges and agrees to these Terms & Conditions. The act of referral itself constitutes acceptance; no additional signature is required.

1. Referral Partner Relationship

1.1 Identification of Prospect
Partner will use commercially reasonable efforts to identify companies that may benefit from Reo.dev’s services (“Prospect”).

1.2 Qualified Referral
A Prospect becomes a Qualified Referral if all of the following are true:

Partner submits the referral via the official Reo.dev Referral Form.
The referred contact is a full-time Sales or Marketing employee of a DevTool company with more than 30 employees.
The Prospect is new to Reo.dev (not a current customer, not already in discussions, and not previously referred).
The Prospect books and completes a meeting (Step-1) and/or subscribes to an annual plan within 180 days of referral (Step-2).

1.3 Approval
Reo.dev may reject a referral if:

The Prospect is an existing customer or opportunity,
The Prospect was previously submitted by another Referrer,
Approval would cause duplicate obligations, or
Reo.dev determines it is adverse to its business interests.

1.4 Referral Management
Once a referral is approved, Reo.dev has sole discretion over all contact, sales, and negotiations with the Prospect.

2. Rewards & Compensation

2.1 Rewards

Step-1 Meeting Reward: When the referred company books and completes a meeting, Partner may choose:
- Amazon Gift Card (US$100), or
- 500 Platform Credits.
Step-2 Subscription Reward: When the referred company subscribes to any annual plan within 180 days, Partner may choose:
- Amazon Gift Card (US$1,000), or
- 5,000 Platform Credits.

If the company first starts with a free trial or monthly plan, the reward is granted only upon upgrade to an annual plan within 180 days.
If the annual plan has an exit clause, the reward is issued only once the clause has lapsed and the agreement is firm.

2.2 One Reward per Company
Multiple contacts from the same company may be referred, but only the first valid referral (based on timestamp) will qualify for rewards.

2.3 Follow-ups & Non-Response
Reo.dev will send follow-ups for two (2) weeks. If no response, Partner may submit another contact at the same company.

2.4 Exclusions

Rewards apply only to new annual subscriptions within 180 days.
No rewards for renewals, add-ons, services, or expired referrals.
Step-1 rewards are void if a meeting is canceled or not attended.

3. Reward Delivery & Taxes

3.1 Delivery Timelines

Platform Credits: Issued within 30 business days after confirmation. Credits expire 90 days after issuance.
Amazon Gift Cards: Delivered electronically:
- Step-1: within 30 days of completed meeting,
- Step-2: within 60 days of successful subscription.

3.2 Taxes
All rewards may be subject to tax reporting. Partner is solely responsible for any applicable taxes. If required, Reo.dev may withhold or report taxes.

4. Partner Obligations

Partner agrees to:

Submit true and accurate referral information,
Refrain from self-referrals, fraudulent, or misleading activity,
Comply with all applicable laws, including U.S. FCPA and U.K. Bribery Act,
Conduct business in a manner favorable to Reo.dev’s goodwill and reputation,
Use Reo.dev trademarks only as authorized.

5. Confidentiality

“Confidential Information” means any non-public information disclosed by either party. Confidential Information may only be used for performance of this Agreement and must be safeguarded with reasonable care. Exceptions include information that is public, previously known, independently developed, or rightfully received without restriction.

6. Term & Termination

6.1 Term
This Agreement begins on referral submission and continues until terminated.

6.2 Termination
Either party may terminate with 30 days’ written notice. Either may terminate immediately for uncured material breach (10 days to cure) or insolvency.

6.3 Effects
Termination ends all referral rights, but accrued obligations (including earned but unpaid rewards) survive. Confidentiality, Indemnification, and Limitation of Liability survive termination.

7. Indemnification

Each party will indemnify and defend the other against third-party claims alleging infringement or misappropriation of IP caused by its products/services, subject to prompt notice, control of defense, and reasonable assistance.

8. Limitation of Liability

8.1 Exclusion of Damages
Except for Confidentiality (Section 5) and Indemnification (Section 7), neither party is liable for indirect, incidental, special, or consequential damages.

8.2 Liability Cap
Liability is capped at the greater of US$1,000 or the total rewards paid/payable under this Agreement, except for gross negligence, willful misconduct, or owed sums.

9. General Provisions

Independent Contractors: No partnership, agency, or joint venture is created.
Assignment: No assignment without consent, except in a merger or sale of business.
Governing Law: Delaware law governs. Courts of Delaware have exclusive jurisdiction.
Severability: Invalid provisions do not affect the rest.
Entire Agreement: This is the full agreement; no side agreements apply.
Waiver: Must be in writing; not a continuing waiver.
Export & Compliance: Partner is not on any U.S. denied-party list and will not violate U.S. export laws.
Force Majeure: No liability for events beyond reasonable control (other than payment obligations).
Notices: Notices to Reo.dev must be sent to dataprivacy@reo.dev or Devenue Inc., 838 Walker Rd., Suite 21-2, Dover, DE 19904, Attn: Legal.
Non-Exclusive: This Program is non-exclusive; both parties may work with others.
Change of Terms: Reo.dev may modify these Terms with 30 days’ prior notice or by posting updates at https://www.reo.dev/referral-tnc. Continued participation indicates acceptance.

Exhibit A — Reward Summary

Step-1 Meeting: Amazon Gift Card (US$100) or 500 Platform Credits
Step-2 Annual Subscription: Amazon Gift Card (US$1,000) or 5,000 Platform Credits
Credits expire in 90 days
Step-1 issued within 30 days of completed meeting
Step-2 issued within 60 days of annual subscription
Rewards void if meeting canceled/no-show
One reward per company (first valid referral wins)
No cap on number of referrals

Reo.dev Referral Program - Terms & Conditions