This Agreement governs the "Referral" program (the "Program") offered by Comparables Oy (collectively, "Comparables", “Comparables.ai” "we" or "us"). Participation in the Program in any way, whether as a referring or referred person, and/or as a recipient of any Gucci loafers or other awards awarded under the Program ("Participants" or "you"), constitutes acceptance of this Agreement. All references to euro amounts are in Euros ("EUR").
1. Introduction. Under the Program, existing registered users ("Referring Clients") may invite other potential new clients ("Referred Clients") to subscribe to Comparables.ai premium license (valued at minimum 2,400 EUR/year). Subject to the terms and conditions described below, the Referring Client will receive an award in the form of Gucci Jordaan leather loafers or another equivalent award as decided solely by Comparables.ai with maximum price of 790 EUR (the "Award"). The terms of this Award are described on Comparables.ai's website and may be amended at Comparables.ai's sole discretion.
2. Changes to Terms of the Program. Comparables.ai may change the terms of the Program in its sole discretion, including for legal or commercial reasons. The current terms of the Program are specified on the Comparables.ai public website and such terms may be modified at any time.
3. Exclusions. The following exclusions apply to Participants in the Program and may be modified at any time in Comparables.ai's sole discretion.
Comparables.ai reserves the right to close the Program to new Participants at any time.
Accounts established in order to improperly exploit, abuse or undermine the Program (as solely determined by Comparables.ai) are not eligible to receive Awards.
4. Referred Client Eligibility. Subject to the exclusions noted above, and as amended from time to time by Comparables.ai, Referred Clients are eligible if: (i) they were not a Comparables.ai registered user prior to the date of receipt of the referral invitation from a Referring Client; (ii) following receipt of that referral invitation, they register for (using the instructions provided in the referral invitation) and are approved to maintain a new Comparables.ai account, subject to Comparables.ai's eligibility requirements and other terms and conditions, including, but not limited to, execution of the applicable Customer Agreement(s); and (iii) on the date the Referred Client purchases premium, the Referring Client's account remains open.
Eligibility to register a Comparables.ai premium account is determined at the sole discretion of Comparables.ai, in accordance with all applicable requirements, terms, policies and procedures, which may vary over time and jurisdiction, and may be revised at any time without notice.
5. Referring Client Eligibility. Referring Clients are prohibited from having any involvement with Comparables.ai client accounts beyond the initial referral.
By participating in the Program, the Referring Client acknowledges and agrees that this offer may not be combined with any other offer and:
6. Transfer / Sale Restriction on Awards. Awards awarded to the Referring Client may not be sold, exchanged, transferred, assigned or otherwise disposed of in any manner (including through the use of any derivative instrument) for one year from the award date (the "Anniversary Date", and collectively, the "Transfer Restriction"). Any attempt to transfer, sell, exchange, assign or dispose of Awards in violation of the Transfer Restriction is void and Referring Client authorizes Comparables.ai to reject any such attempt. Referring Client agrees to own the Awards either until returned or through the Anniversary Date of each Award awarded. For the avoidance of doubt, prior to the Anniversary Date of any award, any attempt to sell Awards or to transfer Awards to another is a violation of the Transfer Restriction and will not by processed by Comparables.ai. **Note, however, that Comparables.ai is authorized to use Awards to satisfy obligations you owe to Comparables.ai in any Comparables.ai account at any time, including the liquidation of such awards in accordance with the terms of the applicable Comparables.ai Agreement or Terms of Service.**
7. Similarly, Awards may not be used to satisfy any obligations prior to the Anniversary Date. If, prior to the Anniversary Date, either the Referring Client's or Referred Client’s account is closed for any reason or no longer in good standing, any Awards to the Referring Client's account are forfeited and Comparables.ai can reclaim these Awards for no additional consideration. Notwithstanding any other Paragraph of this Agreement, if Referred Client or Referring Client dies prior to the Anniversary Date of any Award, and after receipt of such documentation as Comparables.ai may require, Comparables.ai may waive the Transfer Restriction and transfer the Awards to Referring Client's heirs.
8. Responsibility for Taxes. Participants are responsible for all tax payment and reporting obligations that arise as a result of participating in the Program, including any Awards received, the grant or ownership of the Awards, the subsequent sale or other disposition of any Awards (whether before or after any amounts paid with respect to the Awards) ("Tax-Related Items"). Comparables.ai is not liable or responsible for any taxes with regard to the Tax-Related Items. However, Comparables.ai reserves the right to withhold or report on any Tax-Related Items to the extent required by law. In this regard, Referring Client authorizes Comparables.ai, in its sole discretion, to satisfy any withholding obligations in connection with any Tax-Related Items , including but not limited to retaining Awards. Comparables.ai may refuse to permit any sale or transfer of Awards if Referring Client fails to comply with its obligations in connection with the Tax-Related Items as described in this Section.
For Referring Client accounts owned by U.S. tax residents, Comparables.aishall treat the fair market value of the Awards on the date the TransferRestrictions lapse as ordinary taxable income to Referring Client. Comparables.aimay issue IRS Form 1099-MISC to Referring Client reporting such income.
9. Electronic Delivery and Acceptance. Participants consent to receive all records and documentation related to the Program by electronic means as provided in the Comparables.ai general Terms and Conditions found here (https://www.comparables.ai/terms-conditions)and this Comparables' "Referral" Program Terms And Conditions as amended or updated from time to time.
10. Data Privacy. You acknowledge and consent to the collection, use, processing and transfer of personal data as described in Comparables.ai Privacy Statement, which can be found here (https://www.comparables.ai/privacy-policy),and the general Terms and Conditions associated with your Comparables.ai account found here (https://www.comparables.ai/terms-conditions)as amended or updated from time to time.
11. Overriding Restriction. If we determine that any of these terms or conditions of this Agreement were not satisfied at any time (including after sending Awards), then we may reclaim any Awards, or Referring Client shall be obligated to pay Comparables.ai immediately upon demand therefor, an amount equal to the fair market value (determined at the time) of such Awards, without reduction for any amount applied to satisfy any withholding tax or other obligations in respect of such Awards.
12. Other Restrictions. Comparables.ai may amend or terminate this Agreement with or without prior notice to you as it deems necessary, desirable or appropriate.
13. Entire Agreement. Your rights hereunder are subject to the terms of this Agreement. You agree to be bound by the terms of this Agreement, and acknowledge having read and understood this Agreement. This Agreement constitutes the entire agreement and supersedes all prior understandings and agreements, written or oral, of the parties hereto with respect to the subject matter hereof. No waiver shall operate as or be construed to be a subsequent waiver of the same provision or a waiver of any other provision hereof.
14. Section Headings. The section headings of this Agreement are for convenience of reference only and shall not be deemed to alter or affect any provision hereof.
15. Customer Agreement. The terms and conditions of any customer agreement as amended or updated from time to time associated with a Referring, Referred or other Comparables.ai Account apply to the fullest extent possible to the extent not inconsistent with this Agreement.
16. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of Finland without regard to conflict o flaw principles thereunder. In all judicial actions, arbitrations or dispute resolution methods, Participants waive any right to punitive damages.
17. Mandatory Arbitration; Waiver of Jury Trial. The dispute resolution procedures of the customer agreement associated with your Comparables.ai account as amended or updated from time to time apply mutatis mutandis to this Agreement. This means any dispute, controversy or claim between you and us, arising out of or relating to or concerning this Agreement, shall be finally settled through mandatory arbitration and Program participants waive any right to a jury trial. By electronically indicated acceptance of this Agreement, or by participating in the Program, you acknowledge this Agreement contains (by incorporation) a pre-dispute arbitration clause and that they have received, read and understood the terms thereof.
18. Severability. The provisions of this Agreement are severable and if anyone or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.
19. Imposition of Other Requirements; Regulatory Requirements. We may require you to provide such other assurances and representations to us as we may deem necessary or desirable to assure compliance with all applicable legal and accounting requirements. We may take such additional actions as are necessary to comply with any legal requirement and you agree to cooperate with the same. Neither receipt of Awards nor any communications related to the Program constitutes a solicitation of Awards or a recommendation to buy, sell, or hold Awards.