Mobius Connect Referral Program Terms

These Mobius Connect Referral Program Terms (these “Terms”) govern participation in the Mobius Connect referral program (the “Program”) operated by Mobius Materials, Inc., a Delaware corporation having its principal place of business at 1717 East Cary Street, Richmond, Virginia 23223 (“Mobius”). By submitting a referral through any Mobius referral form, link, or other Mobius-provided channel, the company on whose behalf the referral is submitted (“Participant”) accepts and agrees to these Terms as in effect on the date of submission, and the individual submitting the referral represents that he or she is authorized to do so on Participant’s behalf. These Terms are incorporated into and form part of the Mobius User Agreement and other Mobius terms governing Participant’s account; in the event of a conflict concerning the Program, these Terms control.

1. Eligibility. The Program is open to companies that hold an active Mobius account in good standing. Mobius and its affiliates, employees, and contractors, and any company that Mobius has suspended or removed from the Program, are not eligible to participate. Rewards are issued only to a company account. Mobius does not issue Rewards, cash, or anything of value to any individual person. Mobius may determine eligibility in its sole discretion and may decline any referral for any reason.

2. Submitting a Referral. Participant may introduce prospective buyers, sellers, or other counterparties to Mobius (each, a “Referral”) by submitting the referred company’s complete and accurate information through a Mobius referral channel. Participant represents that it has a bona fide business relationship with the referred company and is permitted to share that information with Mobius. Participant may forward referral links, materials, or content provided by Mobius, and shall not make any representation, warranty, promise, or commitment on behalf of Mobius. Participant has no authority to bind Mobius, to quote prices or terms, to participate in negotiations, or to agree to any transaction.

3. Mobius Discretion. Mobius has sole discretion and responsibility for determining whether to accept, pursue, reject, negotiate, approve, consummate, perform, or terminate any transaction or proposed transaction with any referred company, including all pricing, terms, diligence, compliance review, account approval, fulfillment, payment, and collections. Nothing in these Terms obligates Mobius to approve any account, accept any order, or consummate any transaction.

4. Qualifying Referrals. A Referral qualifies for a Referrer Reward only if all of the following are met:
(a) neither the referred company nor any of its affiliates (meaning any entity that controls, is controlled by, or is under common control with it) was, before the Referral, an existing or former Mobius customer or account holder, or in an active sales process with Mobius, and the referred company is not Participant or an affiliate of Participant, in each case as shown in Mobius’s records, which control;
(b) Mobius accepts the referred company as an eligible referred account;
(c) the referred company completes its first transaction through Mobius within six (6) months after the date the Referral is submitted (the “Attribution Window”);
(d) Mobius actually receives unconditional payment in full (after applying any Welcome Credit) for that transaction from the buyer in that transaction (whether or not the referred company is the buyer), and the transaction is not refunded, reversed, cancelled, charged back, written off, or otherwise uncollected; and
(e) the first transaction value, determined under Section 5, is at least one thousand dollars ($1,000).

If the same company is referred more than once, whether by one Participant or several, only the first complete Referral of that company received by Mobius, as shown in Mobius’s records, is eligible for a Referrer Reward. A later Referral of the same company does not qualify and does not affect the earlier Referral.

5. Rewards. Mobius offers two kinds of platform credit under the Program (together, the “Rewards”):
(a) Welcome Credit. When Mobius accepts a referred company that is not excluded under Section 4(a) as an eligible referred account, Mobius will issue to the referred company platform credit of two hundred fifty dollars ($250) (the “Welcome Credit”). The Welcome Credit is applied against amounts payable to Mobius on the referred company’s first transaction through Mobius, provided that transaction is completed within the Attribution Window; any portion not used on that transaction is forfeited and does not carry forward. The Welcome Credit does not depend on the value of that transaction or on whether any Referrer Reward becomes payable. It is issued subject to these Terms and to the Mobius User Agreement and other Mobius terms governing the referred company’s account, and the referred company’s use of the Welcome Credit constitutes its acceptance of Sections 5 through 8 as they apply to the Welcome Credit. Mobius may condition application of the Welcome Credit on the referred company’s express acceptance of these Terms.
(b) Referrer Reward. For each qualifying Referral, Mobius will issue to Participant platform credit based on the value of the referred company’s first transaction, as follows (the “Referrer Reward”):

First transaction value is measured by the purchase order value where the referred company is a seller, and by the sales order value where the referred company is a buyer, in each case excluding taxes, duties, shipping, handling, insurance, payment processing charges, credits, discounts, rebates, returns, refunds, cancellations, chargebacks, and any other amounts not actually collected by or through Mobius, but without deduction for the Welcome Credit. One Referrer Reward is issued per qualifying Referral, and Mobius’s determination of first transaction value is final.

6. Form of Reward; No Cash. All Rewards are issued as Mobius platform credit applicable to transactions on the Mobius platform. Platform credit is a promotional incentive issued without payment or other consideration from the recipient; it is not a gift certificate, stored value, deposit, or account balance owed by Mobius, and it is redeemable only through future transactions on the Mobius platform. Credit is applied against amounts otherwise payable to Mobius on a transaction, may not exceed the amount payable on that transaction, and no unused portion is paid out. Mobius’s fees and take rate on a transaction are calculated on the full transaction value before any credit is applied; credit reduces only the amount Mobius collects. Rewards have no cash value, are not redeemable for cash, and will not be paid in cash under any circumstance. Where Participant is a seller, Participant may elect, before settlement of the applicable sale, to receive the Referrer Reward as a reduction to Mobius’s take rate on Participant’s next sale in an amount equal to the Referrer Reward (not to exceed Mobius’s fees on that sale; any excess remains platform credit), in lieu of platform credit.

7. Issuance, Expiration, and Reversal. A Referrer Reward is issued within thirty (30) days after Mobius receives unconditional payment in full for the qualifying transaction. Platform credit issued as a Referrer Reward expires twelve (12) months after the date of issuance and is void thereafter; the Welcome Credit is available only as provided in Section 5(a). Credit is non-transferable, may be used only through the account to which it was issued, is forfeited if that account is closed, and may not be sold, assigned, or combined across accounts. If a transaction giving rise to a Referrer Reward is later refunded, reversed, cancelled, charged back, written off, or otherwise not collected, Mobius may reverse the corresponding credit or offset it against any credit balance or future Reward. If the transaction on which the Welcome Credit was applied is later refunded, reversed, cancelled, charged back, written off, or otherwise not collected in full, the Welcome Credit is reversed: it is not refunded, reinstated, or reissued; any refund to the referred company is limited to amounts it actually paid; and Mobius may recover the amount of the Welcome Credit by offset against any amount Mobius owes or later owes the referred company, or by invoice payable within thirty (30) days. Mobius may also withhold, reduce, or reverse any Reward, and may remove Participant from the Program, if Mobius reasonably determines that a Referral involved fraud, self-referral, circumvention, or other abuse of the Program, or that Participant has breached these Terms or the Mobius User Agreement.

8. Taxes. Participant is solely responsible for any taxes arising from its participation in the Program or its receipt or use of any Reward, and the referred company is solely responsible for any taxes arising from its receipt or use of the Welcome Credit.

9. No Agency. Participant is an independent party. These Terms do not create any partnership, joint venture, employment, agency, franchise, fiduciary, or sales representative relationship between Participant and Mobius.

10. Confidentiality and Publicity. Participant shall keep confidential any non-public information of Mobius disclosed in connection with the Program, including pricing, prospect information, referral information, and transaction information. Participant shall not issue any press release or public statement concerning the Program, Mobius, or any referred company without Mobius’s prior written approval.

11. Compliance. Participant represents that its participation complies with all applicable laws and with any policies of its own organization, and that it will not make any false, misleading, or unauthorized statement about Mobius or the Mobius platform.

12. Changes and Termination. Mobius may modify, suspend, or terminate the Program or these Terms at any time, effective upon posting of the updated Terms (as identified by the “Last updated” date above) or other notice to Participant. A change or termination applies only to Referrals submitted on or after its effective date. A Referral submitted before that date remains subject to the version of these Terms in effect when it was submitted, including the conditions in Sections 4 and 5, the Attribution Window, and Section 7, and any Reward payable under that version will be honored.

13. Governing Law. These Terms and all matters arising out of or relating to them are governed by the laws of the Commonwealth of Virginia, without regard to its conflict of laws provisions. Any legal suit, action, or proceeding must be instituted in the state courts located in the City of Richmond, Virginia, or the United States District Court for the Eastern District of Virginia, Richmond Division, and Participant irrevocably submits to the exclusive jurisdiction of such courts. EACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY.

14. Miscellaneous. If any provision of these Terms is invalid or unenforceable, the remaining provisions remain in effect. Mobius’s failure to enforce any provision is not a waiver of it. Participant may not assign its rights under the Program; Mobius may assign these Terms without restriction. Mobius’s total liability arising out of or relating to the Program shall not exceed the value of the Rewards issuable under Section 5 for the Referral at issue, and in no event shall Mobius be liable for any indirect, incidental, consequential, special, or punitive damages or lost profits in connection with the Program. These Terms, together with the Mobius User Agreement and other Mobius terms governing Participant’s account, constitute the entire understanding between Mobius and Participant with respect to the Program.