8. Prohibited Conduct. Referrer shall not: (a) make false, misleading, or unsubstantiated claims about PX; (b) engage in spam, unsolicited messaging, or any deceptive marketing; (c) self-refer or refer entities Referrer owns or controls; (d) offer cash-back, rebates, or financial incentives to prospective customers to induce sign-up; or (e) bid on PX trademarks or branded keywords in paid advertising.
9. Fraud & Clawback. Company reserves the right to withhold, delay, or recover (claw back) any reward if Company reasonably determines that a referral was fraudulent, manipulated, or obtained in violation of this Agreement. Company's determination is final and binding.
10. No Guarantee. Participation does not guarantee any minimum number of referrals or any minimum reward amount. Company does not warrant that the program will continue indefinitely.
11. Modification & Termination. Company may modify, suspend, or terminate this program at any time, with or without notice. Pending rewards for Qualified Referrals made before termination will still be honored, provided they meet all requirements.
12. Relationship. Referrer is an independent party not an employee, agent, partner, or joint venturer of Company. Referrer has no authority to bind Company or make commitments on its behalf.
13. Limitation of Liability. Company's total liability under this Agreement shall not exceed the amount of referral rewards actually owed. In no event shall Company be liable for indirect, incidental, consequential, or punitive damages.
14. Governing Law. This Agreement is governed by the laws of the State of Delaware. Any dispute shall be resolved exclusively in the state or federal courts located in the State of Delaware.
15. Entire Agreement. This document constitutes the entire agreement between the parties regarding the referral program and supersedes all prior understandings, whether written or oral.