This agreement (the "Agreement") is between you (the "Designer") and us ("Programa"). It outlines the terms of your participation in our Designer Referral Program (the "Referral Program"). By participating in the Referral Program, you agree to these terms and conditions.
We may update these terms from time to time or replace them entirely if the Referral Program changes or becomes part of an existing program. We will notify you of any updates or replacements through electronic means, such as email or in-app notifications. If you do not agree to the updates or replacements, you may terminate this Agreement as described below.
Definitions
"Programa" refers to the company offering the Referral Program.
"Designer" refers to an individual or business participating in the Referral Program.
"Referral" means a new customer who signs up for a paid Programa subscription after being referred by a Designer using the unique referral link or discount code provided.
"Referral Link" refers to the unique tracking link provided to the Designer to share with potential customers.
"Discount Code" refers to the unique code provided to the Designer to share with potential customers, offering them a discount on their Programa subscription.
"Referral Program" refers to the program offered by Programa to reward Designers for referring new customers.
"Referral reward" refers to the rewards given to Designers for successful referrals, as outlined in this Agreement.
Participation and Eligibility
By participating in the Referral Program, you agree to share your Referral Link and/or Discount Code with potential customers. Referrals are tracked through the use of your Referral Link and/or Discount Code. You are eligible to receive Referral Rewards for each successful Referral, provided that you remain in compliance with this Agreement.
Rewards
As a Designer, you will receive a $100 voucher for the first successful Referral who signs up for a paid Programa subscription, and a $50 voucher for each subsequent successful Referral. These rewards are subject to approval and an up to 30-day waiting period; if referred accounts are cancelled in this time, the Reward will be considered void. These vouchers can be used across a selection of hundreds of retailers of your choice. Referred customers will receive a 25% discount on their Programa subscription for the first three months using your unique Discount Code.
Referral Tracking and Payment
Programa will track successful Referrals through the use of your Referral Link and/or Discount Code. You will receive your Referral Reward via vouchers delivered by Prezzee at the end of each calendar month. You are responsible for any taxes and fees (including bank fees) associated with the receipt of your Referral Reward.
Termination
Either party may terminate this Agreement at any time, with or without cause, by giving the other party notice of termination. Upon termination, you will no longer be eligible to participate in the Referral Program or receive Referral Rewards.
Intellectual Property
You may use Programa's trademarks, service marks, and logos ("Programa Marks") in connection with the Referral Program and this Agreement, provided that you follow our usage guidelines and do not use Programa Marks in a misleading, disparaging, or otherwise inappropriate manner.
Programa does not make any claim over your trademarks or intellectual property, aside from comments and suggestions relating to Programa, its software, and the program to be used to improve service delivery.
General
This Agreement is governed by the laws of the jurisdiction in which Programa is located, Victoria, Australia. Any disputes arising from this Agreement will be resolved in the courts of that jurisdiction.
By participating in the Referral Program, you represent and warrant that you have the legal authority to enter into this Agreement and that your participation does not violate any applicable laws or regulations.
Proprietary Rights
Ownership and Intellectual Property.
This Agreement does not grant any licenses to any software. Intellectual property laws protect the Designer Referral Program Products and are the Program Provider's or its licensors' property. The Program Provider retains all ownership rights in the Program Products. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the Program Content or the Program Products, in whole or in part, except as expressly authorized in writing by the Program Provider. To use Program Content, you must comply with the Content Usage Guidelines provided.
Feedback, Reviews and Suggestions.
Customers, affiliates, and partners are encouraged to comment on Program Products, provide suggestions for improvement. By participating, you agree that all comments, reviews and suggestions will be non-confidential and that the Program Provider owns all rights to use and incorporate them into the Program, Programa's Products or marketing material without payment to you.
Customer's Proprietary Rights.
The Customer will own and retain all rights to the Customer Data.
Confidentiality
Definition. "Confidential Information" means all confidential information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, designated as confidential, and any customer or prospect information. Confidential Information does not include information that is or becomes publicly known without breach of any obligation owed to the Disclosing Party or was known to the Receiving Party before its disclosure without breach of any obligation owed to the Disclosing Party.
Protection of Confidential Information. The Receiving Party shall protect the Disclosing Party's Confidential Information using the same degree of care as it uses for its own confidential information, but no less than reasonable care. The Receiving Party shall not use the Disclosing Party's Confidential Information for any purpose outside the scope of this Agreement, disclose it to any third party, or grant access to it except to employees, contractors, and agents. The Receiving Party may disclose Confidential Information if required by law, regulation, subpoena, or legal process.
Opt-Out and Unsubscribing
You will promptly comply with all opt-out, unsubscribe, "do not call," and "do not send" requests received from contacts you refer.
Term and Termination
Term.
This Agreement applies as long as you participate in the Designer Referral Program until terminated.
Termination Without Cause.
Both parties may terminate this Agreement at any time.
Termination for Cause.
The Program Provider may terminate this Agreement at any time for any reason.
Effects of Termination.
Termination or expiration of this Agreement will affect Referral Reward payments and Affiliate Leads, as set forth in the Agreement.
Representations and Warranties
By participating in the Designer Referral Program, you represent and warrant that: (i) you will comply with all applicable trade and regulatory requirements in your location related to your participation in the Program (e.g., clearly identifying yourself as a Designer Referral Program participant on relevant websites); (ii) you will not purchase ads directing to your site(s) or through a referral link that could be deemed as competing with our advertising, including, but not limited to, our branded keywords; (iii) you will not engage in cookie stuffing, pop-ups, or false/misleading links; (iv) you will not attempt to conceal the referring URL information; (v) you will not use your referral link to purchase products for yourself; and (vi) you will not utilize any mechanisms to deliver leads other than through an intended consumer, such as sourcing leads through personal data compilations, using fake redirects or automation tools/devices (including but not limited to robots, iframes, or hidden frames), or offering incentives to encourage purchases or signups.
Indemnification: You agree to indemnify, defend, and hold us harmless, at your expense, against any third-party claims, suits, actions, or proceedings (each, an "Action") brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party unaffiliated with us, arising from or related to: (a) your participation in the Designer Referral Program; (b) our use of the prospect data you provided; (c) your noncompliance with or breach of this Agreement; (d) your use of the Referral Tool; or (e) our use of the referral-related marks. We will notify you in writing within thirty (30) days of becoming aware of any such claim, give you sole control over the defense or settlement of the claim, and provide you (at your expense) with any and all information and assistance reasonably requested to handle the defense or settlement. You shall not accept any settlement imposing obligations on us, requiring us to make an admission, or imposing liability not covered by these indemnifications, or placing restrictions on us without our prior written consent.
Disclaimers; Limitations of Liability
Disclaimer of Warranties: We, our affiliates, and agents make no representations or warranties regarding the suitability, reliability, availability, timeliness, security, or accuracy of our products, content, the designer referral program, or the referral tool for any purpose. APIs and the referral tool may not always be available. To the extent permitted by law, our products and referral tool are provided "as is" without warranty or condition of any kind. We disclaim all warranties and conditions, implied or otherwise, including merchantability, fitness for a particular purpose, title, and non-infringement.
No Indirect Damages:To the extent permitted by law, neither party shall be liable for any indirect, punitive, or consequential damages, including lost profits or business opportunities.
Limitation of Liability: If, notwithstanding the other terms of this agreement, we are determined to have any liability to you or any third party, both parties agree that our aggregate liability shall be limited to the total commission amounts you actually earned for the related customer transactions.
No Waiver: We may update or change any part of this Agreement, including replacing it entirely. If we update or change this Agreement, the updated Agreement will be made available to you via the Referral Tool and/or by email. The updated Agreement will become effective and binding on the next business day after we or the Referral Tool have notified you. If you do not agree to the update, change, or replacement, you may terminate as described above. No delay in exercising any right or remedy, or failure to object, shall be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion shall not be a waiver of any right or remedy on any future occasion.
Applicable Law: This Agreement shall be governed by the laws of the Commonwealth of Massachusetts, without regard to its conflict of laws provisions. The exclusive venue and jurisdiction for any disputes arising from or relating to this Agreement shall be the state and federal courts in Boston, Massachusetts.
Force Majeure: Neither party will be responsible for failure or delay of performance caused by acts of war, hostility, sabotage, acts of God, electrical/internet/telecommunication outages not caused by the obligated party, government restrictions, or other events outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effects of a force majeure event.
Actions Permitted: Except for actions related to nonpayment or breach of proprietary rights, no action arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.
Relationship of the Parties: Both parties agree that no joint venture, partnership, employment, or agency relationship exists between them as a result of this Agreement.
Compliance with Applicable Laws: You shall comply with all applicable foreign and domestic laws, governmental regulations, ordinances, and judicial administrative orders. You shall not engage in deceptive, misleading, illegal, or unethical marketing activities, or activities detrimental to us, our customers, or the public. Export laws and regulations of the United States and any other relevant local export laws and regulations may apply to our products. You will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the US Department of the Treasury. You will not directly or indirectly export, re-export, or transfer our products to prohibited countries or individuals or permit the use of our products by prohibited countries or individuals.
Severability: If any part of this Agreement is determined to be invalid or unenforceable by applicable law, the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of this Agreement will continue in effect.
Notices: Notices will be sent to the contact addresses provided herein and will be deemed delivered as of the date of actual receipt. We may give electronic notices specific to you by email to your email address(es) on record in our account information for you.
Entire Agreement: This Agreement constitutes the entire agreement between the parties for the Designer Referral Program and supersedes all other proposals and agreements, whether electronic, oral, or written, between the parties. We object to and reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance, or website. Our obligations are not contingent on the delivery of any future functionality or features of our products, nor are they dependent on any oral or written public comments made by us regarding future functionality or features of our products. It is the express wish of both parties that this Agreement and all related documents be drawn up in English. We might make versions of this Agreement available in languages other than English; if we do, the English version of this Agreement will govern our relationship, and the translated version is provided for convenience only and will not be interpreted to modify the English version of this Agreement.
Assignment: You will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of its assets, change of control, or operation of law, without our prior written consent. We may assign this Agreement to any affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control, or operation of law.
No Third Party Beneficiaries: Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity (other than the parties hereto) any right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
Program Policies Page: We may change the Program Policies from time to time. Your participation in the Designer Referral Program is subject to the Program Policies, which are incorporated herein by reference.
No Licenses: We grant to you only the rights and licenses expressly stated in this Agreement, and you receive no other rights or licenses with respect to us, our products, our trademarks, or any other property or right of ours.
Sales by Us: This Agreement shall in no way limit our right to sell our products, directly or indirectly, to any current or prospective customers.
Authority: Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.
Survival: The following sections shall survive the expiration or termination of this Agreement: 'Commission and Payment,' 'Proprietary Rights,' 'Confidentiality,' 'Effects of Termination/Expiration,' 'Indemnification,' 'Disclaimers; Limitation of Liability,' 'Non-Solicitation,' and 'General.'