CompanyCam, Inc. – Closers Program Terms and Conditions
Updated as of January 10, 2023
These Terms and Conditions (“Terms”) and the Referral Program (as defined below) are effective as of January 10, 2023 (the “Effective Date”).
The CompanyCam 2022 Referral Program (“Referral Program”) allows current CampanyCam customers (as defined below) (“Referrers” or “you”) to earn rewards for finding potential customers for CompanyCam Products and Services, subject to these Terms;
1.1 “CompanyCam Products and Services” means the products and services offered by CompanyCam, including, but not limited to those described on the CompanyCam site.
1.2 “CompanyCam Site” means www.companycam.com or any subdomain or other site controlled by CompanyCam where it offers the CompanyCam Products and Services, and all successors to such sites.
1.3 “Confidential Information” means any non-public information that relates to the actual or anticipated business, research, or development of CompanyCam and any proprietary information, trade secrets, and know-how of each Party that is disclosed to the other Party, directly or indirectly, in writing, orally, or by inspection or observation of tangible items. Confidential Information includes, but is not limited to, research, product plans, products, services, customer lists, development plans, inventions, processes, formulas, technology, designs, drawings, marketing, finances, and other business information. Confidential Information shall include the Terms. Confidential Information disclosed by each Party is the sole property of the disclosing Party.
1.4 “License” means a software-as-a-service seat license fee paid to CompanyCam for the use of the CompanyCam software-as-a-service-system purchased and actually paid for by a Referred Customer.
1.5 “Referral Rewards” mean an electronic Visa gift card (or similar) in the following amounts depending on the number of Total Paid Users referred:
- 1+ Total Paid Users: $100
- 5+ Total Paid Users: $250
- 10+ Total Paid Users: $500
- 20+ Total Paid Users: $1000
- 100+ Total Paid Users: $2500
1.6 “Referred Customer” means a customer that was brought to CompanyCam’s through the Referral Program and was sold one (1) or more CompanyCam Products and Services, and that, in CompanyCam’s sole judgment, satisfies the following conditions:
a) The customer must have been submitted into the Referral Program by submission through the Referral Program website or by other means identified there;
b) The customer cannot be an existing customer or a previous customer of CompanyCam;
c) The customer cannot be in the Sales Process at the time of the referral or during the prior thirty (30) days;
d) The customer must not have been previously submitted to the Referral Program by you or another party while the Referral Program is in effect;
e) The customer must not have been submitted in connection with any other discount or incentive program operated by CompanyCam;
f) The customer must purchase one (1) or more CompanyCam Products and Services within thirty (30) days of attending the demo that was booked as a result of the formal referral submission and the customer must have paid for two months of CompanyCam Products or Services (defined as either an annual subscription payment or two (2) monthly subscription payments), and
g) The customer cannot be a “self-referral” which is defined as a referral from the Referrer’s own business and/or an affiliate and/or the Referrer is an employee of the referred business.
1.7 “Sales Process” means any and all processes and interactions by which CompanyCam engages a potential customer with the intention to sell CompanyCam Products and Services.
1.8 “Total Paid Users” means the total number of individual subscriptions for CompanyCam Products and Services (each a “Paid User”) paid for by a Referred Customer during the applicable measurement period, as determined by CompanyCam in its sole discretion.
2. OBLIGATIONS; EXCEPTIONS AND EXCLUSIONS
2.1 Referral Program Obligations. Neither party has any obligation to perform in the Referral Program. CompanyCam reserves the right to refuse to sell CompanyCam Products and Services to any person for any reason. In addition, CompanyCam in its sole discretion may cease selling CompanyCam Products and Services at any time to any customer including those referred by the Referrer for any reason in accordance with CompanyCam’s agreements with those customers.
2.2 Program Administration. CompanyCam reserves the right to administer and operate the Referral Program in its sole discretion and to its best judgment to carry out the purpose and intention of the Referral Program. This includes the right to exclude (1) any Referrer from participation in the Referral Program and (2) any Referred Customer of a Referrer from being included in a calculation of the number of Referred Customers from a Referrer. No “gaming” or manipulation of the Program is allowed.
2.3 Referral Rewards. Referral Rewards are earned based on the number of Total Paid Users of any Referred Customer, measured as of the second payment date paid by the Referred Customer in the case of monthly subscriptions, or 30 days after the payment of any annual subscriptions.
2.4 Payment of Rewards. Referral Rewards will be delivered to the email associated with their CompanyCam account of the applicable Referrer no later than thirty-one (31) days following the end of the calendar month in which they are awarded.
2.5 Billings and Payments. CompanyCam will be responsible for billing customers for the use of CompanyCam Products and Services, collecting payments and calculating amounts payable with respect to the Referral Program. CompanyCam will not be required to provide any information to the Referred Customer to support of any such calculation.
3. REPRESENTATIONS AND WARRANTIES. By participating in the Referral Program, you represent and warrant that: (a) you have the full right, power, and authority to do so and to enter into these Terms and to perform your obligations hereunder; (b) your participation in the Referral Program does not and will not conflict with or result in a breach (including with the passage of time) of any other agreement to which you are a party, and © these Terms constitute a valid and binding agreement and are enforceable against you (except as may be limited by public policy or creditors’ rights generally).
4. INDEMNIFICATION. You will indemnify, defend, and hold harmless CompanyCam and its directors, officers, and employees from and against all taxes, losses, damages, liabilities, costs, and expenses, including attorneys’ fees and other legal expenses, arising directly or indirectly from or in connection with: (a) any failure by you to participate in the Referral Program in accordance with all applicable laws, rules, and regulations, (b) any violation or claimed violation of a third party’s rights resulting in whole or in part from CompanyCam’s use of your work product under these Terms; or © from your failure to be classified as an independent contractor with respect to the Referral Program.
5. DISCLAIMER OF WARRANTIES. COMPANYCAM MAKES NO REPRESENTATIONS OR WARRANTIES TO REFERRER WITH RESPECT TO THE COMPANYCAM PRODUCTS AND SERVICES, INCLUDING ANY WARRANTY OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.
6. LIMITATION OF LIABILITY. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, WHETHER UNDER TORT, CONTRACT, OR ANY OTHER THEORY, EVEN IF SUCH PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS DESCRIBED HEREIN, IN NO EVENT SHALL EITHER PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS AND THE REFERRAL PROGRAM EXCEED THE AGGREGATE OF THE AMOUNTS PAID OR PAYABLE BY EITHER PARTY TO THE OTHER UNDER THESE TERMS IN THE TWELVE (12) MONTHS PRIOR TO ANY SUCH CLAIM OF LIABILITY.
7. TERM AND TERMINATION
7.1 Term. These Terms and the Referral Program shall commence on the Effective Date and shall continue through March 31, 2023.
7.2 Termination. Without prejudice to any other right or remedy available at law or in equity in respect of any event described below, the Referral Program may be terminated by CompanyCam at any time and without penalty. Such a termination will not relieve CompanyCam of liability for payment of referral rewards payable prior to termination.
8. COMPLIANCE WITH FTC ENDORSEMENT GUIDELINES. As a participant in the CompanyCam referral programs, in the event you post or share information about CompanyCam or such programs via social media, you must disclose your material connection to CompanyCam and follow the Federal Trade Commission’s Guides Concerning the Use of Endorsements and Testimonials in Advertising. The following hashtags should be used in all social media posts: #companycamclosers #cocamclosers
9. DISPUTE RESOLUTION
9.1 Remedies. The Parties may apply to the federal and state courts located in Lancaster County, Nebraska, which shall be the exclusive jurisdiction for any disputes, for such relief, as necessary, without breach of these Terms.
10.1 Nonassignment and No Subcontractors. Neither these Terms nor any rights under these Terms may be assigned or otherwise transferred by you, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of CompanyCam. Subject to the foregoing, these Terms will be binding upon and will inure to the benefit of the parties and their respective successors and assigns. Any assignment in violation of the foregoing will be null and void.
10.2 Waiver. Any waiver of the provisions of these Terms by CompanyCam or of CompanyCam’s rights or remedies under these Terms must be in writing to be effective.
10.3 Severability. If any term, condition, or provision in these Terms is found to be invalid, unlawful, or unenforceable to any extent, the parties will endeavor in good faith to agree to amendments that will preserve, as far as possible, the intentions expressed in this Agreement.
10.4 Governing Law. This Program and the rights and obligations of CompanyCam and participants will be governed by and controlled by the laws of the State of Nebraska, applicable to contracts made and performed therein without reference to the applicable choice of law provisions. All actions, proceedings or litigation relating hereto will be instituted and prosecuted solely within the State of Nebraska, Lancaster County. Participants agree that: (i) any and all disputes, claims and causes of action arising out of or connected with this Program shall be resolved individually, without resort to any form of class action; (ii) any and all claims, judgments and awards shall be limited to actual out-of-pocket costs incurred, including costs associated with entering this Program, but in no event attorneys’ fees; and (iii) under no circumstances will Participant be permitted to obtain awards for, and Participant hereby waives all rights to claim punitive, incidental and consequential damages and any other damages, other than for actual out-of-pocket expenses, and any and all rights to have damages multiplied or otherwise increased.
10.5 Headings. Headings are used in these Terms for reference only and will not be considered when interpreting these Terms.
10.6 Notices. All notices, approvals, consents, waivers, and other communications under these Terms must be in writing and will be deemed to have been given when (a) in the case of CompanyCam, when received, if sent by a nationally recognized overnight delivery service or U.S. mail to CompanyCam, Inc., 300 Canopy St, Suite 200 Lincoln, NE 68508; or (b) in the case of Referrer, when sent by email to the email addresses provided with submission of the Referred Customer to which the communication relates or to such other email addresses as a party may designate by notice to the other party from time to time.
10.7 Independent Contractors. The relationship between the parties is that of independent contractors. Nothing in this Agreement shall be deemed to create an employment, partnership, joint venture or agency relationship between the parties.
10.8 Entire Agreement. These Terms represent the complete agreement of the parties, supersedes all prior discussions, communications and agreements between the parties with respect to the subject matter hereof.
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