Union Metrics Software, Inc. (“Union Metrics” or “us” or “our”) offers an arrangement as described by these Referral Program terms and conditions (the “Agreement”). By agreeing to the arrangement described herein (the “Referral Program” or the “Program”) you are agreeing to be bound by these terms as from time to time modified by Union Metrics. Violation of any of the terms below will result in the forfeiture of any outstanding referral rewards or credits obtained by you. You agree to participate in the Referral Program at your own risk.
Referral Program Requirements
To participate in the Program, you must qualify as follows:
- You must be an individual who is 18 years or older.
- You must be a have an active paid Union Metrics subscription in good standing.
- You may not use the Referral Program for any illegal or unauthorized purpose.
- You must not, in the use of the service or participation in the Program, violate any laws, rules or regulations of any applicable jurisdiction, including copyright laws.
You will be assigned a unique code and URL (each a “Code”). You are permitted to provide your Code to your friends and colleagues including in your emails or in other communications.
Your Codes will only be valid while you are a Union Metrics customer with an active paid subscription. Once your Union Metrics subscription expires, either as a result of cancellation or failure to remit subscription payments, you will no longer be eligible to participate in the Program and all Codes will become invalid for new customers’ use.
You will earn referral rewards only with respect to the creation of a Union Metrics account occurring directly through your Codes, or when a user properly applies your Code when creating their Union Metrics account by entering it when prompted. We will not be liable to you with respect to any failure by you or someone you refer to use your Code or incorrectly apply your Code, including to the extent that such failure may result in any reduction of rewards that would otherwise be earned by you pursuant to this Agreement.
In order to be eligible to earn a referral reward, a party creating a new account must be a new customer who has not previously been a Union Metrics customer, as determined by Union Metrics (“New Customer”) and the New Customer must apply your Code during their account creation process. They may manually enter your Code, or your Code may be recorded using web technologies such as cookies. If for any reason your Code is not properly applied during their account creation process you will not earn a referral reward. Your Code must be properly applied during their account creation process for you to earn a referral reward.
Referral Rewards are earned once the customer has completed the account creation process, including paying the subscription fee. If the customer issues a chargeback or receives a refund on the subscription associated with a referral transaction within 90 days of that transaction, you will not receive a referral reward and if you have already received the credited referral reward, Union Metrics may charge the referral reward amount back to you the following month.
We will only issue referral rewards on Codes that are automatically tracked and reported by our systems, or when a customer successfully applies your Code during their account creation process. We will not issue referral rewards if someone says they signed up or someone says they entered a referral code if it was not properly processed by our system.
We are obligated by U.S. federal law to obtain tax information from Program participants who are U.S. citizens or U.S. residents and from Program participants who are not U.S. citizens or residents but whose businesses are taxable in the U.S. If we believe you are a Program participant from whom we are obligated to obtain tax information and you do not provide this information to us after we have requested it, we may withhold your referral rewards until you provide this information or otherwise satisfy us that you are not a person from whom we are required to obtain tax information.
We reserve the right to disqualify referral rewards that we, in our sole discretion, determine to have been earned through fraudulent, illegal, or overly aggressive, questionable sales or marketing methods.
Credit of Referral Awards to Your Account
Referral Rewards are accrued solely to the benefit of accounts, not individual users. Any accrued rewards such as credits or Tracker slots will be forfeited upon expiration of an account due to cancellation or failure to remit payment for renewal. Referral rewards are only paid through credits to your account, no cash payments will be made under any circumstances.
Schedule of Account Accreditation
Referral rewards are posted after the qualifying account creation occurs.
Customers who buy products through this Program will be deemed to be Union Metrics’ customers. Accordingly, all of Union Metrics’ rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers. Union Metrics may change its policies and operating procedures at any time. Product availability and pricing may vary from time to time. Union Metrics will use commercially reasonable efforts to present accurate information, but Union Metrics cannot guarantee the availability or price of any particular product or service.
You may not in any manner misrepresent the relationship between Union Metrics and you or express or imply any relationship between Union Metrics and you or any other person or entity except as expressly permitted by this Agreement.
Compliance with Laws
As a condition to your participation in the Program, you agree that while you are a Program participant you will comply with all laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions or other requirements of any governmental authority that has jurisdiction over you, whether those laws, etc. are now in effect or later come into effect during the time you are a Program participant. Without limiting the foregoing obligation, you agree that as a condition of your participation in the Program you will comply with all applicable laws (federal, state or otherwise) that govern marketing email, including without limitation, all applicable anti-spam laws.
Term of the Agreement and Program
The term of this Agreement will begin upon receipt of your Code and will end when terminated by either party. Either you or Union Metrics may terminate this Agreement at any time, with or without cause, by giving written notice of termination. Such notice by Union Metrics may be by email to your email address associated with your Union Metrics subscription. Upon the termination of this Agreement for any reason, you will immediately cease use of all Codes, and all of our trademarks, trade dress, and logos, and all other materials provided by or on behalf of Union Metrics to you pursuant hereto or in connection with the Program. Union Metrics reserves the right to end the Program at any time.
Union Metrics, in its sole discretion, has the right to suspend or terminate your participation in the Program, for any reason at any time. Such termination of the Program or your participation in the Program will result in the forfeiture and relinquishment of all your referral rewards if Union Metrics determines, in Union Metrics’ sole discretion, they were obtained through fraudulent, illegal, or overly aggressive, questionable sales or marketing methods. Union Metrics reserves the right to refuse service to anyone for any reason at any time.
Relationship of Parties
The Referral Program creates solely an independent contractor relationship. Nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement that reasonably would contradict anything in this Section.
Limitations of Liability
THE AGGREGATE LIABILITY OF UNION METRICS, ITS SUBSIDIARIES, LICENSOR(S), AND SUPPLIER(S) TO YOU, INCLUDING LIABILITY TO ANY PERSON OR PERSONS WHOSE CLAIM OR CLAIMS ARE BASED ON OR DERIVED FROM A RIGHT OR RIGHTS CLAIMED BY YOU, UNDER THIS AGREEMENT, OR ARISING OUT OF OR IN CONNECTION WITH THE PROGRAM, SHALL NOT EXCEED THE TOTAL REFERRAL REWARDS GRANTED TO YOU AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. IN NO EVENT SHALL UNION METRICS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND AND HOWEVER CAUSED, INCLUDING BUT NOT LIMITED TO BUSINESS INTERRUPTION OR LOSS OF PROFITS, BUSINESS OPPORTUNITIES, OR GOOD WILL EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGE, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.
THE MATERIALS PROVIDED AS PART OF THE PROGRAM ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. UNION METRICS MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE PROGRAM OR ANY PRODUCTS SOLD THROUGH THE PROGRAM (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS, MERCHANTABILITY, NONINFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE). IN ADDITION, UNION METRICS MAKES NO REPRESENTATION THAT THE OPERATION OF THE UNION METRICS SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, AND UNION METRICS WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT UNION METRICS MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
You agree to defend, indemnify, and hold harmless Union Metrics and its officers, directors, sublicensees, employees and agents, from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees and costs, alleging or resulting from (i) breach of this Agreement; or (ii) your misrepresentation of Union Metrics products or services.
Any dispute relating in any way to this Agreement (including any actual or alleged breach hereof), any transactions or activities under this Agreement or your relationship with Union Metrics or any of its affiliates shall be submitted to confidential arbitration in San Francisco, California, USA, except that, to the extent you have in any manner violated or threatened to violate our intellectual property rights, Union Metrics may seek injunctive or other appropriate relief in any state or federal court in the state of California (and you consent to non-exclusive jurisdiction and venue in such courts) or any other court of competent jurisdiction. Arbitration under this Agreement shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator’s award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.
Amendment to Terms
Union Metrics reserves the right to modify the Program and/or this Agreement from time to time without notice. Any such modification will be set forth on Union Metrics’ web site and Union Metrics will make reasonable efforts to provide you notice of the change. Continued participation in the Program after any such changes shall constitute your consent to such changes. Therefore, you agree as a condition of your participation in the Program to periodically and frequently review the Union Metrics web site at https://unionmetrics.com/terms/referral-program for any updates.
This Agreement will be governed by the laws of the state of California, without regard to the conflict of laws provisions of any state or jurisdiction. You may not assign this Agreement, by operation of law or otherwise, without Union Metrics’ prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Union Metrics’ failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of Union Metrics’ right to subsequently enforce such provision or any other provision of this Agreement. In the event that any provision of this Agreement conflicts with the law under which this Agreement is to be construed or if any such provision is held invalid by a court with jurisdiction over the parties to this Agreement, (i) such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of you and Union Metrics in accordance with applicable law, and (ii) the remaining terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect. The captions and headings used in this Agreement are inserted for convenience only and shall not affect the meaning or interpretation of this Agreement. This Agreement constitutes the entire agreement between you and Union Metrics and governs your use of the service and participation in the Program, and supersedes and replaces any prior agreements between you and Union Metrics.