Caspio Referral Program Agreement

Last modified: March 19, 2019.

This is a legal Agreement that contains all of the terms and conditions between Caspio, Inc. (“Caspio”), and the individual or organization (the “Promoter”) participating in the Caspio Referral Program (the “Program”). By submitting the online application you are agreeing that you have read and understand the terms and conditions of this agreement and that you agree to be legally responsible for each and every term and condition. Throughout this Agreement, “we,” “us,” and “our” will mean Caspio, Inc., and “you,” “your,” and “yours” will mean the Promoter.

Enrollment in the Nonexclusive Referral Program

To enroll in the Program, you must complete and submit a Program application. You will be granted temporary acceptance into the Program immediately, however we may reject your application at our sole discretion upon reviewing it.

Each party acknowledges that this Agreement does not create an exclusive agreement between You and Caspio. Notwithstanding the foregoing, once You receive a Promoter Award from Caspio for a Referral, You will not refer that customer to a direct competitor of Caspio.

Promoter Responsibilities

As a member of Caspio’s Referral Program, you will have access to Caspio Partners Portal (the “Portal”). This Portal will provide you with promotional material and links to web pages within Caspio’s web site for use on your web sites, emails and social media accounts. You are only allowed to link to those specific web pages that we designate on the Portal. Additionally, you must use the link that we provide, in order for us to accurately track the results from your promotional activities.

Only Caspio account registration forms hosted on Caspio websites may be used for registration and login to the Caspio Bridge service. All costs and liabilities related to your sites and activities are entirely your responsibility.

It is entirely your responsibility to adhere to all applicable intellectual property and other laws that pertain to your sites and activities. We will not be responsible (and you will be solely responsible) if you use another person’s copyrighted material or other intellectual property in violation of the law or any third party rights.

Caspio’s Rights and Responsibilities

Caspio reserves the right to monitor your site, social media accounts and any other material where you promote Caspio and you agree to fully cooperate with Caspio to provide samples of such material. If we determine that you are not following the terms and conditions of this Agreement we will notify you of any changes that we feel should be made. If you do not make the changes within the provided timeline, we reserve the right to terminate your participation in the Program.

Should you commit fraud in your use of the Program or should you abuse this program in any way, Caspio reserves the right to terminate this Agreement and your participation in our Program immediately and without notice to you. In addition, Caspio shall not be liable to you for any Promoter Awards for any fraudulent referrals.

End users who register with Caspio through the Program will be subject to our rules, policies, and operating procedures. We may change our policies and operating procedures at any time.

Termination

This Agreement will remain in effect until terminated by You or by Us. By giving the other party written notice in the form of mail, email or through the Portal, either party (you or we) may end this Agreement AT ANY TIME, with or without cause. In addition, if you breach this Agreement, it will be terminated immediately.

Modification

We reserve the right to change the terms and conditions of this Agreement at any time and at our sole discretion, effective upon making the modified provisions available on the Caspio website. You are responsible for regularly reviewing these terms and conditions. Modifications may include, but are not limited to, changes in the scope of available Promoter Awards, Promoter Award schedules, payment procedures and Program rules. If any of these modifications are unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the Program after the posting of any such changes on Our Site shall constitute your consent and binding acceptance of the change. Caspio will provide notice to active Promoters about material changes to the terms and conditions.

Promoter Awards and Payments

Qualified Referrals exclude all previous Caspio contacts including current and past customers, trial users and Free account users. Three full calendar months after your Referral has signed up for a paying Caspio Bridge account, you qualify for a Promoter Award equal to 40% of their average paid monthly base account fee during their first three months with Caspio minus processing fee (currently 2.5%). For these fees to be payable, the Referral must be a Caspio customer in good standing and have paid for at least 3 months of service. Your Promoter Award will be deposited to your PayPal account at the next scheduled payment date once You reach the minimum payable amount. Cases of credit card fraud, charge-backs, bad debt, and credits for cancelled services are excluded and if previously paid, will be deducted from Your future Promoter Awards. Any additional fees charged by PayPal are your responsibility.

Relationship of Parties

You and Caspio are independent contractors, and nothing in this Agreement will create any joint venture, partnership, franchise, agency, 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, whether on Your Site or otherwise, that would reasonably contradict anything in this Article. We grant to you a non-exclusive, non-transferable, revocable right to (i) access our site solely in accordance with the terms of this Agreement and (ii) solely in connection with the Program rules, to use our logos, trade names, trademarks, and similar identifying material (collectively, the “Licensed Materials”) that we provide to you for such purpose. You may not alter, modify or change the Licensed Materials in any way. You are only entitled to use the Licensed Materials to the extent that this Agreement is in effect and in good standing. All uses of Licensed Materials by you shall be subject to the Caspio trademark usage guidelines as will be provided to you from time to time. You grant Caspio the right to use your name, logo, trademark, and trade name in our press releases, on Our Site, in our ads, and in our marketing collateral.

Limitation of Liability

To the extent permissible under applicable law, Caspio will not be liable for indirect, special, incidental, exemplary, punitive or consequential damages, or for any loss of revenue, profits, accounts, disclosure information, or data, arising in connection with this Agreement or the Program, even if we have been advised of the possibility of such damages. Caspio makes no guarantees of any kind regarding the dependability, accuracy, security, timeliness or availability of its websites, the Portal, Caspio Bridge Service, or such products or services. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total of two thousand United States dollars (USD$2,000). This section is severable and shall survive any termination or expiration of this Agreement.

Representations and Warranties

You represent and warrant that:

  1. This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms.
  2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party.
  3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.

Indemnification

You agree to indemnify, defend and hold harmless Caspio, its parents, subsidiaries, affiliates, officers, directors, employees, consultants, partners and agents harmless from and against any and all claims, demands, liability, damages costs and expenses (including but not limited to attorneys’ fees) arising out of, or related to, your participation in the Program, your violation of this Agreement or any of the terms or conditions herein, or your infringement of any intellectual property right or other right of Caspio or any third party (including, without limitation, infringement of any copyright, violation of any proprietary right and invasion of any privacy rights), any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, the development, operation, maintenance and content of Your Site, emails, social media and products and services and information offered or distributed by You, or any claim related to such material, including, without limitation, content not attributable to us. These obligations will survive any termination of your relationship with Caspio or your enrollment in the Program.

Miscellaneous

Governing Law and Jurisdiction: This Agreement is governed by the substantive and procedural laws of the United States, State of California and each party agrees to submit to the exclusive jurisdiction of, and venue in, the courts in Santa Clara county in California in any dispute arising out of or relating to this Agreement. The Uniform Computer Information Transactions Act does not apply to this Agreement or to orders placed under it.

No Waiver: The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. Neither party will be deemed to have waived any rights or remedies hereunder unless such waiver is in writing and signed by a duly authorized representative of the party against which such waiver is asserted.

Severability: If a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, that provision of the Agreement will be enforced to the maximum extent possible to achieve as nearly as possible the intent of the parties, and the remainder of this Agreement will remain in full force and effect.

Notices: Any notice required under this Agreement shall be provided to the other party in writing by email or regular mail. If You have a legal dispute with Caspio or if You wish to provide a notice under the Indemnification Section of this Agreement, or if You become subject to insolvency or other similar legal proceedings, You will promptly send written notice to: Caspio, Inc, 2953 Bunker Hill Ln, Suite 201, Santa Clara, CA 95054, United States, Attention: Legal Department.

Assignment: You may not assign, subcontract or delegate this Agreement or any of Your rights or obligations hereunder, in whole or in part, including without limitation by operation of law, without Caspio’s prior written consent. Any attempt to assign this Agreement without such consent will be null and void. Caspio may assign this Agreement and subcontract or delegate its obligations hereunder to any third party with or without Your consent. Subject to the foregoing, this Agreement will bind and inure to the benefit of each party’s permitted successors and assigns.

Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous communications.