PROKEEP REFERRAL PROGRAM TERMS (US & CANADA)

Last Updated:  Nov. 2, 2023

These terms and conditions (the “Terms”) are between Prokeep, Inc (“Prokeep” or “Company” “we” or “us”), and you (“Referrer” or “you”), regarding participation in the Company’s Referral Program (the “Program”). The following Terms govern the Program.

BY PARTICIPATING IN THE PROGRAM, YOU ARE CONFIRMING THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.

BACKGROUND

Referrer wishes to promote Prokeep’s products and services in exchange for Referrer Reward; and

Company wishes to compensate Referrer for any demos or sales of the Product to new customers.  

In consideration of the mutual promises, covenants, warranties, and other good and valuable consideration, Company and Referrer agree as follows:

TERMS

  1. Program Participation and Eligibility. To receive Reward, you must visit the Site and follow the on-screen instructions to refer friends, family members, or colleagues as potential Prokeep customers (each a “Friend”). Once you enter your information to participate in the Referral Program, you will be provided with a unique referral link (“Personal Link”). Your Personal Link should be provided to the Friend you are referring, who can use your Personal Link to sign up for a demo with a Prokeep sales representative.  To be deemed a valid referral subject to an applicable reward or incentive (each a “Referral”) under these Terms, the Friend you refer must be employed by a company in the distribution industry.

  2. Product. For purposes of this Agreement, “Product” means Prokeep’s distributor software.  

  3. Qualified Demo. For the purposes of this Agreement, a “Qualified Demo” will mean any prospective customer of the Company that receives a live demo from a Sales Representative.

  4. Qualified Customer.  For the purposes of this Agreement, a “Qualified Customer” will mean any new customer of the Company.

  5. Promotional Materials. We may make available to Referrer certain material for display and use by the Referrer, including on the Referrer’s website or social media pages (the “Promotional Materials”). The Promotional Materials we make available will be in our sole discretion.  Referrer will display the Promotional Materials on Referrer’s website or social media pages prominently and as Referrer sees fit, provided that the manner of display will be subject to the terms and conditions of this Agreement. Referrer will also include a link from the Promotional Materials to Company’s website, as specified by us. 

  6. Use of Promotional Materials. The Referrer’s use and display of the Promotional Materials on the Referrer’s site or in marketing materials will conform to the following terms, conditions and specifications:
  1. Referrer may not use any graphic, textual or other materials to promote our website, products or services other than the Promotional Materials, unless we agree to such other materials in writing prior to their display.  
  2. Referrer may only use the Promotional Materials for the purpose of promoting our website (and the products and services), and for linking to our website. 

  3. Referrer will not alter, add to, subtract from, or otherwise modify the Promotional Materials as we prepare them. If Referrer wishes to alter or otherwise modify the Promotional Materials, Referrer must obtain prior written consent from us for any alteration of modification.

  4. The Promotional Materials will be used to link only to our website, to the specific page and address as specified by us. Referrer must obtain approval from our Company before using Promotional Materials in a manner not authorized under this Agreement.  

7. License. We grant to Referrer a nonexclusive, nontransferable license (the “License”) to use the Promotional Materials as specified under the terms and conditions of this Agreement. The term of the License will expire upon the expiration or termination of this Agreement.

8. Intellectual Property. We retain all right, ownership, and interest in the Product and the Promotional Materials, and in any copyright, trademark, or other intellectual property in the Promotional Materials. Nothing in this Agreement will be construed to grant Referrer any rights, ownership or interest in the Product or Promotional Materials, or in the underlying intellectual property, other than the rights to use the Promotional Materials granted under the License, as set forth in Section 3.

9. Relationship of Parties. This Agreement will not be construed to create any employment relationship, agency relationship, or partnership between Referrer and us. Referrer will have no authority to bind us into any agreement, nor will Referrer be considered to be our agent in any respect.

10. Referrer Account.  We may also provide Referrer with an Account that contains login credentials so Referrer can access Promotional Material and Reward reports.  Referrer is responsible for safeguarding Referrer’s account information.  We will not be liable for unauthorized access to Referrer’s Account by third parties.  

11. Rewards. 
  1. In exchange for Referrer’s promotion of the Product, and for Referrer’s compliance with and performance of the Terms, we will pay Referrer a Reward (the “Reward”) in the amount of $50  for each Qualified Demo and $150 for each Qualified Customer.  These amounts are subject to change by us at any time. Notification to Referrer of any change in Reward rate will be given by us at the email address on hand for the Referrer. 

  2. Rewards will only be paid if the Qualified Customer mentions Referrer as the Referrer who recommended the Product before the purchase is complete. 

  3. Rewards will only be paid for sales to Qualified Customers.  If the Product is sold to an existing Customer, Referrer will not be eligible for Rewards on said sale.  

  4. We will keep accurate and up-to-date records of the data used to determine the total amount of Rewards owed to Referrer. Referrer will be given reasonable access to these records upon request.  Any discrepancy between the amount of Rewards owed according to these records, and the actual amount of Rewards paid to Referrer in any period or periods will be rectified by us within 14 days of discovering the discrepancy.

  5. Rewards are held for a period of 60 days from any purchase to protect us in the event of any return or chargeback that may occur. We will pay all Rewards accrued and payable to Referrer within 60 days of the date the payment is collected from the Qualified Client (the “Reward Payment Date”). If on any Reward Payment Date, the amount of total Rewards accrued and payable to Referrer is less than $10.00, then such accrued and payable balance will be held over to the following month, and paid together with the Rewards due for that month. If at any time, the balance of accrued and payable Rewards is held over for 2 consecutive months, then we will pay all accrued and payable Rewards to Referrer in the third month, regardless of the total amount owed.

  6. If Referrer materially breaches this Agreement and we terminate this Agreement within 30 days of the breach, then any accrued and payable Rewards owing to Referrer’s will be forfeited, and we will not be obligated to pay such Rewards to Referrer.
12. Referrer’s Representations and Warranties. Referrer represents and warrant the following: 
  1. Referrer has the legal authority to enter into this Agreement and to be bound to the promises, covenants, and other duties set forth in this Agreement. 

  2. Referrer will not use the Promotional Materials in any manner other than those set forth in Section 2 above.

  3. Referrer will not use the Promotional Materials in any manner or otherwise make any statements that are disparaging or that otherwise portray us, or any of our employees or representatives, in a negative light.

  4. Referrer will not make any claim to ownership of the Promotional Materials, or of the copyright, trademark, or other intellectual property. 

  5. Referrer will not publish or otherwise distribute any advertising materials for Referrer’s website that reference us or our website unless we give prior written consent to the distribution of such materials. Referrer will not use our name (or any name that is confusingly similar to our name) for any purpose on its website, in its promotional materials, or in any other context except to promote our website as specified in this Agreement. Referrer will not register any domain name that incorporates Company’s name, or that is confusingly similar to our name. 

  6. Referrer will not engage in the distribution of any unsolicited bulk emails (spam) in any way mentioning or referencing us or our website.
13. Indemnification. Referrer will indemnify us and hold us harmless from any claim, damage, lawsuit, action, complaint, or other costs arising out of any breach of Referrer’s warranties set forth in Section 11 above. Referrer will also indemnify us and hold us harmless for any damage, loss or other cost arising out of the use or misuse by Referrer of the Promotional Materials.

14. Confidentiality. Any information that Referrer is exposed to by virtue of its relationship with us under this Agreement, which information is not available to the general public, will be considered to be “Confidential Company Information.” Referrer may not disclose any of Confidential Company Information to any person or entity, except where compelled by law, unless Referrer obtains prior written consent for such disclosure from us. 

15. Term. 
  1. This Agreement will take effect immediately, and will remain in full force and effect indefinitely, or until terminated pursuant to this Section 15. 

  2. Either Party will have the right to terminate this Agreement at any time and for any cause. The terminating Party must give written notice to the other Party at least 30 days prior to the intended date of termination. Referrer will be paid for all Rewards owed up to the date of termination in accordance with Section.

  3. Company may terminate this Agreement, effective immediately, for cause if Referrer is found to be in violation of this Agreement.  Referrer will forfeit any Reward due if this Agreement is terminated for cause.  
16. Taxes. We will not be responsible for any taxes owed by Referrer arising out of Referrer’s relationship with us as set forth in this Agreement. We will not withhold any taxes from the Rewards paid to Referrer. You are responsible for providing us with accurate tax and payment information that is necessary to issue you a Reward fee. If we do not receive the necessary tax or payment information within 90 days of a qualified purchase which would otherwise trigger Reward fees, the applicable Rewards shall not accrue and no Reward fees will be owed with respect to such qualified purchase.

You are required to submit a W8/W9 tax form, and you are responsible for the payment of all taxes related to the Rewards you receive under this Agreement. In compliance with U.S. tax laws, we will issue a Form 1099 to Referrers whose earnings meet or exceed the applicable threshold. You agree to inform us about changes to postal and e-mail addresses, as well as any changes to your name, email address, contact information, tax identification number, or other personal information that will impact our ability to issue a valid Reward payment. Any address changes must be made at least 15 business days prior to the end of the calendar month for Reward fees for that month to be sent to the revised address.

17. Third Party Services.  We may, in our sole discretion, make use of third-party services to administer our Referrer Program. We will not be responsible for any delays of payment, downtime, or errors that occur as a result of any third-party administration of our program.  We will make every effort to rectify errors but Referrer agrees to release Company from any errors or delays caused by a third party.

18. Limitation of Liability. We will not be liable for any loss of profits or costs, or for any direct, indirect, special, incidental or consequential damages, including costs associated with the procurement of substitute goods or services (whether we were or should have been aware or advised of the possibility of damage), arising out of or associated with any loss, suspension or interruption of service, termination of this Agreement, use or misuse of the Promotional Materials, or other performance of services under this Agreement. 

19. FTC Disclosure Policy. It is our intent to treat our customers fairly and to comply fully with all applicable laws, regulations and guidelines concerning advertising and marketing, including without limitation, the Federal Trade Reward (FTC) Endorsement Guides (See the FTC Endorsement Guide for more information). This means that all Referrer websites (including directories, review/rating sites, blogs and other websites), and any email or collateral that provides an endorsement or assessment of us, must prominently disclose the fact that Referrer may receive compensation for referring customers to us. 


For more information and suggestions about how to comply with these guidelines, please visit the FTC Endorsement Guide  Referrer is advised to seek and obtain its own legal advice on how these rules apply to Referrer’s website or other promotional activities for which Referrer receives compensation. 

We reserve the right to withhold Reward fees and cancel the Referrer relationship with Referrer should we determine, in our sole discretion, that Referrer is not in compliance with the previously mentioned guide or other FTC regulations/guides that we deem relevant.

20. Governing Law. The laws of the United States and the State of Louisiana will govern this Agreement, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the state courts located in New Orleans, Louisiana and Referrer irrevocably consents to the jurisdiction of such courts. 

21. Void Where Prohibited. This Program is void where prohibited by law.

22. Assignment.  Referrer may not assign this Agreement, by operation of law or otherwise, without our 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. 

23. Waiver. Our failure to enforce Referrer’s strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such a provision or any other provision of this Agreement.

24. Modification. We may, at any time and in its sole discretion, modify any of the terms and conditions contained in this Agreement. Unless otherwise provided, such modifications will take effect when posted on our website and apply to all referral fees that have not yet accrued. If we make any significant changes to this Referrer Agreement, it will post a notice on this page for at least 30 days after the changes are posted and will indicate at the bottom of this Referrer Agreement the date of the last revision. In addition, we will use reasonable efforts to provide Referrer with 7 days advance notice of any changes that materially impact Referrer’s participation in the Referrer Program. Unless otherwise provided, Referrer’s continued participation in the Referrer Program following our posting of any modification on our website will constitute Referrer’s acceptance of all changes. If Referrer does not agree to any such changes, Referrer’s sole and exclusive remedy is to deactivate Referrer’s account as described above.

25. Severability. If any part or parts of this Agreement will be held unenforceable for any reason, the remainder of this Agreement will continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision will be deemed to be construed as so limited. 

26. Headings. The section headings are for convenience only and will not affect the meaning of the provisions of this Agreement.

27. Entire Agreement. This Agreement constitutes the entire agreement between us and Referrer, and it supersedes any prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Agreement.

I INDICATE MY APPROVAL OF THIS AGREEMENT AND DESIRE TO BECOME AN REFERRER UNDER THESE TERMS AND CONDITIONS BY COMPLETING AND SUBMITTING THE REFERRER PROGRAM SIGNUP FORM, BY SUBMITTING PROPOSED REFERRED CUSTOMERS OR QUALIFYING PURCHASES TO US UNDER OUR REFERRER PROGRAM AND/OR BY COLLECTING AND REWARD FEES FROM US.