Referral Partner Program Terms
Posted: June 07, 2024
Thank you for your interest in participating in the DocuSketch Partner Program (the “Program”) offered by Immoviewer Inc.(“DocuSketch”/“We”/“Us”).
Please review this agreement (“Agreement“) carefully. This Agreement contains legal terms and conditions of the Program and governs the relationship between you (“You” / “DocuSketch Partner”) and DocuSketch (each a “Party” and collectively the “Parties”). By joining the Program, You acknowledge that You have read, understood and agree to be bound by these terms and conditions. If You do not agree to this Agreement, You may not participate in the Program.
1. Purpose
DocuSketch operates a proprietary business management services platform targeted towards business providing field services (“DocuSketch Services”). This Agreement allows DocuSketch Partners to market and promote DocuSketch Services to prospective customers who may be interested in subscribing to such services (each a “Referred Client”) on the terms set out herein and in the program dashboard (“Program Dashboard”).
2. Referred Client Engagement
DocuSketch reserves the right to: (a) enter into any agreements with Referred Clients on terms and conditions acceptable to DocuSketch, or to not enter into any agreements at all; and (b) set the terms for Referred Clients’ engagement with the DocuSketch Services.
3. DocuSketch Partner Registration
In order to be eligible to participate in the Program, You must be at least eighteen (18 years old). By agreeing to these terms and participating in the Program, You certify that You are one of the above listed professionals. We reserve the right to terminate, limit, or suspend your participation in the Program if we become aware or have reasonable grounds to believe that You are not one of the aforementioned professionals.
4. Description of Program
The Program is designed for DocuSketch Partners working with or offering content and/or promoting services or products of interest to field service businesses who may benefit from access to DocuSketch’s services. By participating in the Program, DocuSketch Partners may receive the following:
- Promotion and Marketing Support: DocuSketch Partners may receive promotional and marketing materials (and details of offers) to be transmitted by DocuSketch Partners for the purposes of promoting and referring potential clients to DocuSketch.
- Custom Coupon Code: DocuSketch Partner will be entitled to a referral fee in respect of Referred Clients who subscribes for a paid account with DocuSketch by using the DocuSketch Partner’s custom coupon code. DocuSketch Partner will not be entitled to any referral fee for any referral that does not use the custom code. The amount of the referral fee and the conditions for earning such fee are set out in Section 5.
- Custom Referral Link: DocuSketch Partner will be entitled to a referral fee in respect of Referred Clients who subscribes for a paid account with DocuSketch by using the DocuSketch Partner’s custom referral link. DocuSketch Partner will not be entitled to any referral fee for any referral that does not use the custom link. The amount of the referral fee and the conditions for earning such fee are set out in Section 5.
5. Referral Fees
Subject to compliance with any special terms set out in the Program Dashboard, DocuSketch Partners will receive a referral fee in the amounts specified in the Program Dashboard and subject to any conditions therein (“Referral Fee”) for the minimum monthly number of trial users and subscribers for the DocuSketch Services set out in the Program Dashboard. Qualifying referrals will be assessed through the use of the referral tracking software. You agree that if You refer a client to DocuSketch and the client subscribes to the DocuSketch Services by any means other than through your custom link referral page, You will not be entitled to receive any referral fees. Unless otherwise set out in the Program Dashboard, Referral Fees shall be calculated monthly and any applicable Referral Fees shall be paid to DocuSketch Partners by electronic payment within thirty (30) calendar days at the end of each month. We reserve the right to change the Referral Fees at any time, subject to the requirements of Section 14 of the Agreement.
6. Program Terms
You agree to abide by the following terms:
- Tool Restrictions. You may not use any of the following tools: Toolbar/browser extension, PPC/search Spyware, adware, parasite ware, and/or cookie stuffing.
- Restriction on Trademark Use. You may not use any DocuSketch trademark or the terms including ‘DocuSketch’, and ‘DocuSketch’ in connection with keyword-triggered advertisements, including keyword, ad copy, display URL, destination URL and content networks and associated networks. You cannot use keywords associated with DocuSketch trademark and various misspellings, including, but not limited to DocuSketch.com. DocuSketch is trademarked and should always be used with the trademark where possible. We request that the major search engines including, without limitation, Google, MSN, Yahoo, Bing, Google Adwords, Facebook and Instagram designate DocuSketch as a “negative broad match keyword”. Traffic generated by search engine ads from affiliates must land on the affiliate website, not any web property of DocuSketch (such as www.getDocuSketch.com). You should also adhere to the following search guidelines: (a) Partners may not bid on the DocuSketch trademark plus modifiers without prior written consent from the DocuSketch Affiliate Program Manager; (b) Partners may only bid on search engine marketing terms within the geographical region(s) authorized by the DocuSketch Affiliate Program Manager; (c) Partners shall not bid on trademarked terms or misspellings available through websites, search engines or other directory or referral services (e.g., Google, Yahoo, MSN, Bing); (d) Partners shall not apply to register any domain name or trademark incorporating the DocuSketch brand; (e) Ambassadors shall not use corporate-owned domains and URLS (e.g. www.DocuSketch.com); (f) Partners shall not attempt to mask or redirect links/URLS to gain additional sales; (g) Partners shall not use ad copy that represents an ad as an official corporate ad or website; (h) Partners shall not use ad copy that misrepresents the offers available or misleads the customer in any way from the offers authorized by DocuSketch for the affiliate to use; (i) Partners shall not send dedicated email blasts to affiliate contact lists unless affiliates receive prior permission from the DocuSketch Affiliate Program Manager. DocuSketch does not endorse the practice of optimizing for competitor keywords within natural search results (SEO) in order to mislead users into landing, either directly or via a redirect on the DocuSketch signup page. Such promotional tactics will result in automatic reversal of commissions and immediate dismissal from the Program. We do not allow the use of any PopUnder, PopOver, or SplashPage to be used as a result of traffic landing on any of our DocuSketch Property Pages (DocuSketch.com).
7. Good Faith Representation
By participating in the Program, DocuSketch Partners agree to represent DocuSketch honestly and in good faith. You understand and agree that You are not an agent, employee, official representative or legal partner of DocuSketch and will not represent yourself as such to anyone.
8. License to DocuSketch Partners
The trademarks, logos, service marks and trade names under which DocuSketch markets the DocuSketch products and services (the “Marks”) shall remain the exclusive property of DocuSketch. This Agreement gives DocuSketch Partner no license regarding the use of such Marks, except that during the term of this Agreement DocuSketch grants to DocuSketch Partners a restricted, non-transferable, non-exclusive and revocable license to use the Marks to market and promote DocuSketch’s business and initiatives. DocuSketch Partner agrees not to use the Marks in any way that may be determined objectionable by DocuSketch or confusing to any third parties regarding the nature of the relationship between DocuSketch and DocuSketch Partner. DocuSketch reserves the right to approve particular uses of the Marks. Except as expressly provided in this Agreement, no other rights or licenses are granted to You, and this Agreement does not grant DocuSketch Partners any right to sell, distribute or otherwise make available to any third party, any DocuSketch Services or materials related to DocuSketch Services.
9. Confidential Information
All documentation and information, including without limitation, design and presentation documents, trade secrets, customer lists, techniques, processes and technical and marketing information which is supplied by one party (“Disclosing Party”) to the other (“Receiving Party”) in connection with this Agreement (“Confidential Information”) is hereby deemed to be proprietary to Disclosing Party and shall be held in trust and confidence for, and on behalf of, Disclosing Party, by Receiving Party and its employees, agents, distributors and contractors and shall not be disclosed by Receiving Party or used by Receiving Party for any purpose other than as strictly permitted under this Agreement, without Disclosing Party’s prior written consent. Receiving Party shall not copy or disclose all, or any part of, the Confidential Information except in accordance with the terms and conditions of this Agreement. Receiving Party shall be directly liable for the acts or omissions of its employees, agents, distributors and contractors with respect to such confidentiality obligations. Receiving Party agrees to protect the Confidential Information of the Disclosing Party with at least the same degree of care Receiving Party uses to protect its own trade secrets and proprietary information, which in any event shall be no less than a reasonable degree of care. The confidentiality obligations of the parties under this Agreement shall not apply to Confidential Information which:
- at the time of disclosure is within the public domain, other than through a breach of this Agreement;
- after disclosure becomes readily and lawfully available to the public, other than through a breach of this Agreement;
- Receiving Party can establish, by documented and competent evidence, was in its possession prior to the date of disclosure of such Confidential Information by Disclosing Party; or
- is approved in advance in writing by the Disclosing Party for disclosure.
10. Warranties
DocuSketch Partner represents and warrants that:
- it shall not make, and DocuSketch shall not be bound by, any offer, acceptance, representation, warranty, or affirmation of fact whatsoever to any Referred Client or third party respecting DocuSketch or the DocuSketch products or services, including the performance thereof;
- it has not paid, and is not aware of any payments, to any third parties with a view to securing an order, contract and/or agreement contemplated hereunder or affecting a purchaser’s decision to approach DocuSketch for DocuSketch Services;
- it will comply with all applicable laws, rules and regulations (including marketing rules and advertising standards) in connection with its promotion of the DocuSketch Services.
11. Indemnification
DocuSketch Partner shall indemnify and hold DocuSketch harmless against any and all third-party proceedings, causes of action, suits, damages, losses, liability, costs and expenses (including reasonable legal fees) whatsoever incurred by DocuSketch in connection with any breach of the representations and warranties in Section 8 of this Agreement, or from DocuSketch Partner violation of any of the Terms of this Agreement, any misuse, unauthorized use or violation of the Marks and/or DocuSketch Partners performance hereunder.
12. Limitation of Liability
Except in the event of a breach of Section 7, 8 or 9 and the obligations in Section 9, the Parties agree that:
- neither party shall be liable to the other party for direct damages in excess of the total amount of Referral Fees paid to DocuSketch Partner by DocuSketch during the one (1) year period immediately preceding the date on which the damages were occurred; and
- neither party will be liable for any punitive, indirect, special, consequential or incidental damages (including but not limited to lost profits), whether based in contract or in tort (including but not limited to negligence) or otherwise, arising out of or relating to this Agreement.
13. Term and Termination
This Agreement begins on the date it is accepted by the DocuSketch Partner and continues for an initial term of thirty (30) days, and thereafter renews automatically for additional terms of thirty (30) days, unless terminated sooner under this section 11. This Agreement will terminate:
- for convenience, on thirty (30) days prior written notice by either party, provided that DocuSketch, in its sole discretion, reserves the right to waive such notice period; or
- immediately by DocuSketch in the event that DocuSketch reasonably believes that the Affiliate has engaged in any fraudulent or otherwise suspect activity in respect of the Program or Referral Fee.
- On termination or expiration of this Agreement, all licenses granted hereunder shall terminate and each Party shall return to the other as soon as possible all copies of the other party’s property and materials in its possession or control, including all copies of the other party’s Confidential Information. Where this Agreement expires or terminates as provided for herein, no Referral Fee shall be payable with respect to any Referred Client for which DocuSketch has not signed an agreement for the DocuSketch Services prior to the earlier of i) the effective date of the expiration or termination of this Agreement and/or ii) the date of notice of termination. When this Agreement terminates or expires, DocuSketch shall pay to DocuSketch Partner any outstanding amounts owed at the end of the calendar quarter.
14. Expectations
DocuSketch Partner acknowledges and agrees that it has no expectation that its business relationship with DocuSketch will continue for any minimum period or that DocuSketch Partner shall obtain any anticipated amount of profits by virtue of this Agreement. DocuSketch shall not be liable, by reason of any termination of this Agreement, for compensation, reimbursement or damages on account of the loss of prospective profits or on account of expenditures or commitments whatsoever in connection with the business or goodwill of DocuSketch Partner. Except as provided in this paragraph, termination hereunder shall be without prejudice to any other right or remedy to which either party may be entitled hereunder, at law, or in equity.
15. CostS
Except as agreed with DocuSketch, DocuSketch Partner will be responsible for any expenses or costs incurred in connection with DocuSketch Partner’s promotion of DocuSketch Services.
16. Changes to Program
DocuSketch reserves the right to, in its sole discretion at any time and for any reason, make changes to the Program, including, but not limited to any changes to the Program benefits described in section 4 of this Agreement and any terms and conditions for participation, including pursuant to the Program Dashboard. In the event of a change to the Program, DocuSketch will provide DocuSketch Partners with thirty (30) days’ written notice in advance of any such changes.
17. Compliance with Laws
Each party will comply fully with all applicable federal, provincial and/or state and local laws and regulations relating to its obligations under this Agreement including, without limitation, all applicable privacy laws.
18. Severability & Waiver
If any provision of this Agreement is held invalid by any law, rule, order or regulation of any government, or by the final determination of a court of competent jurisdiction, such invalidity will not affect the enforceability of any other provisions not held to be invalid. Any delay by either party to exercise any right or remedy under this Agreement will not be construed to be a waiver of that or any other right or remedy hereunder.
19. Governing Law
This Agreement shall be governed by the laws of the Province of Alberta, Canada, without giving effect to the principles of conflicts of law. Any disputes shall be resolved exclusively by the courts in Edmonton, Alberta.
20. Survival
The confidentiality requirements, ownership and proprietary rights, exclusions of warranties, indemnification obligations, limitations of liability and general provisions set forth in this Agreement shall survive the expiration or termination of this Agreement.
21. Entire Agreement
This Agreement together with DocuSketch’s Privacy Policy and Terms of Service constitutes the entire agreement of the parties as to the subject matter hereof. This Agreement may be amended only by a written agreement signed by authorized representatives of both parties.
