SMART SERVICE® REFERRAL PROGRAM
TERMS AND CONDITIONS
This document governs the terms and conditions (the “Terms”) of your participation in the Smart Service Referral Program (the “Referral Program”). By accepting these Terms, either by clicking a box indicating your acceptance or by registering a Prospect (as defined below), you agree to the Terms. If you are accepting the Terms on behalf of a company or other legal entity, you represent that you have authority to bind such entity to these Terms. The terms “You” or “Your” refer to the individual or entity (a current Smart Service customer) agreeing to the Terms and participating in the Program. “We”, “Our”, or “Us” refers to My Service Depot, LLC, the developer of Smart Service, Smart Service 365, and iFleet software.
1. Referral Fee
We will pay a referral fee in the amount of 10% of the Total Sales Price of each Qualified Purchase of Smart Service software by a Referral from You. (If the Referral purchases a Smart Service 365 subscription, We will instead pay a one-time referral fee of $100.) The referral fee will be paid 45 days after the completion of a Qualified Purchase by your Referral or, if later, 15 days after the end of any return period applicable to your Referral.
2. Definitions
A “Qualified Purchase” means a paid for purchase of Smart Service software that is completed within 180 days of the referral by a business entity that was not previously a Smart Service customer. We generally offer our new customers the right to return the software within 30 days of purchase for any reason. Accordingly, a Qualified Purchase will not include any purchases that are returned and refunded. The “Total Sales Price” means the amount paid by the customer in the initial transaction less any applicable discounts, and includes amounts paid for Smart Service, iFleet, Routzy and other modules and ordinary services, such as initial support, installation, and training. The “Total Sales Price” does not include any reimbursable expenses (such as travel), fees for custom services (such as custom programming, custom forms, or custom reports), or applicable sales taxes. A “Referral” means any business entity that you register with us as a referral provided that we have not been actively engaged in discussions with that business entity during the past 90 days and such referral was not previously registered by another participant in the Referral Program. We may reject any Referral in our discretion.
3. Introductory Call and Sales Process
For each Referral, you agree to participate in an introductory call between our Account Executive, you, and your Referral. After the introductory call, our Account Executive will be responsible to communicate directly with your Referral and handle all communications relating to Smart Service, including providing a demonstration of Smart Service to the Referral and such other information to assist your Referral in selecting a software solution. Although you are not required to participate in demonstrations or other communications with your Referral after the initial introductory call, you are welcome to do so.
4. Marketing Assistance
As a registered participant in the Referral Program, you will have access to all marketing materials made available generally to participants in the Referral Program.
5. Use of Trademarks
You are permitted, during your participation in the Referral Program, to use trademarks for Smart Service and related software products in connection with promotion of the software to potential referrals, provided that such use accurately represents the parties’ relationship and is truthful and accurate.
6. Taxes
You are responsible for any taxes associated with payment of the referral fee.
7. Relationship
The parties are independent contractors. Nothing herein shall be construed to create a partnership, joint venture or agency relationship between the parties.
8. Limitation of Liability
Our entire liability is limited to the amount of the referral fee for a Qualified Purchase. In no event will we be liable for any claim(s) for lost profits or consequential, exemplary, incidental, indirect or special damages, even if we have been advised of the possibility of such damages.
9. Law and Venue
The Referral Program and these Terms will be governed by and construed under the law of the State of Ohio without regard to choice of law principles. The parties agree that the state courts in Delaware County, Ohio (or the U.S. District Court for the Southern District of Ohio, Eastern Division if such court has appropriate subject matter jurisdiction) will have exclusive jurisdiction over any claim arising out of, or related to, the Terms (as amended).
10. Invalidity and Waiver
The invalidity or unenforceability of any of the Terms will not affect the validity or enforceability of any other provision. In the event that any provision is held to be invalid, such provision will be deemed amended to the least extent as to render such provision enforceable, and the remaining provisions will be deemed to continue in full force and effect. Failure of either party to enforce any provision will not constitute or be construed as a waiver of such provision or of the right to enforce such provision.
11. Changes to Program
We can update these terms at any time without prior notice. If we modify these Terms, we will post the modification on our website, which are effective upon posting. Continued participation in the Referral Program after any modification shall constitute consent to such modification.