Terms and Conditions
Welcome to the Ninety.io.'s Refer a Friend Program
Ninety.io operates the Ninety.io software as a service (SaaS) that enables its customers to leverage a collection of cloud-based business-building and awareness tools, and build extraordinarily productive, humane, and resilient companies (the “Platform”).
The "Ninety.io Refer a Friend Program" is Ninety.io's referral program. As a Customer Advocate, you agree to participate in the Refer a Friend Program listed below subject to the Customer Advocate Agreement (this “Agreement”).
BY ACCEPTING THIS AGREEMENT OR PARTICIPATING IN THE REFER A FRIEND PROGRAM, YOU (“Customer Advocate” OR “YOU”) AGREE TO THESE TERMS AND CONDITIONS WITH HLTX, INC.(“Ninety.io” OR “WE”) UPON CLICKING ON THE “SUBMIT” BUTTON OR OTHERWISE ACCEPTING THIS AGREEMENT ON THE EFFECTIVE DATE (THE “EFFECTIVE DATE”).
If you are registering as a Customer Advocate on behalf of an entity or organization, you represent that you have the authority to bind that entity or organization to this Agreement.
Customer Advocate Agreement Terms and Conditions
1. This Agreement
We may modify any of the terms and conditions within this Agreement at any time and at our sole discretion. These modifications may include without limitation changes in the scope of available referral fees, fee schedules, payment procedures and program rules. If any of the modifications are unacceptable to you, your only recourse is to terminate this Agreement; Continued participation in the program shall be considered acceptance of such modifications. Notwithstanding the foregoing, any modification to this Agreement shall require approval by Ninety.io.
2. Eligibility
Customer Advocate
In order to participate in the Refer a Friend Program, Customer Advocates must be a current customer of Ninety.io with a valid account in good standing.
Qualified Referrals
To qualify as a referral, the referred company “New Customer” must meet the following criteria:
- The New Customer signs up for Ninety.io via a valid Customer Advocate Link.
- The New Customer will sign on equal to or greater than fourteen (14) paying users with Ninety.io.
- The New Customer must be an active customer with Ninety.io for a minimum of three (3) months.
Eligible Customer Advocates
Subject to the terms of this Agreement, for every five (5) Qualified Referrals, Customer Advocates will be eligible for the following:
- Fully paid Ninety.io licenses for up to fifty (50) Users for a term period of three (3) months.
Rewards are not transferable or exchangeable for cash or other alternatives.
3. License Grant
Subject to the terms of this Agreement, Ninety.io hereby grants Customer Advocate a non-exclusive license during the term of this Agreement to display one or more links specifically assigned to Customer Advocate (whether in the form of text, or a logo or other graphic) provided to Customer Advocate by Ninety.io (the “Customer Advocate Link” or “Link”), which will link to a unique URL (the “Customer Advocate URL”) once you become an approved member of the Refer a Friend Program which will enable Referrals to sign up with Ninety.io directly, and automatically register Your Referrals with Ninety.io. Additional Links may be generated upon request, but will be tracked separately.
If Ninety.io objects to the manner in which Customer Advocate displays the Link or any other content relating to Ninety.io or its software or services, Customer Advocate will remedy the issue in the manner requested by Ninety.io immediately. Customer Advocate agrees to comply with Ninety.io's reasonable requests to fulfill its obligations under this Agreement.
Ninety.io is not responsible for any and all expenses incurred by Customer Advocate when soliciting and referring prospective Referrals to Ninety.io under this Agreement.
5. Payment
Ninety.io may utilize third party payment processors or service providers in order to facilitate payments under the Refer a Friend Program. Customer Advocate is solely responsible for keeping its recipient address for the payment processor used by Ninety.io current. Ninety.io will have no liability for, and will not resend payments returned due to incorrect payment email addresses. Payments will be made within forty five (45) days after the end of the month in which the corresponding amounts are collected by Ninety.io.
6. Customer Referrals & Customer Advocate Transitions
Customer Referrals: For a sale to generate a commission to Customer Advocate, a customer must click through Your valid Customer Advocate URL and sign-up for Ninety.io, and become a paying Customer before the end of their 30-day trial period, by entering their credit card information. Properly coded links are the sole responsibility of Customer Advocate. Without limitation, and subject to Ninety.io's sole discretion, Referrals and Net Revenues collected as follows or in any of the following situations will not qualify for a commission hereunder:
- Referrals that are existing customers of Ninety.io at the time of sign-up;
- Referrals previously referred to Ninety.io;
- You may not refer Yourself, a parent company or a wholly owned subsidiary, or a company or subsidiary that You have more than 50% ownership;
- Referrals in violation of this Agreement; and/or
- You may not participate in the Referral Program if you are an employee, Contractor of Ninety.io, or participating in the Powered by Ninety.io Affiliate Referral Program.
Customers who sign-up for Ninety.io through Customer Advocate Links will be deemed to be Referals of such Customer Advocate (the “Originating Customer Advocate”). If the Customer Advocate relationship changes, and the customer is no longer working with the Originating Customer Advocate, but has not engaged with a new Customer Advocate, the originating Customer Advocate remains as the Customer Advocate for that customer. If the Customer Advocate relationship changes and the customer engages with a new Customer Advocate, upon request by the new Customer Advocate via helpful@Ninety.io, the new Customer Advocate will replace the Originating Customer Advocate for the Customer. Payment to the new Customer Advocate will commence at the next earliest billing cycle for such Customer.
7. Qualifying Sites
Ninety.io reserves the right to refuse any site entry into the Refer a Friend Program based on site content. Customer Advocate will not place any Links on any sites that do not qualify for or are otherwise refused for the Refer a Friend Program. Sites that do not qualify for the Refer a Friend Program include, but are not limited to, sites which:
- Promote sexually explicit materials
- Promote violence
- Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
- Promote illegal activities
- List coupon codes or discounts that were not officially provided to them by Ninety.io.
- Infringe or otherwise violate any copyright, trademark, or other intellectual property rights of Ninety.io or any third party.
8. Permitted Usage
The following are permitted uses of the Ninety.io brand and marketing resources:
Customer Advocate is permitted to use the graphical banners and design resources provided by Us. If a specific size banner ad is not available, Customer Advocate may contact the Refer a Friend Program manager at helpful@Ninety.io and request a new banner graphic be added to the available resources.
Our name and logo, and all related names, logos, product and service names, designs, and slogans are the property of Ninety.io. You must not use such marks without the prior written permission of Ninety.io. Please refer to the Partner Brand Guidelines for more information on approved files and usage. Customer Advocate agrees that all use of Ninety.io's copyrighted or trademarked material inures to Ninety.io's sole benefit and that Customer Advocate will not obtain any rights to the copyrighted or trademarked material as a result of such use.
9. Prohibited Usage
Customer Advocate agrees to the following covenants, and any violation thereof is grounds for immediate termination of this Agreement by Ninety.io. Customer Advocate will not, directly or indirectly:
- use the term "Powered by Ninety.io" or “Ninety.io” in any variation in its site URL (e.g., Powered by Ninety.io.net, Powered by Ninety.ioscouponcodes.com, Powered by Ninety.io.com, shopifyPowered by Ninety.io.com, Powered by Ninety.io.plugins.com, etc);
- promote coupons that were not provided to Customer Advocate by Ninety.io;
- host or promote "coupon stacking" sites where users may combine coupons to receive additional discounts;
- in connection with its activities hereunder, (i) violate or infringe any common law or statutory rights of any person or other entity (including, without limitation, proprietary rights, copyright rights, trademark, service mark or patent rights, or any rights of privacy or publicity); (ii) violate any law, rule or regulation; (iii) use any material or information that is obscene, pornographic, libelous, defamatory, slanderous; or (iv) use any false or deceptive material, or otherwise engage in any consumer or other fraud.
- Customer Advocate agrees that during the term of this Agreement and for a period of one year upon the termination of this Agreement, Customer Advocate shall not, without the prior consent of Ninety.io, directly, indirectly, or through any other party solicit business from or perform services for any of Ninety.io's direct competitors.
10. Refer a Friend Anti-Spam Policy
Customer Advocate will not use spam e-mail or other forms of Internet abuse (including spamming forums, blogs, twitter, facebook and other social media outlets) to seek referrals. Spam includes, but is not limited to, the following:
- Electronic mail messages addressed to a recipient with whom the sender does not have an existing business or personal relationship or is not sent at the request of, or with the express consent of, the recipient through an opt in subscription;
- Messages posted to Usenet, forums, Twitter, Facebook and message boards that are off-topic (unrelated to the topic of discussion), cross-posted to unrelated newsgroups, posted in excessive volume, or posted against forum/message board rules.
- Content posted on free blog websites for the sole purpose of keyword spamming, or comments posted to legitimate blogs that violate the comment policy of the blog owner.
- Solicitations posted to chat rooms, or to groups or individuals via Internet Relay Chat or "Instant Messaging" system;
- Certain off-line activities that are similar to spam, including distributing flyers or leaflets on private property or where prohibited by applicable rules, regulations, or laws.
Customer Advocate will perform its activities hereunder in compliance with all applicable laws (including the CAN-SPAM Act of 2003) and any other Federal Trade Commission laws or regulations, and Customer Advocate will only send e-mails containing a Link or message regarding Ninety.io's products and services to person(s) who have been previously contacted and whom consented to the fact that Customer Advocate will be sending an e-mail containing such information.
Ninety.io may investigate any Customer Advocate conduct and, at its sole discretion and with or without cause or prior notice, terminate this Agreement. If you wish to report a violation of our Anti-Spam Policy, please forward all relevant evidence to our team at helpful@ninety.io
11. Relationship of Parties
The parties are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. Customer Advocate has no authority to make or accept any offers or representations on Ninety.io's behalf.
12. Disclosure of Customer Advocate Relationship
It is the sole responsibility of the Customer Advocate to disclose the nature of their relationship with Ninety.io to Referrals.
13. Use of Subcontractors
In the course of providing the Customer Advocate Services, Ninety.io is permitted to subcontract to any Ninety.io Customer Advocate(s) and/or third parties (“Subcontractors”). Ninety.io will be responsible for the acts and omissions of any Subcontractor in connection with its performance hereunder to the same extent as if the acts and omissions were performed by Ninety.io. Customer Advocate agrees that Ninety.io is permitted to provide any information to the applicable Subcontractors that is necessary to provide and administer the Customer Advocate Services. The terms of Ninety.io's Privacy Policy apply to Subcontractors to the extent they process Personal Data.
14. Term and Termination
The term of this Agreement will begin when you accept and will end when terminated by either party. Either Ninety.io or Customer Advocate may terminate this Agreement at any time, with or without cause, upon written notice to the other (which notice may be sent by email (1) in the case of notices from Ninety.io to you, to the email address associated with your account, or (2) in the case of notices from you to Ninety.io, to helpful@ninety.io). Upon the termination of this Agreement for any reason, all licenses granted hereunder shall immediately terminate and you will immediately cease use of, and remove from all of Customer Advocate's sites, all links to the Ninety.io websites (including all Links), and all Ninety.io. trademarks and logos, other Ninety.io marks and all other materials provided in connection with this Agreement. Termination results in the immediate closure of the Customer Advocate's account and, if Customer Advocate breaches any term or condition of this Agreement, the loss of all rights regarding referrals and the forfeiture of any unpaid commissions. In addition, upon termination, all rights and obligations will immediately terminate except that any terms or conditions that by their nature should survive such termination will survive, including terms and conditions relating to intellectual property rights and confidentiality, disclaimers, indemnification, limitations of liability and termination, arbitration, class action waivers and the miscellaneous provisions below.
15. Indemnification
Customer Advocate shall indemnify and hold harmless Ninety.io against any liability arising from any third party claim in connection to this Agreement to the extent such claim is not due to an act or omission by Ninety.io. Further, Customer Advocate will indemnify and hold harmless Ninety.io against any liability arising from Customer Advocate's breach of any obligation, representation or warranty under this Agreement.
16. Limitation of Liability
NINETY.IO WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, ECONOMIC, OR CONSEQUENTIAL DAMAGES (OR ANY LOSS OF REVENUE, PROFITS, EXPENDITURES OR DATA) ARISING IN CONNECTION WITH THIS AGREEMENT OR THE PROGRAM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER FOR BREACH OF CONTRACT, NEGLIGENCE OR UNDER ANY OTHER CAUSE OF ACTION THAT RESULT FROM THE RELATIONSHIP OR CONDUCT OF BUSINESS CONTEMPLATED HEREIN. FURTHER, OUR AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE PROGRAM WILL NOT EXCEED THE TOTAL COMMISSIONS PAID TO THE Customer Advocate UNDER TO THIS AGREEMENT IN THE THREE 93) MONTHS PRECEDING THE DATE THE CLAIM AROSE.
17. Disclaimer of Warranties
NINETY.IO HEREBY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT, INCLUDING THE NINETY.IO SITE AND PRODUCTS, ANY LINKS, THE Refer a Friend Program OR AN Customer Advocate'S POTENTIAL TO EARN INCOME FROM THE Refer a Friend Program, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND/OR WARRANTIES ARISING FROM ANY COURSE OF DEALING OR COURSE OF PERFORMANCE. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF THE WEBSITES OR THE LINKS WILL BE UNINTERRUPTED OR ERROR-FREE, AND NINETY.IO WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
NINETY.IO WILL MAKE REASONABLE EFFORTS TO TRACK AND PAY COMMISSIONS TO Customer Advocate. HOWEVER, NINETY.IO IS NOT RESPONSIBLE FOR TECHNICAL PROBLEMS, ACTS BY THIRD PARTIES, OR OTHER INACCURACIES OR EVENTS OUTSIDE NINETY.IO'S REASONABLE CONTROL.
18. Customer Advocate Warranties
Customer Advocate warrants that it has the authority to enter into this Agreement and, in connection with its performance of this Agreement, will comply with all applicable laws. Furthermore, Customer Advocate has sole responsibility for (a) obtaining and verifying it has all authorizations, consents, and rights necessary for Ninety.io and its subcontractors to process any personal data as reasonably required to perform Ninety.io's obligations hereunder; (b) the accuracy, quality, and legality of all information provided or made available to Ninety.io to use in performing its obligations hereunder; and (c) ensuring compliance with this Agreement by Customer Advocate and its Customer Advocates, and subcontractors, where any breach of this Agreement by any of the foregoing will be deemed to be a breach by Customer Advocate.
19. Ownership and Confidential Information
As between Customer Advocate, Ninety.io, and Ninety.io's licensors, Ninety.io or its licensors own all right, title, and interest to any Ninety.io property. Ninety.io grants Customer Advocate a royalty-free, non-exclusive, non-sublicensable, and non-transferable (except as permitted under this Agreement) license to use any Ninety.io property incorporated into any deliverable solely for the internal business purposes of Customer Advocate in connection with their authorized use as set forth this Agreement. Customer Advocate grants Ninety.io a royalty-free, non-exclusive, non-sublicensable, and non-transferable (except as permitted under this Agreement) license to use any Customer Advocate property marketing or for promotional purposes during the term of this Agreement. Customer Advocate acknowledges that, in connection with this Agreement or the Refer a Friend Program, it may obtain business, technical or financial information relating to Ninety.io (“Proprietary Information”). Customer Advocate and its employees and agents shall, at all times, both during the term of this Agreement and after its termination, keep in trust and confidence all such Proprietary Information, and shall not use such Proprietary Information other than in the course of its duties as expressly provided in this Agreement; nor shall Customer Advocate or its employees or agents disclose any such Proprietary Information to any person without Ninety.io's prior written consent. Customer Advocate shall not be bound by this Section with respect to information it can document has entered or later enters the public domain as a result of no act or omission of Customer Advocate, or is lawfully received by Customer Advocate from third parties without restriction and without breach of any duty of nondisclosure by any such third party.
20. Agreement to Arbitrate; Class Action Waiver
You and Ninety.io agree to resolve any dispute arising under this Agreement by binding arbitration in the State of Delaware, or in another location that both parties agree to. This applies to all claims under any legal theory, unless the claim fits in one of the exceptions below. It also applies even after termination of this Agreement. If the parties have a dispute about whether this agreement to arbitrate can be enforced or applies to such dispute, the parties agree that the arbitrator will decide that too.
You and Ninety.io agree that the parties will go to court to resolve disputes relating to your or Ninety.io's intellectual property (e.g., trademarks, trade dress, domain names, trade secrets, copyrights or patents). Also, either party can bring a claim in small claims court either in Delaware or the county where you live, or some other place both parties agree on, if it qualifies to be brought in that court. In addition, if either party brings a claim in court that should be arbitrated or either party refuses to arbitrate a claim that should be arbitrated, the other party can ask a court to force the parties to go to arbitration to resolve the claim (i.e., compel arbitration). Either party may also ask a court to halt a court proceeding while an arbitration proceeding is ongoing.
Prior to filing any arbitration, both parties jointly agree to seek to resolve any dispute between the parties by mediation conducted by the American Arbitration Association (“AAA”), with all mediator fees and expenses paid equally by the parties. If mediation is not successful, either party may initiate an arbitration proceeding with AAA. You can look at AAA's rules and procedures on their website http://www.adr.org or you can call them at 1-800-778-7879. The arbitration will be governed by the then-current version of AAA's Commercial Arbitration Rules (the "Rules") and will be held with a single arbitrator appointed in accordance with the Rules. To the extent anything described in this agreement to arbitrate conflicts with the Rules, the language of this agreement to arbitrate applies.
Each party will be entitled to get a copy of non-privileged relevant documents in the possession or control of the other party and to take a reasonable number of depositions. All such discovery will be in accordance with procedures approved by the arbitrator. This agreement to arbitrate does not alter in any way the statute of limitations that would apply to any claims or counterclaims asserted by either party.
The arbitrator's award will be based on the evidence admitted and the substantive law of the State of Delaware and the United States, as applicable, and will contain an award for each issue and counterclaim. The award will provide in writing the factual findings and legal reasoning for such award. The arbitrator will not be entitled to modify this Agreement.
Except as provided in the Federal Arbitration Act, the arbitration award will be final and binding on the parties. Judgment may be entered in any court of competent jurisdiction.
21. Miscellaneous
Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement. Neither party shall have any right or ability to assign, transfer, or sublicense any obligations or benefit under this Agreement without the written consent of the other (and any such attempt shall be void), except that Ninety.io may assign this Agreement to any third party who succeeds to substantially all its related business or assets. If any of the provisions of this Agreement are determined by a court to be unenforceable, they shall be severed from this Agreement, and the remaining provisions shall remain in full force and effect.
Any dispute or claim arising out of this Agreement or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provisions or rules.
By signing up with the Refer a Friend Program, you acknowledge that you have read this agreement and agree to all its terms and conditions.