AutoLeap Referral Program Terms and Conditions

2023-2024

These Terms and Conditions (“Terms”) and the Referral Program (as defined below) are effective as of Jan 1, 2023, (the “Effective Date”) and through December 31, 2024.

The AutoLeap 2023-2024 Referral Program (“Referral Program”) allows current AutoLeap customers and prospective customers in the AutoLeap Sales Process (as defined below) to earn rewards for finding potential customers for AutoLeap Products and Services, subject to these Terms;

1. DEFINITIONS:

1.1 “Confidential Information” means any non-public information that relates to the actual or anticipated business, research, or development of AutoLeap and any proprietary information, trade secrets, and know-how of each Party that is disclosed to the other Party, directly or indirectly, in writing, orally, or by inspection or observation of tangible items. Confidential Information includes, but is not limited to, research, product plans, products, services, customer lists, development plans, inventions, processes, formulas, technology, designs, drawings, marketing, finances, and other business information. Confidential Information shall include the terms of this Agreement. Confidential Information disclosed by each Party is the sole property of the disclosing Party.

1.2 “Customer Fees” means the fees determined by AutoLeap in its sole discretion and charged to a Referred Customer for AutoLeap Products and Services.

1.3 “Ideal Customer Profile” means a customer whose business: 1) is fully supported by the AutoLeap software-as-a-service-system in the USA or Canada at AutoLeap’s sole discretion, and 2) manages/services/repairs at least 2 cars per day or 10 per week (3) does 50% or more general repair (4) speaks English without a need for a translator.

1.4 “License” means a software-as-a-service seat license fee paid to AutoLeap for the use of the core AutoLeap software-as-a-service-system purchased (excluding any Pro products or upsell products) and actually paid for by a Referred Customer.

1.5 “Live Customer” means a Referred Customer who has purchased one or more Licenses and who, is in the activated and paying state. An activated customer is the customer that has completed our onboarding process and is actively using our software. It typically take 30-45 days from the date of sign up to become an activated customer. A paying customer is the one that pays its dues to AutoLeap without any undue outstanding balance.

1.6 “Referred Customer” means a customer that meets the Ideal Customer Profile and was brought to AutoLeap’s attention through the Referral Program and sold one (1) or more AutoLeap Products and Services, and that, in AutoLeap’s sole judgment, satisfies the following conditions:

(a) The customer must have been submitted into the Referral Program by submission through the Referral Program website or by other means identified there;

(b) The customer cannot be an existing customer or a previous customer of AutoLeap;

(d) The customer must not have been previously submitted to the Referral Program by you or another party during the prior two (2) months;

(e) The customer must not have been submitted to any other discount or incentive program operated by AutoLeap or a referral of such customer otherwise compensated;

(f) The customer must purchase one (1) or more AutoLeap Products and Services within 30 days of attending the demo that was booked as a result of the formal referral submission, and

(g) The customer cannot be a “self-referral” which is defined as a referral from the Referrer’s own business and/or an affiliate and/or the Referrer is an employee of the referred business.

1.7 “Sales Process” means the communications and processes in which AutoLeap engages a potential customer with the intention to sell AutoLeap Products and Services.

1.8 “AutoLeap Products and Services” means the products and services offered by AutoLeap, including, but not limited to those described on the AutoLeap Site.

1.9 “AutoLeap Site” means www.autoleap.com or any subdomain or other site controlled by AutoLeap where it offers the AutoLeap Products and Services, and all successors to such sites.

2. OBLIGATIONS; EXCEPTIONS AND EXCLUSIONS:

2.1 Referral Program Obligations. Neither party has any obligation to perform in the Referral Program. AutoLeap reserves the right to refuse to sell AutoLeap Products and Services to any person for any reason. In addition, AutoLeap in its sole discretion may cease selling AutoLeap Products and Services at any time to any customer including those referred by Referral Company for any reason in accordance with AutoLeap’s agreements with those customers. 2.2 Referral Rewards.

$100 Demo Reward. For each referral that meets the Ideal Customer Profile and schedules and attends a demo with AutoLeap within thirty (30) days of the latest sales activity prompted by the referral submission in accordance with these terms, AutoLeap will pay you a one-time payment of $100.
$1,000 Referral Reward. In addition, you will be eligible to receive a one-time payment of a referral reward for each Referred Customer that becomes a Live, activated, and paying Customer.
Milestone Giveaways. On top of your referral rewards, on every third successful referral sign-up, you get a special milestone giveaway all the way leading to a Ford Truck on your fifteenth sign-up. AutoLeap reserves the right to change these milestone giveaways at any point in time during this program.
Payment of Rewards. Payment of Referral Rewards shall be made no later than thirty (30) days once it gets due via Amazon Gift Card or any other virtual Gift Cards.

2.3 Billings and Payments. AutoLeap will be responsible for billing customers for the use of AutoLeap Products and Services, collecting payments and calculating amounts payable with respect to the Referral Program. AutoLeap will not be required to provide any Referred Customer information to you in support of any such calculation.

3. REPRESENTATIONS AND WARRANTIES:

By participating in the Referral Program, you represent and warrant that: (a) you have the full right, power and authority to do so and to enter into these Terms and to perform your obligations hereunder; (b) our participation in the Referral Program does not and will not conflict with or result in a breach (including with the passage of time) of any other agreement to which you are a party; and (c) these Terms constitute you valid and binding agreement and are enforceable against you (except as may be limited by public policy or creditors’ rights generally).

4. INDEMNIFICATION:

You will indemnify, defend, and hold harmless AutoLeap and its directors, officers, and employees from and against all taxes, losses, damages, liabilities, costs, and expenses, including attorneys’ fees and other legal expenses, arising directly or indirectly from or in connection with: (a) any failure by you to participate in the Referral Program in accordance with all applicable laws, rules, and regulations, (b) any violation or claimed violation of a third party’s rights resulting in whole or in part from AutoLeap’s use of your work product under these Terms; or (c) from your failure to be classified as an independent contractor with respect to the Referral Program.

5. DISCLAIMER OF WARRANTIES:

AutoLeap MAKES NO REPRESENTATIONS OR WARRANTIES TO REFERRER WITH RESPECT TO THE AUTOLEAP PRODUCTS AND SERVICES, INCLUDING ANY WARRANTY OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.

6. LIMITATION OF LIABILITY:

NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES, WHETHER UNDER TORT, CONTRACT OR ANY OTHER THEORY, EVEN IF SUCH PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS DESCRIBED HEREIN, IN NO EVENT SHALL EITHER PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS AND THE REFERRAL PROGRAM EXCEED THE AGGREGATE OF THE AMOUNTS PAID OR PAYABLE BY EITHER PARTY TO THE OTHER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRIOR TO ANY SUCH CLAIM OF LIABILITY.

7. TERM AND TERMINATION:

7.1 Term. These Terms and the Referral Program shall commence on the Effective Date and shall continue through December 31, 2024.

7.2 Termination. Without prejudice to any other right or remedy available at law or in equity in respect of any event described below, the Referral Program may be terminated by AutoLeap at any time and without penalty. Such a termination will not relieve AutoLeap of liability for payment of referral rewards payable prior to termination.

8. COMPLIANCE WITH FTC ENDORSEMENT GUIDELINES:

As a participant in the AutoLeap referral programs, in the event you post or share information about AutoLeap or such programs via social media, you must disclose your material connection to AutoLeap and follow the Federal Trade Commission’s Guides Concerning the Use of Endorsements and Testimonials in Advertising. The following hashtags should be used in all social media posts: #Sponsored, #AutoLeapReferralProgram.

9. DISPUTE RESOLUTION:

9.1 Arbitration. Except as set forth in Section 9.4 below, any dispute or controversy arising out of, relating to, or concerning any interpretation, or concerning any interpretation, construction, performance, or breach of these Terms, will be settled by arbitration to be held in Ontario, Canada in accordance with the rules then in effect of the American Arbitration Association. The arbitrator may grant injunctions or other relief in the dispute or controversy. The decision of the arbitrator will be final, conclusive, and binding on the Parties to the arbitration. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction.

9.2 Arbitration Fees. In the event of any arbitration the Parties hereto arising from or related to a party’s performance or breach of these Terms, the prevailing party shall be entitled to and shall receive, in addition to any relief granted by the arbitrator, their reasonable attorneys’ fees and other costs and expenses incurred in prosecuting or opposing the prosecution of such action. Further, if any action at law or in equity is necessary to enforce or interpret the terms of these Terms, the prevailing party shall be entitled to reasonable attorneys’ fees, costs and necessary disbursement, in addition to any other relief to which the party may be entitled.

9.3 Waiver or Right to Jury Trial. This arbitration clause constitutes a waiver of each Party’s right to a jury trial for all disputes relating to all aspects of these Terms and the Referral Program.

9.4 Equitable Remedies. The Parties may apply to any court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary, without breach of these Terms and without abridgment of the powers of the arbitrator.

9.5 Consideration. Each party’s promise to resolve claims by arbitration in accordance with the provisions of these Terms, rather than through the courts, is consideration for the other party’s like promise.

10. MISCELLANEOUS:

10.1 Nonassignment and No Subcontractors. Neither these Terms nor any rights under these. Terms may be assigned or otherwise transferred by you, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of AutoLeap. Subject to the foregoing, these Terms will be binding upon and will inure to the benefit of the parties and their respective successors and assigns. Any assignment in violation of the foregoing will be null and void.

10.2 Waiver. Any waiver of the provisions of these Terms by AutoLeap or of AutoLeap’s rights or remedies under these Terms must be in writing to be effective.

10.3 Severability. If any term, condition, or provision in these Terms is found to be invalid, unlawful, or unenforceable to any extent, the parties will endeavor in good faith to agree to amendments that will preserve, as far as possible, the intentions expressed in this Agreement.

10.4 Governing Law. The internal laws of Totonto (Ontario), but not the choice of law rules, govern this Agreement.

10.5 Headings. Headings are used in these Terms for reference only and will not be considered when interpreting this Agreement.

10.6 Notices. All notices, approvals, consents, waivers, and other communications under these Terms must be in writing and will be deemed to have been given when (a) in the case of AutoLeap, when received, if sent by a nationally recognized overnight delivery service or U.S. mail to 199 Bay St. #4000, Toronto, ON M5L 1A9, Canada; or (b) in the case of Referrer, when sent by email to the addresses, facsimile numbers and/or email addresses provided with submission of the Referred Customer to which the communication relates or to such other addresses, facsimile numbers or email addresses as a party may designate by notice to the other party from time to time.

10.7 Independent Contractors. The relationship between the parties is that of independent contractors. Nothing in this Agreement shall be deemed to create an employment, partnership, joint venture or agency relationship between the parties.

10.8 AutoLeap reserves the right to disqualify a referral if they don’t meet any of our conditions and/or do not have a valid need for an auto repair shop management product in the present or future.

10.9 Entire Agreement. These Terms represent the complete agreement of the parties, supersedes all prior discussions, communications and agreements between the parties with respect to the subject matter hereof, and cannot be amended or modified except in a writing signed by both parties.

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PRIOR REFERRAL PROGRAM TERMS AND CONDITIONS:

Please refer to https://autoleap.com/referrals-2022/ to learn about the terms and conditions of the previous referral program. AutoLeap aims to pay out all eligible referral rewards to customers max by Mar 30, 2023.