These Terms and Conditions (“Terms”) govern your (defined as the individual or entity signing up to the Aspire Referral Program, and referred to interchangeably throughout these Terms as “Referral Partner” or “you”) participation in the Aspire Referral Program (“Referral Program”) which allows current Aspire, LLC (“Aspire”) customers and prospective customers in the Aspire Sales Cycle (as defined below) and trade associated professionals who have contacts in the home or commercial services industry to earn rewards for referring potential customers of certain Aspire products and services, subject to these Terms. Aspire and Referral Partner may hereinafter be referred to together as the “Parties”, and each individually as a “Party”.
1.1. "Aspire Core Platform” means the core Aspire software-as-a-service system.
1.2. “Aspire Partnership Manager” means the primary Aspire contact with respect to this Referral Program and who will have the authority to act on behalf of Aspire with respect to matters pertaining to these Terms.
1.3. “Aspire Site” means https://www.youraspire.com or any subdomain or other site controlled by Aspire, including without limitation, where the Aspire products and services are offered, and all successors to such sites.
1.4. “Confidential Information” means any non-public information that relates to the actual or anticipated business, research, or development of each Party 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 disclosed by each Party is the sole property of the disclosing Party.
1.5. “Lead” means a prospective customer that also, in Aspire’s sole discretion, satisfies each of the following conditions:
(a) meets Aspire’s then current ideal customer profile;
(b) is submitted into the Referral Program in accordance with the Referral Procedure;
(c) has not previously purchased and is not currently subscribed to the Aspire Core Platform;
(d) is not in the Sales Cycle at the time of the referral or during the prior three (3) months;
(e) has not been submitted previously to the Referral Program by you or another party during
the prior two (2) months;
(f) has not been submitted to any other discount or incentive program operated by Aspire and
for which customer no referral compensation has been paid; and (g) is not a “self-referral,” which means such referral was not referred by, employed by, nor affiliated with the applicable Referral Partner or Referral Partner’s business.
1.6. “Qualified Lead” has the meaning set forth in Section 2.3.
1.7. “Referral Procedure” means the system by which the Referral Partner must submit a registration for a prospective customer into Aspire referral program by submission through the referral program website, by other means identified there or by any other means established by Aspire.
1.8. “Referral Reward” means the one time payment per Qualified Lead payable to Referral Partner pursuant to these Terms, as set forth in the applicable Referral Schedule found in Exhibit A.
1.9. “Sales Cycle” means the communications and processes in which Aspire engages a potential customer with the intention to sell Aspire products and services.
2. PROCEDURE; EXCLUSIONS.
2.1. Program. By participating in the Referral Program, Referral Partner agrees to generate and submit potential customer leads to Aspire and provide reasonable assistance to Aspire in selling Aspire’s services to such leads. Referral Partner may refer any third party whom they believe is a potential customer for Aspire’s products and services.
2.2. Determining a Lead. A potential lead must be submitted to Aspire in writing with contact information, as well as any additional information the Referral Partner has in regard to the sales opportunity or through the Referral Program site (“Referral Procedure”). Aspire asks that the Referring Partner make a warm introduction of the prospect’s key decision maker to the Aspire Partnership Manager or relevant Aspire team member. Referral Partner must provide Aspire with, among other things, the Lead’s current challenges, the timing for solution implementation, and any other detailed information that, in Aspire’s discretion, can help demonstrate the value of the Aspire Core Platform.
2.3. Qualifying a Lead. Aspire will determine in Aspire’s sole discretion whether any lead submitted by Referral Partner constitutes a Lead and will make reasonable efforts to so inform Referral Partner within ten (10) business days of each submittal. Aspire will compensate Referral Partner for each Lead that results in an executed, valid and enforceable sales agreement (each a “Qualified Lead”). Notwithstanding the foregoing, in the event that any Qualified Lead’s account is terminated within three (3) months of the Qualified Lead’s go-live date, Aspire shall have the right at its sole discretion to charge back the full Referral Reward
paid to the Referral Partner. If the Lead is active in the Aspire Sales Cycle and the Referral Partner assists with the final agreement, Aspire may in its discretion choose to compensate the Referral Partner at a prorated rate determined solely by Aspire.
2.4. Payments. Aspire will pay Referral Partner the applicable Referral Reward for each Qualified Leads at a rate as detailed in Exhibit A attached hereto, which may be updated from time to time, unless another compensation arrangement has been agreed to between the Parties in writing. Payment of any Referral Reward will be made within sixty (60) days of such Qualified Lead’s go-live date or within a mutually agreed upon timeframe. Aspire may contact you using the contact information you have provided to Aspire to arrange for payment of your Referral Reward. If you do not respond to any given communication from Aspire regarding payment of your Referral Reward within thirty (30) days or have not provided your contact information to Aspire, you are deemed to have forfeited the Referral Reward(s) that would otherwise be due and payable to you, and Aspire shall no longer owe any amounts earned by you during the applicable reward period. The method of payment of Referral Rewards shall be determined by Aspire in its sole discretion. Each Party is responsible for bearing its own costs incurred in performing its obligations under these Terms without deduction or offset and without reimbursement by the other Party.
2.5. Reservation of Rights. Aspire reserves the right to refuse to sell Aspire products and services to any person for any reason. In addition, Aspire in its sole discretion may cease selling Aspire products and services at any time to any customer including those referred by you for any reason in accordance with Aspire’s agreements with those customers.
3. REPRESENTATION AND WARRANTIES. By participating in the Referral Program and agreeing to these Terms, 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) your participation in the Referral Program and your performance under these Terms 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 or give rise to a conflict of interest between you or any other person or entity; and (c) these Terms constitute a valid and binding agreement by you and are enforceable against you (except as may be limited by public policy or creditors’ rights generally).
4. COMPLIANCE WITH LAWS. You will comply with all applicable federal, state and local laws, rules, regulations and ordinances while participating in the Referral Program and performing your obligations under these Terms. Neither Party shall, directly or indirectly, make a bribe or other illegal gift or payment, or offer, promise or authorize a bribe or other illegal gift or payment to any public or private person or entity, in connection with these Terms.
5. INDEMNIFICATION. You will indemnify, defend, and hold harmless Aspire, its affiliates, and their 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 or perform your obligations under these Terms in accordance with all applicable laws, rules, regulations and ordinances, (b) any violation or claimed violation of a third party’s rights resulting in whole or in part from Aspire’s use of your work product or any information or documentation provided by you to Aspire under these Terms; (c) your failure to be classified as an independent contractor with respect to the Referral Program or (d) your participation in the Referral Program.
6. DISCLAIMER OF WARRANTIES. ASPIRE MAKES NO REPRESENTATIONS OR
WARRANTIES TO REFERRAL PARTNER WITH RESPECT TO THE ASPIRE PRODUCTS AND SERVICES, INCLUDING ANY WARRANTY OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.
7. 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. IN NO EVENT SHALL ASPIRE’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 THESE TERMS IN THE TWELVE (12) MONTHS PRIOR TO ANY SUCH CLAIM OF LIABILITY.
8. TERMINATION. Without prejudice to any other right or remedy available at law or in equity in respect of any event described below, and notwithstanding anything to the contrary set forth herein, these Terms, or the Referral Program in its entirety, may be terminated by Aspire at any time and without penalty, in Aspire’s sole and absolute discretion, without notice to Referral Partner.
9. DISPUTE RESOLUTION.
9.1. Arbitration. Except as set forth in Section 10.4 below, any dispute or controversy arising out of, relating to, or concerning any interpretation, construction, performance, or breach of these Terms, will be settled by arbitration to be held in Washington, D.C. in accordance with the commercial 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 proceedings between 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 in New Castle County, Delaware, for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary, with respect to any breach or threatened breach of confidentiality, 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.
10.1. Non-Assignment 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 Aspire. 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 this Section will be null and void.
10.2. Waiver. Any waiver of the provisions of these Terms by Aspire or of Aspire’s rights or remedies under these Terms must be in writing to be effective and enforceable.
10.3. Severability. If any term, condition, or provision in these Terms is found to be invalid, unlawful, or unenforceable to any extent, these Terms shall be interpreted to preserve, to the greatest extent possible, the intentions expressed herein.
10.4. Governing Law. The internal laws of Delaware, but not the choice of law rules, govern these Terms. Any lawsuit permitted under these Terms shall be brought in New Castle County, Delaware.
10.5. Headings. Headings are used in these Terms for reference only and will not be considered when interpreting these Terms.
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 (a) in the case of Aspire, (i) when received, if sent by a nationally recognized overnight delivery service or U.S. mail to to Aspire, LLC, 390 S Woods Mill Road, Suite 200 Chesterfield, MO 63017, ATTN: Legal, with a copy (which shall not constitute notice) to ServiceTitan, Inc., 801 N. Brand Blvd., Suite 700, Glendale, CA 91203, Attention: Legal; or (ii) upon confirmation of receipt, if sent via electronic mail to email@example.com; or (b) in the case of Referral Partner, when sent by electronic mail to the email address provided in connection with your submission of the referral to which the communication relates; or (c) to such other addresses or email addresses as a Party may designate by written notice to the other Party from time to time. Aspire may update its notice address by updating these Terms on an Aspire Site. If no email address has been provided by Referral Partner to Aspire, then Referral Partner is deemed to have waived its right to all notices pursuant to these Terms.
10.7. Independent Contractors. The relationship between the Parties is that of independent contractors. Nothing in these Terms shall be deemed to create an employment, partnership, joint venture or agency relationship between the Parties.
10.8. Confidentiality. You agree (a) not to disclose or otherwise make available Aspire Confidential Information to any third party; (b) to use any Aspire Confidential Information solely for the purposes of performing your obligations under these Terms; and (c) to take at least those measures that you employ to protect your own Confidential Information of a similar nature (but in no event less than a commercially reasonable standard of care) to protect the confidentiality of Aspire Confidential Information.
10.9. Entire Agreement. These Terms represent the complete agreement of the Parties and supersede all prior discussions, communications and agreements between the Parties with respect to the subject matter hereof. Notwithstanding anything to the contrary set forth herein, Aspire reserves the right to change, cancel, suspend or modify any aspect of the Referral Program and these Terms without notice, at any time and at our sole and absolute discretion. You agree that it is your responsibility to monitor the Aspire Site for updates to these Terms and to abide by all updated versions of these Terms. By continuing to participate in the Referral Program you are deemed to have agreed to and approved all changes to these Terms.