Referral Program Terms & Conditions

Links/graphics on your site, in your emails, or other communications

Once you have signed up for the Referral Program, you will be assigned a unique Referral Code. You are permitted to place links, banners, or other graphics we provide with your Referral Code on your site, in your emails, or in other communications. We may provide you with guidelines, link styles, and graphical artwork to use in linking to RotaCloud. We may change the design of the artwork at any time without notice, but we won't change the dimensions of the images without proper notice.

To permit accurate tracking, reporting, and referral fee accrual, we will provide you with special link formats to be used in all links between your site and the RotaCloud. You must ensure that each of the links between your site and the RotaCloud properly utilises such special link formats. Links to the RotaCloud placed on your site pursuant to this Agreement and which properly utilise such special link formats are referred to as "Special Links." You will earn referral fees only with respect to sign-ups on a RotaCloud product site occurring directly through Special Links; we will not be liable to you with respect to any failure by you or someone you refer to use Special Links, including to the extent that such failure may result in any reduction of amounts that would otherwise be paid to you pursuant to this Agreement.

Referee links must point to the home page of RotaCloud. Deep links, or links to other pages inside the product site will not earn credit.

Referral fees/commissions and payment

For a Product sale to be eligible to earn a referral fee, the customer must click-through a Special Link from your site, email, or other communications to the RotaCloud site and sign up for the product during that session. The session ends once someone closes their web browser, navigates away from RotaCloud, or otherwise leaves RotaCloud without signing up for a product before leaving the site. If they leave the site, come back later on their own, and then purchase a product, you may not earn a commission. We will try to track a referral code beyond the initial session via a cookie, but we cannot guarantee that it will be tracked.

There is one type of referral fee that can be earned: referral payment commissions. Referral payment commissions are earned after the customer makes their monthly/annual payment. A commission fee is determined based on the transaction made by the customer for the Service.

We will only pay commissions on links that are automatically tracked and reported by our system. We will not pay commissions if someone says they signed up or someone says they entered a referral link if it was not tracked by our system. We can only pay commissions on business generated through properly formatted special links that were automatically tracked by our systems.

We reserve the right to disqualify commissions earned through fraudulent, illegal, or overly aggressive, questionable sales or marketing methods.

Payments only occur once you've earned more than £50 in Referee income. If your Referee account never crosses the £50 threshold, your commissions will not be realised or paid. Balances are only paid on Referee accounts with at least two paying referrals. We are only responsible for paying Referee accounts that have crossed the £50 threshold and include two or more paying referrals. If your Referee account becomes inactive for a period of 12 months, your Referee account may be terminated.

Payments by direct bank transfer

Commissions are paid by BACs and only by BACs. We can not send cheques, credit credit cards, or send cash. You are required to provide us with your name, bank account number and sort code to receive commissions.

Identifying yourself as a RotaCloud Referee

You may not issue any press release with respect to this Agreement or your participation in the Program; such action may result in your termination from the Program. In addition, you may not in any manner misrepresent or embellish the relationship between us and you, say you develop our products, say you are part of RotaCloud, Inc., or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement (including by expressing or implying that we support, sponsor, endorse, or contribute money to any charity or other cause).

Payment schedule

As long as your current Referee earnings are over £50, you'll be paid within 5 days of the 1st of every calendar month. If you haven't earned £50 since your last payment, we'll pay you within 5 days of the 1st of the next calendar month after you've crossed the threshold. Payments are only made via direct bank transfer.

Customer definition

Customers who buy products through this Program will be deemed to be our customers. Accordingly, all of our rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for products sold under this Program in accordance with our own pricing policies. Product prices and a vailability may vary from time to time. Because price changes may affect Products that you have listed on your site, you should not display product prices on your site. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product.

Your responsibilities

You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. For example, you will be solely responsible for:

• The technical operation of your site and all related equipment
• Ensuring the display of Special Links on your site does not violate any agreement between you and any third party (including without limitation any restrictions or requirements placed on you by a third party that hosts your site)
• The accuracy, truth, and appropriateness of materials posted on your site (including, among other things, all product-related materials and any information you include within or associate with Special Links)
• Ensuring that materials posted on your site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights)
• Ensuring that materials posted on your site are not libellous or otherwise illegal
• Ensuring that your site accurately and adequately discloses, either through a privacy policy or otherwise, how you collect, use, store, and disclose data collected from visitors, including, where applicable, that third parties (including advertisers) may serve content and/or advertisements and collect information directly from visitors and may place or recognize cookies on visitors' browsers

As a condition to your participation in the Program, you agree that while you are a Program participant you will comply with all laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions or other requirements of any governmental authority that has jurisdiction over you, whether those laws, etc. are now in effect or later come into effect during the time you are a Program participant. Without limiting the foregoing obligation, you agree that as a condition of your participation in the Program you will comply with all applicable laws that govern marketing email, including without limitation all anti-spam laws.

Term of the Agreement and Programs

The term of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all links to any Product Site, and all of our trademarks, trade dress, and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program. RotaCloud reserves the right to end the Program at any time. Upon program termination, RotaCloud will pay any outstanding earnings accrued above £50.

Relationship of Parties

You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Section.

Limitations of Liability

We will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total referral fees paid or payable to you under this Agreement.

Disclaimers

We make no express or implied warranties or representations with respect to the Program or any products sold through the Program (including, without limitation, warranties of fitness, merchantability, non infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of the Product Sites will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.

Independent Investigation

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

Miscellaneous

This Agreement will be governed by the laws of England and Wales, without reference to rules governing choice of laws. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. 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.

The failure of RotaCloud to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The Terms of Service constitutes the entire agreement between you and RotaCloud and govern your use of the Service, superseding any prior agreements between you and RotaCloud (including, but not limited to, any prior versions of the Terms of Service).