Raken Referral Program Terms & Conditions
About the Raken Referral Program
Raken compensates Promoters with a Commission, based on the Commission Schedule for each Referral of a Prospect by a Promoter to Raken. In order for a Promoter to receive a Commission, all Eligibility Requirements must be met and that determination shall be made by Raken, in its sole discretion. Raken reserves the right to change these terms and conditions at any time without notice to either Prospects or Promoters.
A Promoter refers Prospects to Raken by sharing the Promoter’s unique Raken Referral URL. By visiting the unique Raken Referral URL a Prospect can request a discovery call or demo with Raken by submitting an online form and that request can be attributed to the Promoter.
A Prospect is an individual who requests a discovery call or demo with Raken by submitting the online form located at the unique Raken Referral URL that was provided by and is associated with a Promoter.
The action by a Prospect of requesting a discovery call or demo with Raken by submitting the online form located at the unique Raken Referral URL provided by a Promoter.
Raken Referral URL.
A unique URL provided via email by Raken that is unique to each Promoter so that the Referral of a Prospect can be associated to each Promoter’s account. A Raken Referral URL will look similar in format to: share.rakenapp.com/XyZ123
A commission is earned when all Eligibility Requirements are met. Commissions are provided by Raken in the form of a digital gift card in the amount specified in the Commission Schedule.
Payment / Fulfillment.
Commissions are fulfilled by providing digital gift cards.
The Commission is inclusive of applicable federal, provincial, state, local or other governmental sales, goods and services, harmonized or other taxes, fees or charges imposed by a government authority (“Taxes”). Promoter agrees and acknowledges that it is responsible for the report and remitting of all applicable Taxes that arise from the Commission. Notwithstanding the foregoing, Raken may withhold from the Commission any amounts required to be withheld by the appropriate government authority, provided that Raken remits such amounts to the appropriate government authority on behalf of the Promoter and supplies Promoter with evidence of such payment.
The trademarks, logos, service marks and trade names under which Raken markets the Service (the “Marks”) shall remain the exclusive property of Raken. This Agreement gives Promoter no license regarding the use of such Marks, except that during the term of this Agreement Raken grants to Promoter a restricted, non-transferable, non-exclusive, non-sublicensable and revocable license to use the Marks to market and promote Raken’s Service, business and initiatives to Prospects. Promoter agrees not to use the Marks in any way that may be determined objectionable by Raken or confusing to any third parties regarding the nature of the relationship between Raken and Promoter. Raken reserves the right to approve particular uses of the Marks and/or revoke the license granted herein at any time.
All documentation and information, including without limitation, design and presentation documents, trade secrets, customer lists, techniques, processes and technical and marketing information which is supplied by one party (“Disclosing Party”) to the other (“Receiving Party”) in connection with this Agreement (“Confidential Information”) is hereby deemed to be proprietary to Disclosing Party and shall be held in trust and confidence for, and on behalf of, Disclosing Party, by Receiving Party and its employees, agents, distributors and contractors and shall not be disclosed by Receiving Party or used by Receiving Party for any purpose other than as strictly permitted under this Agreement, without Disclosing Party’s prior written consent. Receiving Party shall not copy or disclose all, or any part of, the Confidential Information except in accordance with the terms and conditions of this Agreement. Receiving Party shall be directly liable for the acts or omissions of its employees, agents, distributors and contractors with respect to such confidentiality obligations. Receiving Party agrees to protect the Confidential Information of the Disclosing Party with at least the same degree of care Receiving Party uses to protect its own trade secrets and proprietary information, which in any event shall be no less than a reasonable degree of care. The confidentiality obligations of the parties under this Agreement shall not apply to Confidential Information which: (a) at the time of disclosure is within the public domain, other than through a breach of this Agreement; (b) after disclosure becomes readily and lawfully available to the public, other than through a breach of this Agreement; (c) Receiving Party can establish, by documented and competent evidence, was in its possession prior to the date of disclosure of such Confidential Information by Disclosing Party; or (d) is approved in advance in writing by Disclosing Party for disclosure.
Promoter represents, warrants and covenants that: (a) it meets the Eligible Promoter criteria set out in Eligibility Requirements (b) it shall not make, and Raken shall not be bound by, any offer, acceptance, representation, warranty, or affirmation of fact whatsoever to any Prospect or third party respecting Raken or the Raken products or services, including the performance thereof; (c) it has not paid, and is not aware of any payments, to any third parties with a view to securing an order, contract and/or agreement contemplated hereunder or affecting a purchaser’s decision to approach Raken for Raken’s products or services; (d) it will use reasonable efforts to ensure that any Prospect referred to Raken is employed by a legitimate business and meets all Eligibility Requirements; and (e) it shall comply with all applicable laws while participating in the Raken Referral Program.
Promoter shall indemnify, defend and hold Raken harmless against any and all third party proceedings, causes of action, suits, damages, losses, liability, costs and expenses (including reasonable legal fees) whatsoever that may arise, either directly or indirectly, in connection with any breach of the foregoing representations and warranties included under Warranties, any misuse, unauthorized use or violation of the Marks and/or Promoter’s performance hereunder.
Limitation of Liability.
IN NO EVENT SHALL RAKEN BE LIABLE TO PROMOTER FOR DIRECT DAMAGES IN EXCESS OF THE TOTAL COMMISSION PAID TO PROMOTER BY RAKEN DURING THE ONE (1) YEAR PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE DAMAGES WERE OCCURRED; AND RAKEN SHALL NOT BE LIABLE FOR ANY PUNITIVE, INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS), WHETHER BASED IN CONTRACT OR IN TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR RELATING TO THIS AGREEMENT.
Term and Termination.
This Agreement begins on the date that Promoter participates in the Raken Referral Program and continues until terminated by Raken or Promoter. Raken may terminate this Agreement at any time, for any reason or for no reason, without notice to Promoter. On termination or expiration of this Agreement, all licenses granted to Promoter hereunder shall terminate and each party shall return to the other as soon as possible all copies of the other party’s property and materials in its possession or control, including all copies of the other party’s Confidential Information. Where this Agreement expires or terminates as provided for herein, no Commission shall be payable with respect to any Prospect.
Promoter acknowledges and agrees that it has no expectation that its business relationship with Raken will continue for any minimum period or that Promoter shall obtain any anticipated amount of profits by virtue of this Agreement. Raken shall not be liable, by reason of any termination of this Agreement, for compensation, reimbursement or damages on account of the loss of prospective profits or on account of expenditures or commitments whatsoever in connection with the business or goodwill of Promoter. Except as provided in this paragraph, termination hereunder shall be without prejudice to any other right or remedy to which either party may be entitled hereunder, at law, or in equity.
Promoter is not an agent or employee of Raken nor is it authorized or permitted to make any representations or warranties on behalf of Raken. During the term of this Agreement, should the term “partnership,” “partner” or “Promoter” be used to describe the parties’ relationship under this Agreement, the parties agree to make it clear to third parties that these terms refer only to the spirit of cooperation between the parties and do not describe or create the legal status of partners or joint venturers.
Severability & Waiver.
If any provision of this Agreement is held invalid by any law, rule, order or regulation of any government, or by the final determination of a court of competent jurisdiction, such invalidity will not affect the enforceability of any other provisions not held to be invalid. The provisions of this Agreement shall be interpreted to carry out the intent of the parties to the fullest extent permitted by law. Any delay by either party to exercise any right or remedy under this Agreement will not be construed to be a waiver of that or any other right or remedy hereunder.
This Agreement shall be governed by the laws of the State of California, without giving effect to the principles of conflicts of law. Any disputes shall be resolved exclusively by the courts in San Diego, California.
The confidentiality requirements, ownership and proprietary rights, exclusions of warranties, indemnification obligations, limitations of liability and general provisions set forth in this Agreement shall survive the expiration or termination of this Agreement.
All notices of any kind shall be in writing and may be served personally or by prepaid registered or certified mail or by private mail service (for example, Federal Express or DHL), or by email if receipt has been requested and explicitly confirmed by Raken at the address listed below.
This Agreement constitutes the entire agreement of the parties as to the subject matter hereof and supersedes any and all prior oral or written memoranda, understandings and agreements as to such subject matter. Any conflict between the body of this Agreement and its schedules shall be resolved in favour of the schedules. This Agreement may be amended at any time by Raken without notice to Promoter.
5600 Avenida Encinas
Carlsbad, CA 92008