NUMARA SOFTWARE REFERRAL PROGRAM POLICY
Effective Date: May 1, 2009
Numara Software, Inc. (“Numara Software”) hereby provides and makes available the Numara Software Referral Program (the “Referral Program”) at www.numarasoftware.com/referralprogram (the “Referral Website”). Your participation in the Referral Program is subject to the terms and conditions contained in this Numara Software Referral Program Policy (the “Policy”). Please read this Policy carefully. By submitting information through the Referral Website, you acknowledge that you have read, understood, and agree to be bound by this Policy. If you do not accept the terms and conditions of this Policy, you may not participate in the Referral Program.
Numara Software may change this Policy at any time without prior notice. You may read a current, effective copy of this Policy at any time by visiting the Referral Website. The revised Policy will become effective at the time of posting with respect to any information you submit following such posting. Any participation in the Referral Program after such date shall constitute your acceptance of such revised terms and conditions. If any change to this Policy is not acceptable to you, your sole remedy is to choose not to participate in the Referral Program.
PROSPECT REFERRAL
How to Participate: You may participate in the Referral Program by visiting the Referral Website and entering the contact information for each person or entity for which you have a good faith belief is likely to order within the succeeding twelve (12) month period (a) the Numara Track-It!® help desk software (the “Numara Track-It! Software”) and/or (b) the Numara FootPrints® service management solution (the “Numara FootPrints Software” and, collectively with the Numara Track-It! Software, the “Software”). Specifically, for each person or entity you refer under this Policy (each, a “Prospect”), you must provide the following information to the extent known to you: (1) the legal name of the Prospect and any trade or other names under which the Prospect conducts business; (2) the postal address of the Prospect’s principal place of business; (3) the name(s), telephone number(s) and e-mail address(es) of the Prospect’s contact person(s); (4) a brief description of the Prospect’s business; and (5) your name, postal address, telephone number and e-mail address. All information provided by you in accordance with this Section will be subject to and governed by the Numara Software Privacy Policy, provided, however, that Numara Software reserves the right to disclose your identity and the fact of your participation in the Referral Program, at its sole discretion. Within 3 business days of the date you properly submit a Prospect in accordance with this Section (the “Submission Date”), Numara Software shall attempt to contact you using the telephone number you provided when submitting a Prospect (the “Follow-Up Call”). Numara Software may ask you questions during the Follow-Up Call to determine the validity of any Prospect submitted by you. Numara Software reserves the right to contact the Prospect and to offer to sell to the Prospect the Software and/or any other products or services, at our sole discretion.
Restrictions.
Any Prospect shall be automatically disqualified from the Referral Program if, as of the Submission Date, (i) such Prospect is an existing customer of Numara Software, (ii) Numara Software has previously received a written notice from any of its third-party agents or representatives or any other participant in the Referral Program identifying such Prospect as a potential customer, (iii) Numara Software is or has been in negotiations with such Prospect, (iv) Numara Software has previously forwarded marketing materials or other communications to a Prospect, or (v) Numara Software otherwise has a relationship with such Prospect.
Each Prospect shall be automatically disqualified from the Referral Program on the six (6) month anniversary of the Submission Date. After such date of disqualification, you may re-submit such Prospect in accordance with Section 1.1, in which event the date of re-submission shall then be deemed to be the Submission Date for such Prospect.
Numara Software reserves the right to disqualify any Prospect if Numara Software reasonably determines, in its sole discretion, that (i) you do not have a legitimate business relationship with such Prospect or (ii) you do not have a good faith belief that such Prospect is likely to order any Software within the succeeding twelve (12) month period, in each case based on any information provided by you upon submission of the Prospect or during the Follow-Up Call.
Any Prospect disqualified in accordance with this Section 1.2 shall no longer be deemed a Prospect for the purpose of this Agreement, although Numara Software reserves the right to contact such disqualified prospect and to offer to sell to such disqualified prospect the Software and/or any other products or services, at Numara Software’s sole discretion.
The Referral Program may not be combined with any other referral program sponsored by Numara Software.
REFERRAL REWARD
Definitions
“Referral Reward” shall mean an American Express® gift card in the amount of (i) One Hundred Dollars ($100), in the case where a Prospect licenses the Numara Track-It! Software from Numara Software, or (ii) Two Hundred and Fifty Dollars ($250), in the case where a Prospect licenses the Numara FootPrints Software from Numara Software, in each case of clauses (i) and (ii) in connection with a Successful Referral as described in Section 2.1(b).
A “Successful Referral” shall be deemed to have occurred only in the event that (i) a Prospect submitted by you and not disqualified under this Agreement licenses at least one (1) copy of either the Numara Track-It! Software or the Numara FootPrints Software from Numara Software within six (6) months of the Submission Date, as evidenced by an executed purchase order, an executed license agreement, or other documentation acceptable to Numara Software in its sole discretion (each, a “Sales Order”); (ii) such Sales Order provides for the payment of gross software license fees by such Prospect to Numara Software in an amount equal to or greater than One Thousand Five Hundred Dollars ($1,500) (for clarity and without limitation, such amount shall be exclusive of maintenance fees and other service fees); (iii) such Prospect pays such software license fees in full in accordance with the terms of such Sales Order, and (iv) the applicable limited warranty period as set forth in such Sales Order has expired. Such Successful Referral shall be deemed to have occurred upon the last to occur of the conditions set forth in the foregoing clauses (i) through (iv).
Delivery of Referral Reward. Numara Software will provide to you one (1) Referral Reward for each Prospect submitted by you which results in a Successful Referral within fourteen (14) days after such Successful Referral shall be deemed to have occurred in accordance with Section 2.1(b). Such Referral Reward shall be delivered to the address provided by you when you submitted such Prospect.
Taxes. It is your sole responsibility to pay any taxes owed in connection with the Referral Reward.
NO AUTHORITY
You and your representatives, agents and employees shall not represent yourself or themselves or act as employees or representatives of Numara Software and shall not have the right or authority in any way to bind Numara Software to any obligation to any third party, and you and they shall not assume or create in writing or otherwise evidence any obligation of any kind, express or implied, in the name of or on behalf of Numara Software, unless specifically authorized to do so in writing by Numara Software and in accordance with the conditions specified by Numara Software.
NO CONFLICT
By participating in the Referral Program, you represent that your provision of the identity and contact information of any Prospect does not conflict with or result in any violation of or constitute a breach of any of the terms or provisions of any contract or any other obligation to which you are a party or under which you are subject or bound, or constitute a violation by you of any applicable law.
GENERAL
Numara Software, and its agents, directors, officers, shareholders, employees, insurers, servants, parents, subsidiaries, divisions, affiliates, predecessors, successors, representatives, and legal advisors, are not responsible for, shall not be liable for, and hereby disclaim all liability arising from or relating to: (i) incomplete or unintelligible submissions; (ii) telephone, electronic, hardware or software program, network, Internet, computer or other malfunctions, failures, or difficulties of any kind, whether human or technical; (iii) failed, incomplete, garbled, or delayed computer or e-mail transmissions; (iv) any condition caused by events beyond the control of the Numara Software; or (v) any injuries, losses, or damages of any kind arising in connection with or as a result of any Referral Reward, or the acceptance, possession, or use of any Referral Reward, or from participation in the Referral Program. Numara Software reserves the right, in its sole discretion, to suspend, modify or cancel the Referral Program, or your participation in the Referral Program, should any unauthorized human intervention or other causes beyond the control of Numara Software corrupt or affect the administration, security or proper conduct of the Referral Program. By participating in the Referral Program, you agree to release, discharge and hold harmless Numara Software and its agents, directors, officers, shareholders, employees, insurers, servants, parents, divisions, subsidiaries, affiliates, predecessors, successors, representatives, and legal advisors, from any and all losses, damages, rights, claims and actions of any kind arising out of or relating to the Referral Program, participation in the Referral Program, the Referral Reward, and/or acceptance, possession, use or misuse of the Referral Reward, including but not limited to statutory and common law claims for misappropriation of your right of publicity. This Referral Program and this Policy shall be governed by Florida law. By participating in the Referral Program,  you agree that Florida courts shall have jurisdiction over any dispute or litigation arising from or relating to this Referral Program and that venue shall be only in Tampa, Florida.
Copyright © 2009 Numara Software, Inc. All rights reserved. Numara Software and the associated logo, Numara Track-It!® and Numara FootPrints® are trademarks of Numara Software, Inc. Any other trademarks in this Policy are used for Referral Reward identification purposes ONLY and are the properties of their respective owners.
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