Allpro Insulator Software Referral Network
Terms and Conditions
Please read the following to completely understand the terms and conditions involved with becoming a Allpro Insulator Referral Partner. If you have further questions regarding the program please see our Frequently Asked Questions page.
BY COMPLETING AND SUBMITTING THE SIGN UP APPLICATION (THE “APPLICATION”) YOU (HEREINAFTER REFERRED TO AS “REFERRAL PARTNER” OR “REFERRAL PARTNERS”) ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS AND CONDITIONS (THE “TERMS AND CONDITIONS”) AND THAT YOU UNDERSTAND AND AGREE WITH THEM. IN THE EVENT THAT YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR ANY OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU ARE DULY AUTHORIZED AND HAVE BEEN GIVEN ALL NECESSARY LEGAL AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT CHECK ‘I AGREE’ ON THE APPLICATION AND MAY NOT PARTICIPATE IN THE PROGRAM. YOUR ACKNOWLEDGMENT AND AGREEMENT TO THE TERMS AND CONDITIONS IS EFFECTIVE UPON ALLPRO TECHNOLOGY LLC’S ACCEPTANCE OF THE APPLICATION.
1. Appointment.
(a) Referral Services. Upon acceptance of the Application by Allpro Technology LLC, you will become a Referral Partner and be authorized, on a nonexclusive basis, to refer or introduce to End Users the Allpro Insulator Software, through any means permitted by Allpro Technology LLC in advance, including without limitation, an in-person introduction, a telephone introduction, a written introduction (including email), a joint sales call, or a hypertext reference link from your website to Allpro Technology LLC’s website, for use by the End Users internal use and not for resale, redistribution or other transfer of the Allpro Insulator Software to any other person or entity. Allpro Technology LLC reserves the right to add, modify, or otherwise change approved advertising strategies or methods at any time, for any reason without notice to Referral Partners.
(b) Rights to Use Trademarks. During the time you are authorized by Allpro Technology LLC, you shall be authorized by Allpro Technology LLC to use the trademarks and logos of Allpro Technology LLC relating to the Allpro Insulator Software (the “Allpro Technology LLC Marks”) solely in connection with the advertisement and promotion of the Allpro Insulator Software. Use of any Allpro Technology Marks by Referral Partner will be allowed only in accordance with Allpro Technology LLC’s trademark policies as determined by Allpro Technology LLC from time to time. Nothing contained in these Terms and Conditions shall give Referral Partner or any End User any interest in any of the Allpro Technology LLC Marks or other intellectual property rights. Referral Partner shall not: (i) represent that it possesses any proprietary interest in the Allpro Insulator Software; (ii) register, or have registered, any trademarks, trade names or symbols of Allpro Technology LLC or Allpro Technology LLC (or which are similar to the Allpro Technology LLC Marks); (iii) register any domain name using any of the Allpro Technology LLC Marks without Allpro Technology LLC’s prior written consent; (iv) use “Allpro Technology LLC”, or any term that can be misconstrued as “Allpro Technology” in online adword placement within internet search engines or within any URL web addresses, including text manipulation, or the separation of terms; or (v) except for the specific purposes described in herein, use the Allpro Technology Marks in any manner whatsoever.
(c) Restrictions. Referral Partner shall not: (i) sell or otherwise provide the Allpro Insulator Software or purport to represent Allpro Technology to any potential End Users or distribute the Allpro Insulator Software via online marketplaces like Amazon.com and auction sites like eBay; (iii) use unsolicited email (e.g., spam) as a means of marketing the Allpro Insulator Software or associate Allpro Technology LLC in any way with unsolicited email; (iv) market the Allpro Insulator Software by mass mail or telesales; (v) engage in any advertising, including but not limited to, trade magazine and Internet-based advertising, if such advertising does not contain a disclaimer notifying such persons that Referral Partner may not sell to persons; (vi) make any representations, warranties or guaranties on Allpro Technology LLC’s behalf or with respect to the specifications, features or functionality of the Allpro Insulator Software that are inconsistent with the literature distributed by Allpro Technology LLC; (vii) make any false or misleading representations with regard to Allpro Technology LLC or the Allpro Insulator Software; or (viii) participate or engage in any illegal, deceptive, misleading, unethical, or improper practices.
(d) Allpro Technology LLC Reservation. Allpro Technology LLC reserves the unrestricted right (i) to market, license, distribute, and support the Allpro Insulator Software worldwide in any location, directly to End Users or through any other channel, including, but not limited to value added resellers, distributors, resellers or retail outlets, or other referrers and (ii) to modify, augment, or otherwise change the methods in which Allpro Technology LLC markets, distributes, or supports the Allpro Insulator Software, without notice or any liability to Referral Partner.
2. Continuing Responsibilities.
(a) License Fees for Allpro Insulator Software. Allpro Technology LLC shall set the price of the Allpro Insulator Software and maintenance in its sole discretion.
(b) Cost of Promotion. All costs relating to the reference of the Allpro Insulator Software by Referral Partner, including, without limitation, costs of promotion, advertising or other business expenses (including credit card processing fees and sales or similar taxes), shall be borne by Referral Partner.
(c) Business Practices. Referral Partner will not: (i) conduct business in any manner that would reflect unfavorably on the Allpro Insulator Software or the name, goodwill and reputation of Allpro Technology LLC; (ii) make any false or misleading representation with respect to Allpro Technology or the Allpro Insulator Software; or (iii) publish or use any misleading or deceptive advertising material relating to Allpro Technology LLC or the Allpro Insulator Software.
(d) Compliance with Law. Referral Partner shall insure at all times that its performance under these Terms and Conditions shall comply with all applicable laws, including without limitation, laws governing email marketing and anti-spam.
3. Compensation.
(a) Referral Fees. Subject to these Terms and Conditions Referral Partner shall receive, as compensation for the referral services hereunder, a fee in an amount equal to ten percent (10%) of Gross Proceeds (with a $1000 maximum per customer) received from sales of software referred by Referral Partner to End Users (the “Referral Fee”) located in the United States and Canada. For orders that have an Allpro Insulator order total of $5,000 or less, the referral commission you earn will be 10% of the sale. For orders that have an Allpro Insulator order total over $10,000, the referral commission you earn will be $1000. The Referral Fee shall be limited to initial purchases paid by an End User as well as any additional purchases made within 90 days of the original purchase (so long as these Terms and Conditions is in effect). Any purchases and fees paid by an End User after such End User’s Fee Period shall not accrue Referral Fees. Referral Fees will not be paid to Referral Partner, or organizations, who use the Partner Program as a means to obtain licenses at a discounted rate for their own or company use. Allpro Technology LLC will not honor transactions that are believed to be manipulative or otherwise disingenuous in nature. In the event that multiple Referral Partners submit the same End User, the Referral Partner that the End User identifies on the first registration will be credited.
(i) “Gross Proceeds” means the cash proceeds actually received and collected by Allpro Technology LLC for all sales of Allpro Insulator Software licenses to End Users referred by Referral Partner (as confirmed by their referral email) located in the United States and Canada less returns and credit card processing fees and sales or similar taxes. Gross Proceeds shall include initial Allpro Insulator sales as well as any additional purchases made within 90 days of the original purchase (so long as these Terms and Conditions is in effect). Additional license purchases, upgrade purchases, support fees, Allpro Cloud Services subscription fees, Custom Reporting Services, and service fees do not qualify for referral compensation. Referral compensation will not be paid for any prospects that currently exist in Allpro Technology LLC’s prospect database. Referral Compensation may not apply if the purchaser receives standard discounts for being a member of specific contractors clubs. Gross Proceeds does not include third-party “plug-ins”.
(b) Payment. Allpro Technology LLC shall collect payments directly from End Users and shall pay to Referral Partner the applicable Referral Fee in accordance with Allpro Technology LLC’s then-standard payment schedule (currently calculated monthly, with checks processed on the 15th of each month, paying referral compensation for the previous month’s sales.
(c) Tracking; Records and Inspection Rights. All leads are to be sent to Allpro Technology LLC via email.
Allpro Technology LLC will verify that the lead is not already in their system. After lead verification, the Referral Partner will receive an email indicating whether or not the lead has been associated with their account.
Allpro Technology LLC only tracks active leads who have been introduced to the Allpro Insulator Software from the Referral Partner. All leads are to expect a call or email from Allpro Technology LLC. Referral Partner shall establish sales tracking procedures sufficient for Referral Partner to unambiguously distinguish sales of the Allpro Insulator Software to End Users. Referral Partner shall make and keep full and accurate books and monthly records currently updated with respect to sales and licenses of the Allpro Insulator Software. Referral Partner shall report such data to Allpro Technology LLC from time to time, as may be requested by Allpro Technology LLC. Referral Partner expressly acknowledges and agrees that transparency and disclosure of records relating to sales of products and materials is a material part of these Terms and Conditions. Allpro Technology LLC reserves the right to accept or reject any End User or prospective customer. If disputes arise regarding attribution of sales generated through the Allpro Insulator Software or calculation of the Referral Fee the Parties agree to first resolve any such dispute mutually and second through other methods (i.e. litigation, mediation or arbitration).
4. Maintenance and Service Obligations.
Referral Partner shall remain responsible for servicing and maintaining its own products and services and Allpro Technology LLC shall have no obligation to provide any such service to Referral Partners. Allpro Technology LLC will provide servicing and maintenance for the Allpro Insulator Software.
5. Proprietary Information and Non-Disclosure.
(a) Ownership. All rights, titles and interest in and to the Allpro Insulator Software, including without limitation intellectual property embodied in the Allpro Insulator Software, are and shall at all times remain the property of Allpro Technology LLC or Allpro Technology LLC’s licensors as the case may be. Referral Partner shall do nothing inconsistent with Allpro Technology LLC’s ownership of the Allpro Insulator Software, including any attack on the validity of the intellectual property or Allpro Technology LLC’s title thereto. All goodwill accrued through use of the Allpro Insulator Software by Referral Partner and its employees and agents shall inure to the benefit of Allpro Technology. Referral Partner acknowledges that nothing in these Terms and Conditions shall give Referral Partner any right, title or interest in the Allpro Insulator Software or any other intellectual property of Allpro Technology. Allpro Technology LLC reserves all rights not specifically granted in these Terms and Conditions.
(b) Confidential Information. Referral Partner acknowledges that, from time to time, it may be exposed to certain information concerning Allpro Technology LLC, the Allpro Insulator Software, and the terms of these Terms and Conditions, that may be Allpro Technology LLC’s confidential and proprietary information and that are not generally known to the public (“Confidential Information”). Referral Partner agrees that it will take appropriate steps to protect such Confidential Information from any unauthorized disclosure, that it will not disclose such Confidential Information to any third party, and that it will not use any Confidential Information (other than as authorized by these Terms and Conditions) without the prior written consent of Allpro Technology LLC. Referral Partner’s obligations with respect to Confidential Information shall continue for five (5) years from the date of termination of these Terms and Conditions or termination of Referral Partner Status. Referral Partner will only disclose such Confidential Information to its employees who have a need to know such Confidential Information and acknowledges that it shall be solely responsible to ensure that all of its employees and agents abide by its duties of confidentiality as set forth herein.
6. Indemnification.
Referral Partner will defend and indemnify Allpro Technology LLC and its managers, members, officers, directors, equity owners, affiliates, employees, representatives and agents (the “Allpro Technology LLC Indemnified Parties”) against and hold the Allpro Technology Indemnified Parties harmless from any and all losses incurred by the Allpro Technology LLC Indemnified Parties and arising out of (i) the services provided by Referral Partner to any third-party, (ii) any breach by Referral Partner of these Terms and Conditions, (iii) any misrepresentation to any third party regarding Allpro Technology LLC or the Allpro Insulator Software, or (iv) the gross negligence or willful malfeasance of Referral Partner.
7. Term and Termination.
(a) Termination. Allpro Technology LLC may immediately terminate Referral Partner’s participation in the referral program at will, at any time, with or without cause upon notice (oral or written) to Referral Partner.
(b) Consequences. Upon termination of Referral Partner’s participation in the referral program, Referral Partner shall: (i) cease all display, advertising, and use of all materials relating to the Allpro Insulator Software; (ii) promptly return to Allpro Technology LLC all business and marketing information and other tangible property representing Allpro Technology LLC’s Confidential Information or intellectual property rights and all copies thereof; and (iii) erase or delete any such Confidential Information held by Referral Partner in electronic form. Upon termination, only accrued and earned Referral Fees shall be payable and all other payment or compensation obligations shall immediately cease. Allpro Technology LLC shall have the right to offset and/or withhold amounts owed to Referral Partner in the event Referral Partner fails to comply with these Terms and Conditions.
8. General Provisions.
(a) Assignment. Referral Partner’s participation in the referral program, or any part thereof, may not be assigned or subcontracted or by operation of law to any third party whatsoever without the express written approval of Allpro Technology LLC.
(b) Governing Law. These Terms and Conditions shall be governed by, and construed and interpreted only in accordance with the laws of the State of Michigan, without giving effect to any choice or conflict of law provision. Each of the parties to this Agreement irrevocably agrees that the courts of Michigan shall have exclusive jurisdiction to hear and decide any suit, action or proceedings, and/or to settle any disputes, which may arise out of or in connection with this Agreement or its formation or validity and, for these purposes, each party irrevocably submits to the jurisdiction of the courts of Michigan.
(c) Relationship of the Parties. Each Party is acting as an independent contractor and not as an agent, partner, or joint venture of the other for any purpose. Nothing contained herein shall be deemed to create any relationship between the Parties other than that of principal and independent contractor.
(d) Survival. Notwithstanding any termination of Referral Partner’s participation in the referral program, Sections 5 (Proprietary Information and Nondisclosure), 6 (Indemnification), 7(b) (Consequences) and 8 (General Provisions) shall survive and continue to be in effect in accordance with their terms.
(e) Amendments. Allpro Technology LLC reserves the sole right to amend these Standard Terms and/or the referral program at any time, and from time to time in its sole discretion. Your continuing participation in the program will constitute your acceptance of any changes.
(f) Entire Agreement. Referral Partner has read these Terms and Conditions and agrees to be bound hereby and further agrees that it constitutes the complete and entire agreement with respect to the subject matter hereof and supersedes all previous communications, oral or written, between them relating to the subject matter hereof. No representations or statements of any kind made by Allpro Technology LLC that are not expressly stated herein shall be binding on Allpro Technology LLC.
(g) Notices. All notices required or permitted under these Terms and Conditions will be in writing and delivered by courier or overnight delivery services, or by certified mail, and will be deemed given upon receipt. Notice given by email or fax will be valid only upon acknowledgment of receipt by recipient in writing or by email or fax. Notices to Referral Partner shall be delivered to the address set forth on Application and Notice to Allpro Technology shall be delivered to the address set forth on Allpro Technology LLC’s website.
(h) REMEDIES; WAIVER. ALLPRO TECHNOLOGY LLC SHALL NOT BE LIABLE FOR INDIRECT OR ACCIDENTAL DAMAGES (LOSS OF REVENUE, COMMISSIONS, ETC.) DUE TO REFERRAL TRACKING FAILURES, LOSS OF DATABASE FILES, AND ANY RESULTS OF "INTENTS OF HARM" TO THE PROGRAM OR OUR WEBSITE. ALLPRO TECHNOLOGY LLC DOES NOT MAKE ANY EXPRESSED OR IMPLIED WARRANTIES WITH RESPECT TO THE REFERRAL PROGRAM AND/OR PRODUCTS SOLD AT THIS SITE. ALLPRO TECHNOLOGY LLC MAKES NO CLAIM THAT THE OPERATION OF THE REFERRAL PROGRAM AND OUR WEBSITE WILL BE ERROR-FREE. ALLPRO TECHNOLOGY LLC WILL NOT BE HELD LIABLE UNDER ANY CIRCUMSTANCE FOR ANY INTERRUPTIONS. ALLPRO TECHNOLOGY LLC WILL ALSO NOT BE HELD LIABLE FOR ANY CIRCUMSTANCES FOR ANY INTERRUPTIONS CAUSED BY ACTS OF GOD.
(i) Headings. Headings and section numbers are for convenience and should not be used to interpret these Terms and Conditions.
By pressing the button below and continuing to the sign-up page, you are agreeing to all the terms listed above.