Referral Program Terms

PATLive may, from time to time, offer the opportunity for customers to refer friends and family to PATLive and provide the referring customer with an incentive as a “thank you” for the referral (the “Referral Program”). By referring potential customers to PATLive, you are participating in the Referral Program and agree to use the Referral Program in the manner specified in these Terms (“Terms”, also called the “Agreement”). If you do not agree to these Terms in their entirety, you are not authorized to become a Referrer (defined below) or participate in the Referral Program in any manner. You may not participate in the Referral Program where doing so would be prohibited by law. If you are also a customer of PATLive, our relationship is also governed by our Terms of Use and Privacy Policy, available at www.patlive.com.

These terms may be updated periodically at our discretion. We might also choose to replace these terms in their entirety if, for example, the Referral Program changes or ends. If we update or replace the terms we will let you know via electronic means, which may include an in-app notification or by email. If you don’t agree to the update or replacement, you can choose to terminate as we describe below.

Children. No part of this Referral Program is directed to persons under the age of 18. IF YOU ARE UNDER 18 YEARS OF AGE, PLEASE DO NOT USE OR ACCESS THE REFERRAL PROGRAM AT ANY TIME OR IN ANY MANNER.

Once you refer an individual or a business to PATLive through the Referral Program, using the method defined below, you become the “Referrer”. The individual or business who is referred to PATLive is called the “Referred Customer”. An “Eligible Referrer” is a person who makes a referral under this Referral Program, meets the Eligible Referrer criteria defined below, and who is fully compliant with these Terms. An Eligible Referrer may receive rewards in the form of a credit on the account, a gift card, or other compensation (the “Reward”) for every “Qualified Referral”.

1. Non-Exclusivity – This Agreement does not create an exclusive agreement between you and us. Both you and we will have the right to recommend similar products and services of third parties and to work with other parties in connection with the design, sale, installation, implementation and use of similar services and products of third parties.

2. Eligible Referrers – To be eligible to participate in the Referral Program and receive a Reward(s), the referrer must:
   • Be a current, paying customer (not in a “Free Trial) of PATLive in good standing (not have a past-due balance);
   • Be located in a geographic area where the Referral Program is permitted by law;
   • Be of the age of majority in their state of residence or country; and
   • Not be participating as an affiliate in PATLive’s Affiliate Program.

3. Qualified Referrals – A Qualified Referral means that all of the following conditions are met:
   • The Referred Customer’s identifying information (name, email, phone number, or URL) were provided to us by an Eligible Referrer using the method of referral defined below;
   • The Referred Customer was not a current or past customer of PATLive at the time that their information was provided to PATLive by the Eligible Referrer;
   • The Referred Customer is not an affiliate participating in PATLive’s Affiliate Program;
   • The Referred Customer has received and paid their first statement covering one full month’s of services (typically completed within 10 days of converting from a “free trial” status to a paid customer status); and
   • The Referred Customer is not suspected of fraud or abuse, as determined solely by PATLive’s discretion.

4. Making A Referral – To refer a potential customer through the Referral Program, an Eligible Referrer must submit their referral via PATLive’s website at www.patlive.com/referrals prior to the Referred Customer signing up for any services, including a free trial, with PATLive. An Eligible Referrer may also call PATLive’s customer support and provide the information to a PATLive agent via phone. All information submitted to PATLive will become property of PATLive, but will not be shared to other third-parties except for use in third-party tools controlled by PATLive for the purpose of marketing or communications. Under no circumstances will PATLive sell any data collected to third-parties.

5. Earned Rewards – All Eligible Referrers, Referred Customers and Rewards are subject to verification. PATLive may delay a Reward for the purposes of investigation. PATLive may also refuse to verify and process any transaction that PATLive deems, in its sole discretion, to be fraudulent, suspicious, in violation of these Terms, or believes will impose potential liability on PATLive, its subsidiaries affiliates or any of their respective officers, directors, employees, represents and agents. All of PATLive’s decisions are final and binding, including decisions as to whether a Qualified Referral or Reward is verified. Once verified, and after all applicable time frames have passed (including the issuance and payment of a Referred Customer’s first bill for a full month of service), PATLive will issue the Reward without further request or requirement of the Referrer or Referred Customer. If the Reward is a credit on a customer account, the credit shall be issued within fourteen (14) days of the completion of the verification. Credits placed on a customer account may ONLY be used to offset charges incurred by the Referrer or Referred Customer and cannot be paid out directly. If a Reward amount exceeds the balance owed by the customer, the account will have a negative balance that may be applied toward future bills. If a Referrer or Referred Customer cancels services with PATLive, they forfeit the right to any unapplied Reward credits paid through the Referral Program.

6. Prohibited Behavior, Generally – Participants in the Referral Program agree not to:
   • Violate applicable law;
   • Infringe the intellectual property rights of PATLive;
   • Collet or store personal data about other customers or potential customers of PATLive, other than the data submitted through PATLive’s method of referral, defined above;
   • Impersonate any person or otherwise misrepresent their identity;
   • Impersonate PATLive or represent or imply that they are employed by or an agent of PATLive;
   • Attempt to gain unauthorized access to the Referral Program;
   • Transmit any files that contain viruses, worms, Trojan horses, or any other contaminating or destructive features; or
   • Conduct any illegal activity or solicit the performance of any illegal activity that infringes the rights of others;

7. Fraud and Suspicious Behaviors – PATLive may prohibit participation in the Referral Program if, in its sole discretion, it determines that an individual is attempting to undermine the fairness, integrity or legitimate operation of the Referral Program in any way by cheating, hacking, deception, or any other unfair playing practices of intending to annoy, abuse, threaten or harass any other users or representatives of PATLive. Participants in the Referral Program may not receive any form of compensation, kick-back, commission or reward, in any form, from other individuals or businesses in connection with the Referral Program, including any compensation from a Referred Customer. Use of any automated system, script, or macro to participate is strictly prohibited and will result in disqualification. Individuals should only submit information to PATLive for potential Referred Customers that they personally know or have contacted, and under no circumstances should submit information of potential Referred Customers for individuals or businesses for which they have no relationship. This includes obtaining or buying lists of contact data for persons or businesses unknown to You. You may not enter with multiple or fake email addresses or accounts, use fictitious entities or use any system, bot or other device or artifice to participate in the Referral Program or receive a Reward. PATLive reserves the right to disqualify any participant and/or cancel any Reward(s) if they find a participant is tampering with the entry process or the operation of the Referral Program or violating these Terms.

8. Not Eligible for Affiliates – Individuals or Businesses, and their employees, who are participating in the Affiliate Program, are not eligible to participate in the Referral Program. Customers who were referred through an Affiliate are eligible for participation in the Referral Program provided they meet all other qualifications contained within these Terms.

9. Term – This Agreement will apply for as long as you participate in the Referral Program, until terminated.

10. Termination – Without Cause. Either party may terminate the Referral Program, or participation in the Referral Program, without cause at any time by written notice to the other. With Cause. We may terminate your participation in the Referral Program for cause: (i) upon thirty (30) days’ notice to you of a material breach if such breach remains uncured at the expiration of such period, (ii) upon fifteen (15) days notice to you of non-payment of any amount due to us if such amount remains unpaid at the expiration of such period, (iii) immediately, if you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, (iv) immediately, if you breach the terms applicable to your Services with us (if you have Services with us), including if you default on your payment obligations, or are suspected of abuse or fraud of the Referral Program (v) immediately, if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.

11. Effects of Termination – If this Referral Program is terminated for any reason, you will be ineligible to receive any future Rewards for referrals, even if they were submitted prior to the termination. You will retain any Reward credits on your account, provided they were not obtained through any fraudulent or suspicious behavior. PATLive reserves the right to revoke Rewards if, in its sole discretion, it determines you obtained those Rewards in a manner that violates the Terms of this Referral Program.

12. Confidentiality – As used herein, “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), (i) whether orally or in writing, that is designated as confidential, and (ii) PATLive customer and prospect information, whether or not otherwise designated as confidential. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party or (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party. The Receiving Party shall: (i) protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses with its own confidential information, but in no event less than reasonable care, (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information of the Disclosing Party to any third party, and (iv) limit access to Confidential Information of the Disclosing Party to its employees, contractors and agents. The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process.

13. Relationship of Parties – You acknowledge and agree that the relationship arising from this Referral Program does not constitute a general agency, joint venture, partnership, employee relationship or franchise between us and that you are an independent contractor with respect to the services you perform pursuant to the Referral Program. All expenses incurred by you in connection with your efforts to market the Services offered hereunder will be entirely your responsibility. PATLive will not in any way be responsible or liable for such expenses. You will be responsible for payment of all taxes or other fees due as a result of PATLive’s payment of commissions to you.

14. Sales by PATLive – This Agreement shall in no way limit our right to sell our Services, directly or indirectly, to any current or prospective customers, including prospective customers via the internet.

15. Trademark -During the term of this Agreement, in the event that we make our trademark available to you, you may use our trademark as long as you follow the usage requirements in this section. You must: (i) only use the images of our trademark that we make available to you, without altering them in any way; (ii) only use our trademarks in connection with the Referral Program and this Agreement; and (iii) immediately comply if we request that you discontinue use. You must not: (i) use our trademark in a misleading or disparaging way; (ii) use our trademark in a way that implies we endorse, sponsor or approve of your services or products; or (iii) use our trademark in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material.

16. Disclaimer of Warranties and Limitation of Liability – In the event of any defect, failure, modification or discontinuation of the Services or the provision thereof, neither PATLive nor its Providers shall be liable to your or any end user for any actual, direct, indirect, special, incidental, consequential, punitive or any other damages, or for any lost revenue, profits or commissions of any kind, whether or not foreseeable, which are claimed to have arisen therefrom. In no event shall either party be liable to the other party for any special, indirect, consequential or punitive damages, whether or not foreseeable, which are claimed to have arisen from any act or omission of either party in connection with its performance under this Referral Program.

17. Indemnification – You agree to indemnify, defend and hold harmless PATLive, its Providers and their respective officers, directors, employees and affiliates, from and against any loss, claim, action, suit, proceeding, judgment, damage, liability, cost, and expense (including without limitation court costs, legal expenses, reasonable attorney’s fees and allocable cost of in-house counsel) which arise from or are claimed to have arisen from, directly or indirectly, breach of these terms or any act or omission of you, your employees, officers, affiliates, representatives, third parties authorized by you, subagents or contractors in performing activities related to this Referral Program, and you shall receive and respond to all inquiries related thereto.

18. Assignment – PATLive reserves the right to assign this Referral Program to others without your consent. You may not assign your rights or obligations under this Referral Program to any other without the express written consent of PATLive, which will not be unreasonably withheld.

19. Notices – Notices to be given pursuant to this Agreement must be in writing, although electronic means (including email and in-app notifications) are acceptable. If to PATLive, notice shall be provided to:
    
    PATLive
    ATT: Legal
    18117 Biscayne Blvd #2635
    Miami, FL 33160
    [email protected]
    866-664-7220
    
    Notices to you shall be given to the address and/or email address you provided during your application or via an update at a later time. You are responsible for notifying PATLive of any changes to your contact information and PATLive shall not be liable for notices delivered to an invalid/old location.

20. Non-Waiver – No failure by either party to take action on account of any default by the other will constitute a waiver of any such default or of the performance required of the other.

21. Arbitration – Any dispute arising out of or related to this Agreement which cannot be resolved by the parties shall be exclusively submitted for binding arbitration in Tallahassee, Florida in accordance with the Commercial Arbitration Rules of the American Arbitration Association, unless the parties mutually agree otherwise. Notwithstanding the foregoing, should PATLive’s Provider(s) also become a party to the dispute, then you agree that PATLive may allow PATLive’s Provider(s) to dictate the location and arbitrator of the dispute and you agree to submit to the jurisdiction of the forum chosen by PATLive’s Provider(s).

22. Legal Fees and Expenses – If any legal action is brought by either party against the other in connection with a dispute arising under this Agreement, the party in whose favor final judgment is entered shall be entitled to recover from the other party all reasonable attorney’s fees and costs of suit incurred in connection with the action in addition to any other relief that may be allowed pursuant to this Agreement or by law.

23. Controlling Law; Entire Agreement – This Agreement will be governed by and construed in accordance with the domestic laws of the state of Florida. This Agreement is the entire Agreement between us for the Referral Program and supersedes all other proposals and agreements, whether electronic, oral or written, between us. We object to and reject any additional or different terms proposed by you, including those contained in a purchase order, acceptance, website or correspondence.

24. Severability – If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.

25. Summer 2023 Referral Reward Bonus of $5,000 – The Referrer who submits the most amount of Qualified Referrals to PATLive between July 1 and August 31, 2023 will earn an additional Reward of a $5,000 statement credit. The total amount of Qualified Referrals will be tabulated on September 15th, to allow time for Referred Customers in a free trial state to convert to a paid state and become a Qualified Referral. Statement credit shall be issued to the Referrer on or before September 30, 2023.

Last Update: June 30, 2023