These Referral Terms and Conditions (the “Agreement”) shall govern your participation in the Referral Program (as defined herein) offered by GPL Solutions LLC dba GPL Technologies, a California LLC (“GPL Technologies”). By participating in the Referral Program, you (“Referrer”) agree to these Referral Terms and Conditions. If you do not agree to all of the terms and conditions of this Agreement, you may not participate in the Referral Program. GPL Technologies and Referrer shall each be referred to herein as a “party” and collectively as the “parties.” This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, and communications, whether written or oral.
1. Referral Program. GPL Technologies wishes to enhance the marketing and promotion of the GPL Managed Services by paying for qualified referrals to potential customers to GPL Technologies. Referrer must be an existing customer, partner, or employee or 1099 contractor of GPL Technologies.
2. Referrer Referral Fee. In consideration for Referrer’s performance of the services described herein, and subject to the terms and conditions herein, GPL Technologies will award Referrer Two Hundred and Fifty Dollars ($250) for any Leads that become a Prospect as defined herein and Five Hundred Dollars ($500) for any Prospect that converts to a Customer as defined herein. Referrer is not eligible to earn Referral Fees on GPL Technologies Customer renewals beyond the term of the original contract. Referral Fees will not be paid for Customer payments made for state and local taxes, duties, one-time fees, professional services provided by GPL Technologies or a third party, resale systems, software services powered by a third party, free trials, or proof-of-concept systems.
3. Leads, Prospects, and Customers. “Lead” shall mean any entity or person that Referrer presents to GPL Technologies as a prospective customer of the GPL Platform, in accordance with the instructions and guidelines communicated to Referrer for such purpose. “Prospect” shall mean any eligible Lead that GPL Technologies qualifies for a sales meeting based on the criteria outlined below, with the goal of contracting with said Prospect to become a new, paying customer of GPL Managed Services. The Prospect criteria are as follows:
(1) Timing: The Lead must be actively evaluating services within the next 90 days.
(2) Contact Fit: The Lead’s representative can effectively articulate, influence, and explain the Lead’s decision-making process.
(3) Business Pain: The Lead’s representative can identify a relevant IT business problem.
(4) MDM: The Lead has or is willing to explore the use of GPL Technologies’ systems management tools.
(5) Devices/OS: The Lead is primarily an Apple and/or Windows PC organization.
(6) Collaboration Platform: The Lead utilizes G-Suite/O365 or is open to exploring them as options.
“Customer” shall mean any Prospect that successfully becomes a new, Managed Services customer of GPL Technologies, subject to GPL Technologies’ acceptance of such entity or person as a paying customer, as outlined in section 5 of this Agreement. Previous and existing GPL Technologies customers are excluded as Customers. Leads submitted to GPL Technologies will be done through www.learn.gpltechnologies.com/referral-program, providing the details of each new Lead, including at a minimum the lead company name, web address, primary lead contact name, primary lead contact email address, primary lead contact phone number, or in any other manner communicated to Referrer for this purpose. The acceptance or rejection of Leads is solely at the discretion of GPL Technologies. Leads may be rejected for various reasons, including but not limited to: if the Lead is already a lead, prospect, or customer of GPL Technologies; if the Lead has already been referred; if GPL Technologies does not serve the lead’s indicated industry; or if the Lead is provided by an entity with which GPL Technologies does not intend to engage under this Agreement.
4. Pre-Existing Leads & Prospect Activity. Leads and Prospects with current activity documented in the GPL Technologies customer relationship management system may be excluded from this program. GPL Technologies has the right, at its sole discretion, to determine the eligibility of future leads and prospects referred through this Agreement.
5. Prospect Acceptance or Rejection. GPL Technologies has the right, in its sole discretion, to decide whether or not to enter into an agreement with a Prospect. If GPL Technologies declines to enter into an agreement with a Prospect, or if the Prospect declines to enter into an agreement with GPL Technologies, GPL Technologies will not be obligated to pay any Referral Fee to Referrer.
6. Pricing. GPL Technologies has the exclusive right to establish prices for the GPL Managed Services, determine the terms and conditions of the services, and make any necessary adjustments or discontinue the offering or sale of the GPL Managed Services, without incurring any liability to the Referrer.
7. Referrer Obligations. Referrer’s primary responsibility under this Agreement is to introduce, advocate, promote, and endorse GPL Technologies by participating in the Referral Program. GPL Technologies will only be obligated to compensate Referrer for marketing and promotional activities as outlined in Section 2. Referrer shall not be entitled to payment from GPL Technologies for any other marketing and/or promotional activities.
8. Approval of Advertising. Referrer must use advertising and promotional materials that are supplied or explicitly approved in writing by GPL Technologies. Referrer acknowledges that GPL Technologies is the sole owner of all trademarks and trade names associated with the GPL’s services. Referrer may only use such trademarks and trade names for the purpose of advertising and promoting GPL’s services. Referrer shall not acquire any proprietary or other rights concerning these trademarks, trade names, or other intellectual property of GPL Technologies. Unauthorized use of GPL Technologies’ trademarks or trade names without explicit written approval will be considered a breach of this Agreement and may result in termination.
9. Intellectual Property. For the purpose of this Agreement, “intellectual property” includes, but is not limited to, all tangible and intangible rights associated with works of authorship (including copyrights and neighboring rights), trademark and trade name rights, trade secret rights, patents, designs, algorithms, and other industrial property rights. It encompasses all intellectual and industrial property rights, whether they arise from law, contract, license, or other means, as well as any registrations, applications, renewals, extensions, or other related rights.
10. Relationship between the Parties. Except in the case of GPL Technologies employees, in performing the obligations of this Agreement, Referrer shall operate independently and shall not act as an employee, agent, or joint venturer of GPL Technologies. Referrer shall not have the authority to bind or obligate GPL Technologies in any way. Referrer may not make additional representations and warranties on GPL Technologies’ behalf, including those related to the features, prices, rates, terms, and conditions of GPL Managed Services. This Agreement does not sell, transfer, or assign any right, title, or interest in the services from GPL Technologies to Referrer, as the right, title, and interest shall solely remain with GPL Technologies. Any goodwill generated by Referrer’s marketing of the GPL Platform shall exclusively benefit GPL Technologies.
11. GPL’s Obligations regarding payment of Referral Fees for Leads that become Prospects. Referral Fees owed by GPL Technologies to Referrer for Leads that become Prospects shall be paid by check within forty-five (45) days after the end of the calendar quarter in which GPL Technologies determines the successful qualification of such Leads as Prospects.
12. GPL’s Obligations regarding payment of Referral Fees for Prospects that become Customers. Referral Fees owed by GPL Technologies to Referrer for Prospects that become Customers shall be paid by check within forty-five (45) days after the end of the calendar quarter in which the later of the following occurs: (i) the Customer has completed any applicable acceptance period or similar period, and (ii) six (6) months have elapsed since GPL Technologies received payment from the Customer. Referral Fees will only be due to Referrer upon successful conversion of a Prospect into a non-refundable paid account. Referral fees will not be paid for GPL Technologies Customers in arrears.
13. Tax Reporting. For payments exceeding $600, GPL Technologies is required to issue Referrer, who is not a GPL Technologies employee, an IRS Form 1099-MISC. Referrer must provide the necessary identification information to GPL Technologies upon request, and no payment will be made until the information is provided.
14. Term and Termination of this Agreement. GPL Technologies may terminate the Referral Program and this Agreement at any time for convenience. In the event of termination, GPL Technologies shall only be obligated to pay Referral Fees to Referrer if the qualification conditions for Leads and Prospects, as outlined in sections 11 and 12 respectively, have been met prior to the termination date.
15. DISCLAIMER OF CERTAIN DAMAGES. In no event will GPL Technologies or its officers, directors, employees, agents, representatives, vendors, and contractors be liable for the cost to cover or for any incidental, indirect, special, aggravated, punitive, consequential, or similar damages or liabilities whatsoever. This includes, but is not limited to, loss of data, information, revenue, profit, or business, arising out of or relating to this Agreement or the use or inability to use the GPL Platform, whether arising in fact, law, equity, contract, tort (including negligence as described above), strict liability, under statute, under warranty, or any other theory, even if GPL Technologies has been advised of the possibility of such damages.
17. Confidentiality (not applicable to GPL employees). Both GPL Technologies and Referrer agree not to disclose any confidential information regarding GPL Technologies, Referrer, or any customer to a third party. Both parties acknowledge that any information provided in connection with this Agreement and the performance of services hereunder is considered confidential information. They agree to use such confidential information only for the purposes specified in this Agreement and to treat it with the same level of care as they would their own confidential information, but no less than reasonable care. This obligation applies to information that a reasonable person would understand to be confidential, even if not expressly identified as such. If either party or their sub-agents or employees are legally compelled to disclose such information, they shall provide reasonable prior written notice to allow the other party to seek a protective order or other appropriate remedy, disclose only the limited information required, and use reasonable efforts to obtain confidential treatment for the disclosed information. GPL Technologies and Referrer shall ensure that all employees and sub-agents are aware of this confidentiality requirement in their respective agreements. This section remains in effect even after the termination of this Agreement.
18. Non-Solicitation (not applicable to GPL employees). Referrer agrees that during the term of this Agreement and for a period of one (1) year following its termination, Referrer will not, directly or indirectly, solicit, induce, influence, refer, divert, or participate in the referral, solicitation, or diversion of any GPL customer to switch to or contract for an IT infrastructure offering substantially similar to the services offered by GPL Technologies. This section remains in effect even after the termination of this Agreement.
19. Indemnification. Referrer agrees to indemnify, defend, and hold harmless GPL Technologies and its affiliates, representatives, agents, customers, Referrals, successors, officers, directors, and employees from any and all third-party claims, actions, causes of action, demands, costs, liabilities, expenses, and damages (including reasonable attorneys’ fees and expenses) arising from Referrer’s breach of any provision of this Agreement or any reckless or willful act or omission by Referrer in connection with this Agreement. If a claim is brought against GPL Technologies that may give rise to indemnification by Referrer, GPL Technologies will promptly notify Referrer in writing, providing details of the claim. GPL Technologies will cooperate with Referrer at Referrer’s expense in the defense of any such claim. Referrer may assume the defense of the claim upon written notice to GPL Technologies and will undertake all necessary steps to settle or defend the claim, including employing satisfactory counsel and covering all expenses. GPL Technologies reserves the right to employ separate counsel at its own expense. Referrer will reimburse GPL Technologies for any payments made or losses suffered by GPL Technologies in relation to the claim.
20. Compliance with all Laws. Referrer agrees to perform its obligations described in this Agreement in compliance with all applicable laws, rules, and regulations.
21. Force Majeure. GPL Technologies will not be held liable for any delay or failure to send referral payments if the delay or failure is caused by circumstances beyond GPL Technologies’ reasonable control, including acts of God, strikes, labor disputes, acts of the public enemy, war (declared or undeclared), blockade, revolution, civil commotion, lightning, fire, storm, flood, earthquake, explosion, governmental restraints, embargoes, and the inability to obtain or delay in obtaining governmental approvals, permits, or licenses.
22. Governing Law & Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of the State of California, without regard to any conflict of law principles. The parties agree to submit to the jurisdiction of the state and federal courts located in LA County, Los Angeles for any proceeding arising from this Agreement.
23. Attorney Fees. In any formal action or proceeding to enforce rights under this Agreement, GPL Technologies will be entitled to recover costs and reasonable attorney fees.
24. Amendment. GPL Technologies reserves the right to modify any of the terms and conditions in this Agreement at its sole discretion. Changes will be communicated by posting a change notice or a new agreement on the GPL Technologies website. If any modification is unacceptable to Referrer, Referrer’s only option is to terminate participation in the Referral Program. Continued participation in the Referral Program after the posting of a change notice or new agreement will be considered binding acceptance of the changes.
25. Severability. If any provision of this Agreement is determined to be invalid, illegal, void, or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement will continue to be valid, binding, and enforceable to the fullest extent permitted by law. The invalid or unenforceable provision will be modified to the extent necessary to make it valid, legal, and enforceable while preserving the parties’ original intent.
26. Notices. Unless otherwise specified in this Agreement, any legal notices required or permitted to be sent under this Agreement shall be delivered by email. Notices to GPL should be sent to legal@gpltech.com. Notices to Referrer should be sent to the email address provided by Referrer in the contact information provided to GPL
27. Survival. Any provisions of this Agreement that, by their nature, extend beyond the termination or expiration of this Agreement shall survive such termination or expiration. This includes rights and obligations related to confidentiality, indemnification, and any other provisions intended to survive termination. Referrer may not transfer its rights under this Agreement to another party without the prior written consent of GPL Technologies.