Referral Program Agreement. General Terms and Conditions of the Program.
This agreement describes the general terms and conditions (the “General Terms and Conditions”) applicable to the Referral Program of Tixcon S.A., a company incorporated under the laws of Uruguay (the “Program”) of https://bintelligenz.com/referidos (the “Site” or “Bintelligenz – Referral Program”). Anyone wishing to access and/or use the Site may do so subject to the Terms and Conditions of the Program.
This Referral Agreement (the “Agreement”) is entered into between the user registered on the Site (the “Referrer”) and Tixcon S.A., (“Bintelligenz”) with registered office at Acevedo Diaz 996, Montevideo, Uruguay, (collectively, the “Parties”), as of the date of registration on the Site and acceptance of these Terms and Conditions (the “Effective Date”).
Bintelligenz is the owner of the business intelligence software as a service cloud solution offered on its website www.bintelligenz.com and used in conjunction with Microsoft Licensing (“Product”).
The Referrer has contacts with companies and individuals with potential interest in a business intelligence solution, and has agreed to act as an intermediary in finding customers for Bintelligenz and its products.
The Bintelligenz Referral Program is only available to individuals who have the legal capacity to contract. Ineligible individuals, minors or Bingelligenz Referrals who have been temporarily suspended or permanently banned as users of the Program are not eligible to participate in the Referral Program. In order to register a company as a Referrer, it must have sufficient capacity to contract in the name and on behalf of such entity as well as to bind it under the terms of this Agreement.
The registration form must be completed in all fields with valid information in order to participate in the Bintelligenz Referral Program. The Referrer shall complete it with his/her personal information in an accurate, precise and true manner (“Personal Data”) and undertakes to update the Personal Data as necessary. The Referrer expressly agrees that Bintelligenz may use various means to identify the Referrer’s personal information, and the Referrer undertakes to review and update such information. Bintelligenz is not responsible for the accuracy of your Personal Information. The Recommenders guarantee and are responsible, in any case, for the truthfulness, accuracy, validity and authenticity of their Personal Data.
Bintelligenz reserves the right to request additional proof and/or information to corroborate the Personal Information, as well as to temporarily or permanently suspend those Referrers whose information cannot be confirmed.
The Referrer will access his/her personal account (hereinafter, the “Account”) by entering his/her nickname and chosen personal security key (hereinafter, the “Security Key”). The Referrer agrees to maintain the confidentiality of his or her Security Key.
The Account is personal, unique and non-transferable, and it is prohibited for the same Referrer to register or hold more than one Account. In the event that Bintelligenz detects different Accounts containing matching or related data, Bintelligenz may cancel, suspend or disable such Accounts.
The Referrer shall be responsible for all transactions carried out in his/her Account, since access to the same is restricted to the entry and use of his/her Security Code, which is the exclusive knowledge of the Referrer. The Referrer agrees to immediately notify Bintelligenz by a suitable and reliable means of any unauthorized use of the Referrer’s Account or access by unauthorized third parties to the Referrer’s Account. You may not sell, assign or transfer the Account for any reason whatsoever, unless expressly authorized by Bintelligenz.
Bintelligenz reserves the right to reject any registration request or to cancel a previously accepted registration without obligation to disclose or explain the reasons for its decision and without any right to compensation or damages.
4. Relationship between the Parties
This agreement does not create any partnership, agency, franchise or employment relationship between Bintelligenz and the Referrer. The Parties agree that the Referrer in this Agreement is an independent contractor where the Referrer provides the services hereunder and acts as an independent party. In no event shall the Referrer be considered an employee, and this Agreement does not create any other association between the Parties.
The Parties shall at all times be independent contractors, and nothing under this Agreement shall imply an employment, fiduciary, agency or any other type of relationship between the Parties. The Referrer (and its employees or agents) will not have any of the benefits that Bintelligenz provides to its employees, such as insurance, earnings or retirement benefit schemes.
5. Privacy of Information.
6. Responsible for the processing of Personal Data.
Bintelligenz shall be responsible for the processing of the Personal Data provided by the Referrer on the Site, or collected or processed on the Site.
All terms and conditions of this Agreement and any materials provided during the term of the Agreement must be kept confidential by Bintelligenz and the Referrer, unless disclosure is required by court order. The Referrer shall not be entitled to use any information provided to it, even after the conclusion of the Agreement for a period of two (2) years for purposes outside the purpose of this Agreement. Disclosure or use of this information for any purpose beyond the scope of this Agreement, or beyond the exceptions set forth above, is expressly prohibited without the prior consent of Bintelligenz.
This Confidentiality section shall remain in effect regardless of the fact that the Agreement is terminated. Referrer must not use Bintelligenz information for advertising or any other promotional activity without Bintelligenz’s written consent. Referrer shall not use any intellectual property provided to it by Bintelligenz without prior written consent.
8. Payment and Fees
The Parties agree that the Referrer shall receive US$1,000 (one thousand U.S. dollars) as a commission per successful referral to Bintelligenz. A company or individual referred by the Referrer to bintelligenz after the Referrer has signed a Licensing Agreement for the bintelligenz solution will be considered a Successful Referral Customer. Bintelligenz will send a monthly update (to the email address provided by the Referrer in its registration) to the Referrer on the status of each of its referred leads, detailing those who are actually Customers and have a signed Licensing Agreement. The Parties agree that upon notification from a Customer with a signed contract by Bintelligenz, the Referrer will provide an invoice to Bintelligenz for its Services.
The Parties agree that the means of payment will be through the Payoneer platform (www.payoneer.com) or through bank transfer to the account designated by the Referrer. The selection of the payment method through which to collect commissions will be made by email to email@example.com by the Referrer to Bintelligenz.
The Referrer shall be responsible for complying with all local, national and foreign laws, rules and regulations, including without limitation the reporting and payment of taxes, social security taxes, and/or any other contributions related to the provision of Services and payments received under this Agreement. The Referrer shall be responsible for all taxes, fees and assessments, and their payment, without limitation, including penalties and interest, on payments received under this Agreement. For purposes of this Agreement, “tax” shall mean any tax, fee, levy, contribution, contribution, rate, fee or charge, including without limitation sales, use, value added, import or export, withholding or similar tax, and any penalty, surcharge or interest associated with the foregoing.
This Agreement shall become effective on the date of registration and acceptance of these Terms and Conditions (the “Effective Date”) and shall be effective for a term of twelve (12) months. At the end of the term of the Agreement, this Agreement will not automatically renew for a new term.
This Agreement may be terminated in the event of the following occurrences: (i) Immediately in the event of a breach of this Agreement by either Party, or (ii) At any time by written notice (to the email addresses mentioned herein and/or the email address used by the Referrer during registration) to the other party.
12. Sanctions. Account Suspension
Without prejudice to any other measures, Bintelligenz may warn, temporarily suspend or permanently disqualify a Referrer’s Account, initiate any action it deems appropriate and/or suspend the Referrer’s participation in the Program and terminate this Agreement if (a) you violate any law or any of the provisions of the General Terms and Conditions and other Bintelligenz policies; (b) if it fails to comply with its commitments as a Recommender.
13. Responsibility. Limitation of liability
Bintelligenz shall not be liable for the Data provided by the Referrer. The Referrer acknowledges and agrees that he/she is solely responsible for the information uploaded and/or actions taken on the Site, and that he/she is authorized by the organization and/or company being referred to provide his/her contact information to Bintelligenz.
Under no circumstances shall either Party be liable for any indirect, special, consequential or punitive damages (including lost profits) arising out of or relating to this Agreement or the transactions contemplated by this Agreement (whether for breach of contract, tort, negligence or other form of action) where it does not relate to the direct result of a Party’s negligence or breach.
The Parties agree not to indemnify and hold each other harmless. This also applies to their affiliates, agents, officers, employees and/or successors. The Parties further agree to assign against all (if any) claims, liabilities, damages, losses, losses, penalties, punitive damages, expenses, reasonable legal fees and/or costs of any kind or any amount that may arise. This includes, but is not limited to, any amounts that may result from the negligence or breach of this Agreement by the indemnified party, its successors and assigns occurring under the terms of this Agreement.
This section shall remain in full force and effect, as well as in effect, even after natural termination of the Agreement or early termination by either Party.
Referrer shall hold Bintelligenz, its officers, directors, officers, successors, successors, administrators, representatives and employees harmless from any claims brought by other users, third parties or any Agency in connection with its activities on the Site, its compliance and/or non-compliance with the General Terms and Conditions or other Policies, as well as with respect to any violation of any laws or rights of third parties.
15. Modifications to the agreement
Bintelligenz may modify these General Terms and Conditions at any time by posting the modified terms on the Site. All amended terms shall become effective 10 (ten) days after their publication. Such changes will be communicated by Bintelligenz to the Referrer at the email address that the Referrer has declared to be associated with his or her user profile. Any Referrer who does not agree with the modifications made by Bintelligenz may request termination of his or her Account and termination of this Agreement. Registration and/or use of the Site implies full acceptance of these General Terms and Conditions.
Any determination that any provision of this Agreement or any application thereof is invalid, illegal or unenforceable in any respect in any instance shall not affect the validity, legality and enforceability of such provision in any other instance, or the validity, legality or enforceability of any other provision of this Agreement.
17. Legends and section headings.
The headings and titles of sections and paragraphs used in this Agreement are inserted for convenience only and shall not affect the meaning or interpretation of this Agreement.
18. Intellectual Property. Links
Bintelligenz reserves all rights, including intellectual and industrial property rights, associated with the Services, its website, the contents of its screens, programs, databases, networks, codes, development, software, architecture, hardware, content, information, technology, integration phases, functionalities, domains, files that allow the Referrer to access and create its Account, trademarks, patents, copyrights, industrial designs and models, trade names, among others, and declares that they are protected by applicable national and international laws.
In no case shall it be understood that the Recommender shall have any kind of right over them. Any improper or unlawful use of Bintelligenz’s intellectual property rights or reproduction in whole or in part is prohibited without the express written permission of Bintelligenz.
Jurisdiction and Applicable Law; Legal Fees.
This agreement shall be governed in all respects by the laws in force in Uruguay. Any controversy arising from this agreement, its existence, validity, interpretation, scope or compliance, shall be submitted to the jurisdiction of the ordinary courts of the City of Montevideo. If any legal action or injunctive relief is brought because of a breach or alleged breach hereof, the prevailing party in any final judgment shall be entitled to the full amount of all reasonable expenses, including all court costs and actual attorneys’ fees paid or incurred in good faith.