Onde R&D LLC Referral Program Terms and Conditions
These terms and conditions (“Program Terms”) govern the Onde Referral Program (the “Program”) for all participants.
1. (a) Onde will make all determinations regarding participation in the Program. Onde may terminate any participant from the Program or cancel the entire Program at any time for any reason by giving written notice to participants.
(b) An individual is not eligible to participate in the Program if he or she works for an employer which has a contractual compensation arrangement with Onde other than these Program Terms or is an Onde employee who is paid commissions.
(c) An individual is eligible to participate in the Program only if he or she is an Onde client with an active company panel.
(d) Onde will not double-pay for referrals. A business that has a contractual compensation arrangement with Onde will be compensated only under these Program Terms if it submits a referral as part of the Program.
(e) Acceptance of these Program Terms will terminate any previously executed Affiliate Agreement between the participant and Onde.
(f) Onde can refuse an individual in participation in the Program without giving specific reasons.
2. (a) Onde shall add $5000 to the company’s account or set up a marketing program for $5000 on any platform (Facebook, Instagram, Google Ads or Snapchat) for each new client. Once a referral becomes a successful referral (as defined in section 13 of these Program Terms), Onde will compensate a participant for the customer’s account within 30 days.
(b) Onde is not required to give specific reasons why a particular referral has not been deemed a qualified or successful referral, or to make these decisions within a specific timeframe.
3. Independent Contractor. No participant is authorized to act on Onde’s behalf. The participant hereby acknowledges that Onde does not direct it how to perform its obligations. Nothing in these Program Terms will be construed to create a joint venture, employer-employee relationship, partnership, or association between Onde and the participant.
4. The participants shall not use any trademarks, copyrighted materials, patents, names, logos or other intellectual property owned or licensed by Onde, except as they may be included in materials provided by Onde.
5. The participant shall indemnify Onde and its representatives against any claims arising from its participation in the Program. This obligation includes court costs and attorney’s fees.
6. Warranty Disclaimers; Limit of Liability.
(a) Participation in the Program is at the participant’s own risk. Onde provides the program “as is” without warranty of any kind, express or implied.
(b) In no event will Onde be liable for incidental or consequential damages or for loss of profits, revenue, or data as a result of claims arising out of or connected with these program terms or the program, whether brought in contract or tort, even if Onde has been advised of the possibility of such damages. This limitation does not apply to amounts owed under section 2 of these Program Terms.
7. Onde may change the Program Terms at any time by providing notice to the participant. Participation in the Program at any time after Onde provides this notice will constitute acceptance of the changes.
8. Onde may give notice under this agreement in any reasonable manner, including by email using the email address submitted with the referral via the website or the email.
9. Governing Law; Jurisdiction. These Program Terms are governed by the laws of Estonia. The parties hereby consent to the exclusive personal jurisdiction of the courts in Estonia and waive any objection as to venue or inconvenient forum.
10. Onde may assign its rights and obligations under this agreement to any party. The participant shall not assign its rights or obligations under this agreement without Onde’s written consent.
11. Failure to enforce a right or provision under this agreement does not constitute a waiver of that right or provision.
12. If a participant designates a referral email address that has previously opted out of receiving marketing emails from Onde, the participant will be advised that the email address is not eligible to be sent a Program email.
13. In this agreement, the following definitions apply.
“qualified referral” means a business which (1) a participant submits as a referral using Onde’s referral submission form at the website or sent via email; (2) is not a current, pending or customer of Onde, based on the date the referral is submitted; (3) is not the participant’s employer; (4) has a personal connection to the participant; and (5) is willing to discuss purchasing a white label platform for ride-hailing / taxi.
“successful referral” means a qualified referral which (1) purchases any Onde’s white label plan mentioned at https://onde.app/white-label no more than 12 months after the referral was submitted.
Version 1.1 January 15, 2020