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Referral Program Terms and Conditions

https://www.scorpion.co/referral-program/

These Terms and Conditions (“Terms”) and the Referral Program (as defined below) are effective as of August 8, 2022, (the “Effective Date”) and through December 31, 2023.

The Scorpion Referral Program (“Referral Program”) allows current Scorpion Enterprises, LLC (“Scorpion”) customers who have contacts in Scorpion identified industries (“Referrers” or “you”) to earn rewards for finding potential customers for Scorpion Products and Services, subject to these Terms;

1. DEFINITIONS 

1.1 "Confidential Information" means any non-public information that relates to the actual or anticipated business, research, or development of Scorpion and any proprietary information, trade secrets, and know-how of each Party that is disclosed to the other Party, directly or indirectly, in writing, orally, or by inspection or observation of tangible items. Confidential Information includes, but is not limited to, research, product plans, products, services, customer lists, development plans, inventions, processes, formulas, technology, designs, drawings, marketing, finances, and other business information. Confidential Information shall include the terms of this Agreement. Confidential Information disclosed by each Party is the sole property of the disclosing Party.

1.2 “Customer Fees” means the fees determined by Scorpion in its sole discretion and charged to a Referred Customer for Scorpion Products and Services.

1.3 “Ideal Customer Profile” means a customer whose business: 1) is fully supported by the Scorpion system in the USA as determined in Scorpion’s sole discretion; 2) not previously submitted in the last 6-months; 3) not had any outreach and/or communication with a Scorpion sales team member within the last sixty (60) days; and 4) not a previous or existing Scorpion client looking to add additionally owned businesses and/or expand their service to an additional franchise or a sister location.

1.4 “Live Customer” means a Referred Customer who has purchased one or more Licenses and who, three (3) months after Launch of their Website has an account in good standing.

1.5 “Referred Customer” means a customer that meets the Ideal Customer Profile and was brought to Scorpion’s attention through the Referral Program and sold one (1) or more Scorpion Products and Services, and that, in Scorpion’s sole judgment, satisfies the following conditions:

  • (a) The customer must have been submitted into the Referral Program by submission through the Referral Program website or by other means identified there;
  • (b) The customer cannot be an existing customer or a previous customer of Scorpion;
  • (c) The customer cannot be in the Sales Process at the time of the referral or during the prior sixty (60) days;
  • (d) The customer must not have been previously submitted to the Referral Program by you or another party during the prior six (6) months;
  • (e) The customer must not have been submitted to any other discount or incentive program operated by Scorpion or a referral of such customer otherwise compensated;
  • (f) The customer must purchase one (1) or more Scorpion Products and Services within sixty (60) days of attending the demo that was booked as a result of the formal referral submission, and
  • (g) The customer cannot be a “self-referral” which is defined as a referral from the Referrer’s own business and/or an affiliate and/or the Referrer is an employee of the referred business.

1.6 “Sales Process” means the communications and processes in which Scorpion engages a potential customer with the intention to sell Scorpion Products and Services.

1.7 “Scorpion Products and Services” means the products and services offered by Scorpion, including, but not limited to those described on the Scorpion Site.

1.8 “Scorpion Site” means www.Scorpion.com or any subdomain or other site controlled by Scorpion where it offers the Scorpion Products and Services, and all successors to such sites.

2. OBLIGATIONS; EXCEPTIONS AND EXCLUSIONS

2.1 Referral Program Obligations. Neither party has any obligation to perform in the Referral Program. Scorpion reserves the right to refuse to sell Scorpion Products and Services to any person for any reason. In addition, Scorpion in its sole discretion may cease selling Scorpion Products and Services at any time to any customer including those referred by Referral Company for any reason in accordance with Scorpion’s agreements with those customers.

2.2 Referral Rewards.

  • 2.2.1. $500 Attended Demo Reward. For each referral that meets the Ideal Customer Profile and schedules and attends a demo with Scorpion within forty-five (45) days of the latest sales activity prompted by the referral submission in accordance with these terms, Scorpion will provide your Scorpion account with a one-time credit of $500.00.
  • 2.2.2. New Customer Reward.
  • 2.2.2.1 Scorpion Agreement Equal to or Greater Than $1000 in Monthly Recurring Revenue. In addition, you will be eligible to receive a one-time credit for each Referred Customer that becomes a Live Customer who enters into a Scorpion agreement for a monthly Scorpion charge (excluding paid advertising) equal to or greater than $1000.00/month shall result in you receiving an additional $2,000.00 credit once the Referred Customer has made three (3) monthly payments and provided their account is in good standing.

2.3 Billings and Payments. Scorpion will be responsible for billing customers for the use of Scorpion Products and Services, collecting payments and calculating amounts payable with respect to the Referral Program. Scorpion will not be required to provide any Referred Customer information to you in support of any such calculation.

3. REPRESENTATIONS AND WARRANTIES. By participating in the Referral Program, you represent and warrant that: (a) you have the full right, power and authority to do so and to enter into these Terms and to perform your obligations hereunder; (b) our participation in the Referral Program does not and will not conflict with or result in a breach (including with the passage of time) of any other agreement to which you are a party; and (c) these Terms constitute you valid and binding agreement and are enforceable against you (except as may be limited by public policy or creditors’ rights generally).

4. INDEMNIFICATION. You will indemnify, defend, and hold harmless Scorpion and its directors, officers, and employees from and against all taxes, losses, damages, liabilities, costs, and expenses, including attorneys’ fees and other legal expenses, arising directly or indirectly from or in connection with: (a) any failure by you to participate in the Referral Program in accordance with all applicable laws, rules, and regulations, (b) any violation or claimed violation of a third party’s rights resulting in whole or in part from Scorpion’s use of your work product under these Terms; or (c) from your failure to be classified as an independent contractor with respect to the Referral Program.

5. DISCLAIMER OF WARRANTIES. SCORPION MAKES NO REPRESENTATIONS OR WARRANTIES TO REFERRER WITH RESPECT TO THE SCORPION PRODUCTS AND SERVICES, INCLUDING ANY WARRANTY OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.

6. LIMITATION OF LIABILITY. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES, WHETHER UNDER TORT, CONTRACT OR ANY OTHER THEORY, EVEN IF SUCH PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS DESCRIBED HEREIN, IN NO EVENT SHALL EITHER PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS AND THE REFERRAL PROGRAM EXCEED $2,500.00 FOR EVERY REFERRED CUSTOMER.

7. TERM AND TERMINATION

7.1 Term. These Terms and the Referral Program shall commence on the Effective Date and shall continue through December 31, 2023.

7.2 Termination. Without prejudice to any other right or remedy available at law or in equity in respect of any event described below, the Referral Program may be terminated by Scorpion at any time and without penalty. Such a termination will not relieve Scorpion of liability for payment of referral rewards payable prior to termination.

8. DISPUTE RESOLUTION

8.1 Arbitration. Except as set forth in Section 8.4 below, any dispute or controversy arising out of, relating to, or concerning any interpretation, or concerning any interpretation, construction, performance, or breach of these Terms, will be settled by arbitration to be held in Los Angeles, California in accordance with the rules then in effect of the American Arbitration Association. The arbitrator may grant injunctions or other relief in the dispute or controversy. The decision of the arbitrator will be final, conclusive, and binding on the Parties to the arbitration. Judgment may be entered on the arbitrator's decision in any court having jurisdiction.

8.2 Arbitration Fees. In the event of any arbitration the Parties hereto arising from or related to a party's performance or breach of these Terms, the prevailing party shall be entitled to and shall receive, in addition to any relief granted by the arbitrator, their reasonable attorneys' fees and other costs and expenses incurred in prosecuting or opposing the prosecution of such action. Further, if any action at law or in equity is necessary to enforce or interpret the terms of these Terms, the prevailing party shall be entitled to reasonable attorneys' fees, costs and necessary disbursement, in addition to any other relief to which the party may be entitled.

8.3 Waiver or Right to Jury Trial. This arbitration clause constitutes a waiver of each Party’s right to a jury trial for all disputes relating to all aspects of these Terms and the Referral Program.

8.4 Equitable Remedies. The Parties may apply to any court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary, without breach of these Terms and without abridgment of the powers of the arbitrator.

8.5 Consideration. Each party's promise to resolve claims by arbitration in accordance with the provisions of these Terms, rather than through the courts, is consideration for the other party's like promise.

9. MISCELLANEOUS

9.1 Nonassignment and No Subcontractors. Neither these Terms nor any rights under these. Terms may be assigned or otherwise transferred by you, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of Scorpion. Subject to the foregoing, these Terms will be binding upon and will inure to the benefit of the parties and their respective successors and assigns. Any assignment in violation of the foregoing will be null and void.

9.2 Waiver. Any waiver of the provisions of these Terms by Scorpion or of Scorpion’s rights or remedies under these Terms must be in writing by Scorpion’s legal department to be effective.

9.3 Severability. If any term, condition, or provision in these Terms is found to be invalid, unlawful, or unenforceable to any extent, the parties will endeavor in good faith to agree to amendments that will preserve, as far as possible, the intentions expressed in this Agreement.

9.4 Governing Law. The internal laws of California, but not the choice of law rules, govern this Agreement.

9.5 Headings. Headings are used in these Terms for reference only and will not be considered when interpreting this Agreement.

9.6 Notices. All notices, approvals, consents, waivers, and other communications under these Terms must be in writing and will be deemed to have been given when (a) in the case of Scorpion, when received, if sent by a nationally recognized overnight delivery service or U.S. mail to 27750 Entertainment Drive, Valencia, CA 91355 re: Corporate Marketing Department Referral Program; or (b) in the case of Referrer, when sent by email to the addresses, facsimile numbers and/or email addresses provided with submission of the Referred Customer to which the communication relates or to such other addresses, facsimile numbers or email addresses as a party may designate by notice to the other party from time to time.

9.7 Independent Contractors. The relationship between the parties is that of independent contractors. Nothing in this Agreement shall be deemed to create an employment, partnership, joint venture or agency relationship between the parties.

9.8 Entire Agreement. These Terms represent the complete agreement of the parties, supersedes all prior discussions, communications and agreements between the parties with respect to the subject matter hereof, and cannot be amended or modified except in a writing signed by both parties.