Last Updated: Jul 14, 2023
This Spring Free EV Referral Program – For Existing Customers (“Agreement”) is entered into by SF EV, LLC (“Spring Free”) and the referring party executing this Agreement (“you” or “Participant”) and governs the terms of your participation in the Spring Free EV Referral Program – For Existing Customers (the “Program”). You represent and warrant that: (i) you have full legal authority to enter into this Agreement; (ii) you have read and understand the Agreement, and (iii) you agree to the terms of this Agreement. If you do not have legal authority to enter into this Agreement or do not agree to the terms, please do not click to accept this Agreement below.
This Agreement is effective between Participant and Spring Free as of the date Participant electronically accepts this Agreement.
- Promotion Period
This Program starts on July 13, 2023 and ends at 11:59 PM Pacific Time on December 31, 2023 (the “Promotion Period”), and covers referrals submitted through the end of the Promotion Period. For the avoidance of doubt, this means that any Eligible Customers who submit an intake form using a Referrer’s unique URL before the end of the Promotion Period is eligible to be a Participant. This Program is offered by Spring Free.
This Program is available to those individual customers who are existing customers of Spring Free, i.e., that the customer has signed a master lease agreement with Spring Free and has at least one (1) electric vehicle currently deployed (“Customer”), who are in good standing on their Spring Free accounts including being current on all outstanding invoices, and who has completed the referral form located on Spring Free’s website and has received a unique referral URL thereafter, or who otherwise receive an invitation and referral URL to use for referrals (each, a “Referrer”).
Under this Program, the Referrer may market Spring Free’s services to “Eligible Customers” by sharing their individual referral URL. “Eligible Customers” are defined as those fleet managers with a principal place of business in the United States who have been in business for a minimum of twelve (12) calendar months and who have an active fleet consisting of at least three (3) motor vehicles. Eligible Customers cannot be existing Customers of Spring Free and must not have already previously completed and submitted an intake form to become a Customer of Spring Free via Spring Free’s website.
In order for an Eligible Customer to qualify as a “Referred Customer,” the Eligible Customer must satisfy the following steps:
- Click on the unique referral URL received from the Referrer and complete and submit the intake form on that URL before the end of the Promotion Period;
- Complete onboarding within thirty (30) days of submitting the intake form to become a Spring Free Customer, i.e., by signing a master lease agreement with Spring Free and place an order to deploy at least one (1) electric vehicle;
- Remain a Spring Free Customer for at least thirty (30) days after onboarding (this is referred to as the “first billing cycle”).
Referred Customers, together with Referrers, are referred to in these terms as “Participants.”
- Marketing of Spring Free’s Services
A Referrer may share their individual referral URL with Eligible Customers. A Referrer may only market Spring Free’s services to Eligible Customers. A Referrer is permitted to include the referral URL and details of this Program on its own website or marketing materials, including email distributions, as long as (1) either (i) any descriptions of Spring Free’s services or this Program are substantially identical to the descriptions provided by Spring Free on Spring Free’s website or (ii) marketing materials are compliant with any Marketing Guidelines provided by Spring Free in writing, and (2) all marketing efforts compliant with the terms and conditions of this Agreement and all applicable marketing, privacy and data protection laws and regulations. Any email distribution must offer recipients the ability to opt out of future Participant communications and include a link to this Agreement and to the Program’s landing page on Spring Free’s website.
Upon written request by Spring Free, which may be for any reason as determined by Spring Free in its sole discretion, Referrer must promptly cease marketing Spring Free’s services and continued distributions of Referrer’s referral URL.
- Program Incentives
A Referrer will receive a $100 credit on their account for each vehicle deployed by each Referred Customer on their initial order. Spring Free will apply the $100 credit towards the Referrer’s invoice that is dated ninety (90) days after the Referred Customer’s first billing cycle. There is no limit on the number of Referred Customers a Referrer can refer.
Each Referred Customer will also receive a $100 credit on their account for each vehicle they order to be deployed on their initial order. Spring Free will apply the $100 credit towards the Referred Customer’s second invoice (for the period after the first billing cycle) after being onboarded as a Customer.
The credit applied each month will be a separate line item indicated on the invoice and cannot be combined with any other offer or discount. By participating in this Program, each Participant authorizes Spring Free to adjust their monthly invoice(s) as appropriate to account for rewards earned under this Program. A Participant will forfeit their reward if their Spring Free customer account is not in good standing, including if they are late on any invoices or if they default on their corresponding lease agreement. In addition, Participant is solely responsible for ensuring its account information is accurate and current. Spring Free will not be responsible for any payments not received due to Participant failing to provide accurate and complete account information for payment, or any other relevant or required information.
- Prohibited Practices
Each Referrer agrees not to engage in, and Spring Free will not pay any rewards in connection with traffic generated by, any of the following prohibited practices, which include but are not limited to: (1) incentivizing or including offers to pay people for clicking or interacting with Spring Free’s services, (2) artificially or otherwise inappropriately or fraudulently inflating compensable actions by any method or using any device; (3) directly or indirectly permitting or causing any of its systems, employees, agents or contractors to generate artificial clicks; and (iv) violating any law, rule or regulation, or any third-party contract, terms or guidelines. Spring Free reserves the right to review and disqualify, at any time and in its sole discretion, any Participant from participating in this Program if both or either solicited or received the reward in a manner inconsistent with these Program terms. Spring Free also reserves the withhold or clawback any credit issued if Spring Free believes that the Participant engaged in fraud, did not satisfy the eligibility requirements, or otherwise violated this Agreement.
- Miscellaneous Terms
- Taxes. Spring Free will issue each Participant any applicable tax forms. Participants are solely responsible for any federal, state or local taxes that may be associated with receiving a reward, and should consult with its own financial, tax and/or legal advisors regarding the same.
- Amendments. Spring Free may, at any time and in its sole discretion, modify or update, including through deletions or additions, of any of this Agreement, including to any rewards, or terminate this Program at any time without notice to Participant.
- Compliance. In addition to the other legal requirements in this Agreement, Participant expressly agrees to comply with the following:
- Miscellaneous Terms
- Anti-Bribery Laws and Reporting. Participant will comply with all applicable commercial and public anti-bribery laws (“Anti-Bribery Laws”), including the U.S. Foreign Corrupt Practices Act of 1977, which prohibits corrupt offers of anything of value, either directly or indirectly to anyone, including government officials, to obtain or keep business or to secure any other improper commercial advantage. Furthermore, Participant will not make any facilitation payments, which are payments to induce officials to perform routine functions they are otherwise obligated to perform. If Participant becomes aware of suspicious, illegal or fraudulent activity occurring in relation to this Agreement, Participant will report the suspicious or fraudulent activity to Spring Free within 24 hours of identifying the suspicious or fraudulent activity by emailing email@example.com.
- Export Control Laws. Participant will comply with all applicable export and re-export control laws and regulations, including (i) the Export Administration Regulations (“EAR”) maintained by the U.S. Department of Commerce, (ii) trade and economic sanctions maintained by the U.S. Treasury Department’s Office of Foreign Assets Control, and (iii) the International Traffic in Arms Regulations (“ITAR”) maintained by the U.S. Department of State.
- Acceptable Use Policy. Participant will not send, post, transmit or otherwise use any Spring Free provided content, including Spring Free’s trademarks or other services or materials, in connection with any materials, sites or otherwise that: (i) will generate or facilitate unsolicited bulk commercial emails; (ii) will, or otherwise encourage, the violation of the legal rights of others; (iii) is for an unlawful, invasive, infringing, defamatory, or fraudulent purpose; (iv) contains obscene or pornographic content.
- Intellectual Property. Each party will own all right, title and interest to trade names, trademarks, service marks, logos and domain names it secures from time to time (“Intellectual Property”). Subject to the terms and conditions of the Agreement (including without limitation the following sentence), Spring Free grants to Participant a nonexclusive and non-sublicensable license during the Term of this Agreement to display Spring Free’s Intellectual Property only to the extent Intellectual Property are provided by Spring Free for use with the Program and solely for the limited purpose of promoting the Services consistent with this Agreement. Subject to the terms and conditions of the Agreement, Participant grants to Spring Free a nonexclusive and non-sublicensable license during the Term of this Agreement to display Participant’s Intellectual Property solely for the purpose of marketing the Program or as otherwise mutually agreed upon (email permitted).
- Term; Termination. The Term will continue until terminated by either party as provided herein. Either party may terminate this Agreement immediately with or without cause upon written notice to the other party (email notice permitted). Upon any termination or expiration of this Agreement, all licenses and rights granted will terminate and each party will have no right to use the Intellectual Property of the other party. In the event of a termination, Participant will only receive rewards that were earned in full for any vehicles that were deployed prior to the effective termination date. Termination notices to Spring Free must be sent via firstname.lastname@example.org.
- Confidentiality. Participant may not disclose the terms, conditions or existence of any non-public aspect of the Program to any third party, except to its professional advisors under a strict duty of confidentiality or as necessary to comply with law.
- Disclaimers; Limitation of Liability. EACH PARTY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION FOR NON-INFRINGEMENT, SATISFACTORY QUALITY, MERCHANT-ABILITY AND FITNESS FOR ANY PURPOSE. TO THE FULLEST EXTENT PERMITTED BY LAW, THE PROGRAM AND REFERRAL CODE ARE PROVIDED “AS IS” AND AT PARTICIPANT’S OPTION AND RISK AND SPRING FREE DOES NOT GUARANTEE ANY RESULTS. EXCEPT FOR (I) BREACHES OF SECTION 6C (COMPLIANCE); (ii) BREACHES OF SECTION 6D (INTELLECTUAL PROPERTY); AND (iii) SECTION 6H (INDEMNIFICATION), TO THE FULL EXTENT PERMITTED BY LAW REGARDLESS OF THE THEORY OR TYPE OF CLAIM: (A) NO PARTY MAY BE HELD LIABLE UNDER THIS AGREEMENT OR ARISING OUT OF PERFORMANCE OF THIS AGREEMENT FOR ANY DAMAGES OTHER THAN DIRECT DAMAGES, EVEN IF THE PARTY IS AWARE OR SHOULD KNOW THAT SUCH DAMAGES ARE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY AND (B) NO PARTY MAY BE HELD LIABLE FOR DAMAGES UNDER THIS AGREEMENT IN THE AGGREGATE OF MORE THAN THE AMOUNT PAID BY GOOGLE TO PARTICIPANT UNDER THIS AGREEMENT IN THE 3 MONTHS BEFORE THE DATE OF THE ACTIVITY GIVING RISE TO THE FIRST CLAIM.
- Indemnification. Participant will defend, indemnify and hold harmless Spring Free, its affiliates, directors, officers and employees against all liabilities, damages, losses, costs, fees (including legal fees), and expenses relating to any allegation or third-party legal proceeding to the extent arising out of: (a) Participant’s participation in the Program; (b) Participant’s website(s), Spring Free’s use of any Participant Intellectual Property or other content (provided that such use complies with the requirements of the Agreement); and (c) Participant’s breach of any representation or warranty in this Agreement.
- Representations and Warranties. Participant warrants that (a) it will use all information provided by Spring Free (including without limitation the Spring Free Intellectual Property) in a manner that complies with applicable law; (b) it will clearly and conspicuously display the text of the applicable terms and conditions for any rewards provided to Referred Customers pursuant to this Agreement; and (c) it will conduct all activities in furtherance of this Agreement in accordance with applicable law.
- Miscellaneous. All notices, unless otherwise stated herein, must be in writing and addressed to the attention of the other party’s Legal Department and primary point of contact. Notice will be deemed given when delivered (a) when verified by written receipt if sent by personal courier, overnight courier or mail or (b) when verified by automated receipt of electronic logs if sent by facsimile or email. Participant will not assign or otherwise transfer its rights or delegate its obligations under the Agreement, in whole or in part, and any attempt to do so will be null and void. The Agreement is not intended to benefit, nor shall it be deemed to give rise to, any rights in any third party. The parties are independent contractors and the Agreement does not create any agency, partnership, or joint venture. No party is liable for inadequate performance to the extent caused by a condition that was beyond its reasonable control. Failure to enforce any provision will not constitute a waiver. If any provision is found unenforceable, the balance of the provisions will remain in full force and effect. In the event of any termination or expiration of the Agreement, Sections 6(b), 6(e), 6(f), 6(g) and 6(h) shall survive. This Agreement is the parties’ entire agreement relating to its subject and supersedes any prior or contemporaneous agreements on that subject. Any amendments must be in writing and executed by both parties (electronic form acceptable).