Terms of use

  1. GENERAL. Accelario Software Inc. (together with its affiliated companies, “Accelario” or the “Company”) is in the business of data anonymization and database optimization. By clicking the “Let’s Talk” button, you acknowledge that you (“You” or “Affiliate”) have read and agree to be bound to these Terms of Use (the “Terms”) and our Privacy Policy, found at accelario.com/privacy-policy/ (the “Privacy Policy”), which is incorporated herein by reference and made an inseparable part of these Terms. If You do not agree to these Terms, then please cease using this Website and do not proceed with the Referral program, immediately.
  2. ELIGIBILITY. You acknowledge that You are 18 years of age or older. You further confirm that You are fully able and competent to enter into, and comply with, the terms, conditions, obligations, undertakings, covenants, affirmations, representations, and warranties set forth in these Terms.
  3. PRIVACY POLICY. We value Your privacy. We may process information from time to time about You in accordance with the Privacy Policy (that can be found at: https://accelario.com/privacy-policy/) and subject to applicable laws. By using this Website, You agree to the Privacy Policy.
  4. PURPOSE. The Company wishes to gain additional customers for its services. The Affiliate is in a position to refer potential customers, on a non-exclusive basis, to the Company.
  5. REFERRAL AGREEMENT. Upon the date of clicking the “Let’s Talk” button (the “Effective Date”), the Affiliate may, from time to time, refer potential customers to the Company. The referral will be carried out via completing the form: https://accelario.com/referral/ (the “Form”). Upon completion of the Form, the Company will review the referral, and Affiliate will receive a confirmation email that the referral was received by the Company. To the extent that the referral meets the Company’s criteria, and that the referral was not already a paying customer and/or referred by another Affiliate, the Company’s sales team will contact Affiliate, and may update Affiliate with respect to the status of the referral, periodically. The Company will pay the Affiliate a fee for successful referrals, as is defined below.
  6. COMPENSATION. The Company shall pay the Affiliate $1,500 (the “Fee”) for each successful referral, where a successful referral is defined as a referral that, after duly signing a contract with the Company, completes at least one purchase, the Company receives payment with respect to said purchase,  and becomes a paying customer of the Company due to the referral and was not a paying customer of the Company prior to said referral. The Company will contact and update the Affiliate with respect to the successful referral and will send Affiliate tax forms (the “Tax Forms”) to be completed upon the completion of the successful referral. After receiving the Tax Forms from the Affiliate, the Company will pay the Fee to the Affiliate within thirty (30) days. The Fee provided for in this Section 6 shall be the sole and complete compensation which Affiliate, or any other person or entity Affiliate is in any way affiliated with, shall be entitled in connection with the services contemplated by these Terms.
  7. TAXES.
    1. Except as set forth in these Terms, Affiliate shall pay any and all taxes, duties, fees and/or other impositions that may be levied upon Affiliate with regard to the provision of the services hereunder and the payment of the Fee, and such amounts shall be deemed to have been included in the Fee. To the extent that the Company shall be required, under applicable law, to withhold any amounts for tax deduction at source, it shall be entitled to do so and deduct the same from any payment due to Affiliate. Affiliate shall pay and hold the Company harmless from any and all taxes, duties, fees (including customs fees), expenses and other charges (as well as interest and penalties thereon) levied by the authorities under any applicable law or regulation, arising out of or in connection with its obligations according to these Terms.
    2. In accordance with U.S. tax regulations, the Company agrees to report any referral fees paid to the Affiliate that exceed $600 in a calendar year to the Internal Revenue Service (IRS). The Affiliate agrees to provide the Company with a completed and signed IRS Form W-9, Request for Taxpayer Identification Number and Certification, prior to receiving any referral fees, in addition to any other forms or information that the Company may require. If relevant, the Company will issue an IRS Form 1099-NEC to the Referring Person and the IRS for the total amount of referral fees paid during the calendar year, as required by law.
  8. TERM. These Terms shall commence upon the Effective Date, as stated above, and will continue until terminated.
  9. STATUS. No agency, partnership, joint venture or employer-employee relationship is created by these Terms. Affiliate may not bind the Company or make any representations or warranties on behalf of the Company.
  10. CONFIDENTIALITY. During the course of these Terms, it may be necessary for the Company to share proprietary information, including trade secrets, industry knowledge, and other confidential information, to the Affiliate in order for the Affiliate to seek out potential referrals. The Affiliate will not share any of this proprietary information at any time. The Affiliate also will not use any of this proprietary information for the Affiliate’s personal benefit at any time. This section remains in full force and effect even after termination of the Terms by its natural termination or the early termination by either Party.
  11. TERMINATION.
    1. Each party may terminate this Agreement for any reason or for no reason by giving the other a prior written notice of no less than thirty (30) days.
    2. In addition to any and all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term or condition of these Terms, the other party may terminate the agreement by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have seven (7) days from the effective date of such notice to cure the default(s). Unless waived in writing by a party providing notice, the failure to cure the default(s) within such a time period shall result in the automatic termination of this agreement.
    3. Upon termination, the Company shall pay the Affiliate all compensation due and owing for successful referrals made prior to the date of termination, but not yet paid.
  12. REPRESENTATIONS AND WARRANTIES. Affiliate represents that they are fully authorized to enter into these Terms and that the performance and obligations of Affiliate will not violate or infringe upon the rights of any third party or violate any other agreement between the Parties, individually, and any other person, organization, or business or any law or governmental regulation.
  13. INDEMNITY. Affiliate agrees to indemnify and hold harmless the Company, its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from the negligence of or breach of this Agreement by the Affiliate, or its respective successors and assigns that occurs in connection with this Agreement. This section remains in full force and effect even after termination of the Agreement by its natural termination or the early termination by either Party.
  14. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A)  EXCEPT FOR ANY DAMAGES RESULTING FROM FRAUD OR GROSS NEGLIGENCE; NEITHER THE COMPANY NOR ITS AFFILIATES SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, REPUTATION, OR PROFITS, DATA, OR DATA USE. (B) EXCEPT FOR DAMAGES RESULTING FROM A PARTY’S FRAUD OR GROSS NEGLIGENCE; THE COMPANY’S, INCLUDING ITS AFFILIATES’, MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING ITS EXHIBITS, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, SHALL IN NO EVENT EXCEED, IN THE AGGREGATE, THE TOTAL FEES ATTRIBUTABLE UNDER THE AGREEMENT TO THE THREE (3) MONTH PERIOD OF THE CURRENT AGREEMENT IN WHICH THE EVENT GIVING RISE TO SUCH CLAIM OCCURS. [NONE OF THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION 14 SHALL APPLY IN RESPECT OF (I) LIABILITY IN NEGLIGENCE CAUSING PERSONAL INJURY OR DEATH; (II) LIABILITY FOR FRAUDULENT MISREPRESENTATION; OR (III) ANY OTHER LIABILITY WHICH CANNOT BY LAW BE EXCLUDED OR LIMITED].
  15. INTELLECTUAL PROPERTY RIGHTS & LICENSES. Without limiting the foregoing, You acknowledge and agree that the trade names, logos and other trademarks and service marks associated with Accelario (the “Accelario Marks”) are the property of Accelario and that You are not permitted to use the Accelario Marks without Our prior written consent. You may not use, copy, reproduce, distribute, license, sell, transfer, publish, post, publicly display, publicly perform, transmit, broadcast, adapt, modify, prepare derivative works based upon, or otherwise exploit any features, functionality, tools or content of the Accelario Marks in any form or by any means, or sublicense the rights granted in the Terms. This foregoing grant of access is subject to modification or revocation at any time at Accelario’s sole discretion. No licenses or rights are granted to You by implication or otherwise under these Terms.
  16. SEVERABILITY. In the event any provision of these Terms is deemed invalid or unenforceable, in whole or in part, that part shall be severed from the remainder of the Terms and all other provisions should continue in full force and effect as valid and enforceable.
  17. WAIVER. The failure by either Party to exercise any right, power, or privilege under the terms of these Terms will not be construed as a waiver of any subsequent or future exercise of that right, power, or privilege or the exercise of any other right, power, or privilege.
  18. LEGAL AND BINDING AGREEMENT. These Terms are legal and binding between the Parties as stated above, both in the United States and worldwide.
  19. ENTIRE AGREEMENT. These Terms contain the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of these Terms. These Terms supersede any prior written or oral agreements between the parties.
  20. GOVERNING LAW AND JURISDICTION. These Terms shall not be assignable by Affiliate without the prior written consent of the Company and shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to choice of law doctrine.  The parties hereby irrevocably and unconditionally consent to and submit to the jurisdiction of the appropriate courts situated in NY, New York for any actions, suits or proceedings arising out of or relating to this Agreement. Each party waives all defenses of lack of personal jurisdiction and forum non-conveniens.

If You have any questions or concerns, please contact Accelario at [email protected]