Effective Date: January 1, 2019
These Terms and Conditions (the “Terms”) are effective immediately for anyone that has enrolled in the Trusted Ambassador Campaign (the “Campaign”) at invite.trustedhealth.com (the “Ambassador” or “you”).
If you are using the Campaign on behalf of a company or other legal entity, then “you” also means such company or legal entity, and you agree to be bound by these Terms even if we have a separate agreement with you. You may not use the Campaign if you do not agree to the version of the Terms posted at the time you enrolled in the Campaign. (The terms “Trusted” “we” and “us” refer to Trusted, Inc., a Delaware corporation.)
1. Campaign Overview
The Trusted Referrer Campaign (the “Campaign”) is a non-exclusive arrangement between Trusted and the Referrer. Participation in the Campaign by the Referrer allows the Referrer to promote services rendered by Trusted in exchange for the opportunity to earn commissions and/or rewards.
The Referrer represents to Trusted that they have read and understand the contents of this Agreement. The Referrer represents that they understand that participation in the Campaign is voluntary and contingent upon their full compliance with the Agreement.
2. Campaign Scope
Upon execution of this Agreement, Trusted will grant the Referrer the non-exclusive right to promote the employment placement services rendered by Trusted and made available on the Trusted website (www.trustedhealth.com) (the “Trusted Services”).
3. Financial Responsibilities
The Referrer will be fully responsible for any and all costs and expenses associated with their participation in the Campaign. Trusted is under no obligation to reimburse the Referrer for any expenses related to their participation in the Campaign, for Referral Activities or otherwise.
4. Responsibilities to Properly Direct Traffic to Trusted
The Referrer will be provided with a unique Referrer link (“Referrer’s Link”) that must be used by any Friend to create an account at trustedhealth.com for the Trusted Service. A Friend can only become an Eligible Referral, and thus eligible for commissions, if a valid Referrer’s Link was used when the Friend first created their account Trusted.
5. Authority to Bind Trusted
The Referrer will be solely responsible, and Trusted will not be liable, for any acts, omissions to act, agreements, contracts, commitments, promises, or representations made by the Referrer.
Without limiting the foregoing, the Referrer will not:
6. Eligible Referral
An “Eligible Referral” is a Friend referred to the Trusted website by your Referral Activities who creates an account with Trusted’s web application (at https://www.trustedhealth.com) and subsequently accepts and completes at least 400 hours of work through the Trusted Services and in accordance with their employment contract(s).
7. Referrer's Invite Bonus
For the duration of this Agreement, Trusted will pay the Referrer the applicable Invite Bonus for each Eligible Referral.
For each Friend invited by the Referrer that starts an employment contract through the Trusted Services, the Referrer shall be eligible for a $1000 Invite Bonus when that Friend becomes an Eligible Referral.
Trusted will retain all right, title, and interest in and to the Trusted websites, the Trusted Services, and all equipment, software, documentation, databases, development tools, know-how, methodologies, processes, and technologies provided by Trusted or its third-party suppliers for use in connection therewith, and all present and future worldwide copyrights, trademarks, trade secrets, patents, patent applications, moral rights, contract rights, and other proprietary rights therein. Trusted will own all data submitted by any Friend, and Trusted alone shall own the customer relationship with each Friend.
The Referrer agrees to full confidentiality regarding any “Confidential Information.” Confidential Information is any and all information disclosed by Trusted to the Referrer that Trusted designates as, or the Referrer should reasonably know is, proprietary or confidential. Confidential Information will not include information that is or becomes generally publicly known through no act or failure to act by the Referrer, or that the Referrer already knew at the time of receiving such information.
10. Trademark License
Subject to the terms and conditions of this Agreement, Trusted hereby grants you, for the term of this Agreement, a non-exclusive, non-transferable, royalty-free, worldwide license to use Trusted’s trademarks, service marks, trade names, logos and other commercial designations (collectively, “Marks”), solely in connection with your participating in the Campaign and your Referral Activities and solely in conformance with the trademark guidelines provided to you by Trusted.
Warranties by Both Parties: Each party warrants that it has full power and authority to enter into and perform this Agreement, and the person signing this Agreement on such party’s behalf has been duly authorized and empowered to enter into this Agreement.
The Referrer’s Warranties: You acknowledge and agree that performance hereunder is governed by certain laws and regulations, including, without limitation, laws governing the use of individual information, deceptive and misleading advertising, electronic commercial communications, telemarketing and other similar laws (“Applicable Laws”), and that your performance shall be in accordance with all Applicable Laws.
Without limiting the foregoing, you represent and warrant that you will:
Referrer’s Indemnification: You will defend, indemnify, and hold harmless Trusted, its Referrers and their officers, directors, agents, and employees, from and against any and all losses, liabilities, damages, costs, and expenses (including without limitation reasonable attorneys’ fees) arising out of or related to any claim or action based on:
Trusted’s Indemnification: Trusted will defend at its own expense, any action against the Referrer brought by a third party to the extent that the action is based upon a claim that the Marks infringe any U.S. trademark. Trusted will pay those costs and damages finally awarded against the Referrer in any such action that are specifically attributable to such claim or those costs and damages agreed to in a monetary settlement of such action. Trusted will have no obligations under this section if you use or modify the Marks in violation of this Agreement.
Indemnification Procedure: The party seeking indemnification shall:
13: Limitation Liability
To the maximum extent permitted by law, except with respect to breach of Section 9 (Confidentiality), Section 11 (Warranties), any indemnification obligations under Section 12 (Indemnification), and/or in connection with any claim relating to the misuse of a party’s intellectual property, neither party will be liable for any consequential, indirect, exemplary, special or incidental damages, including any lost data and lost profits, arising from or relating to this Agreement.
Neither party’s total cumulative liability in connection with this agreement, the Trusted Services, or the Marks, whether in contract or tort or otherwise, will exceed the Invite Bonus paid to the Referrer in the 12-month period immediately preceding the events giving rise to such liability. The Referrer acknowledges that the fees set forth in this Agreement reflect the allocation of risk set forth in this Agreement and that Trusted would not enter into this Agreement without these limitations on its liability.
14. Privacy & Certain Restrictions
The Referrer shall not:
The Referrer shall use any information collected or obtained from any person using the Referrer’s Link to navigate to a Trusted website in accordance with Applicable Laws and both the Referrer’s website privacy policies and any restrictions or limitations imposed by the individual.
The Referrer shall electronically store and process the information collected or obtained from any person using the Referrer’s to navigate to the Trusted website in accordance with industry best practices and immediately notify Trusted upon your discovery of any breach of the security of computer systems on which the information collected or obtained from any person using the hyperlink to navigate to the Trusted website was stored or processed.
15. Force Majeure
Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the payment of amounts due) to the extent caused by strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, terror, war, governmental action, labor conditions, earthquakes, material shortages, or any other cause which is beyond the reasonable control of such party.
16. Independent Contractor Status
The relationship between the parties is that of independent contracting entities; nothing in this Agreement is intended nor shall be construed to create an employer/employee relationship, a principal/agent relationship, or an Ambassadorship or joint venture relationship or to allow either to exercise control or direction over the manner or method by which the other transacts its business affairs or provides its usual services.
17. Governing Law
The validity, construction, and interpretation of this Agreement shall be governed by the internal laws of the State of California, excluding conflict of law provisions that would require the application of the laws of any other state. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
The parties agree to the exclusive jurisdiction and venue of the state and federal courts except that nothing will prohibit Trusted from proceeding directly to any court of competent jurisdiction to protect or enforce its intellectual property rights or rights in Confidential Information.
This Agreement may not be assigned by either party by operation of law or otherwise, without the prior written consent of the other party, which consent shall not be unreasonably withheld. Such consent is not required in connection with the assignment of this Agreement pursuant to a merger, acquisition, or sale of all or substantially all of the assigning party’s assets or equity interests. Any attempted assignment in violation of the foregoing is void.
19. Terms of this Agreement
The term of this Agreement will begin on the Effective Date and last until terminated by either party.
20. Termination of this Agreement
Trusted reserves the right, in its sole discretion, to cancel, terminate, modify or suspend the Campaign should virus, bug, non-authorized human intervention, fraud, or other cause beyond Trusted, Inc.’s control corrupt or affect the administration, security, fairness, or proper conduct of the Campaign.
Trusted also has the right, in its sole discretion, to maintain the integrity of the Campaign, to void or cancel a Referrer’s participation in the campaign and eligibility for a Invite Bonus for any reason, including, but not limited to: fraud, violation of these Terms, or the use of bots, macros, scripts, or other technical means to conduct Referral Activities.
Trusted may terminate this Agreement at any time, effective immediately, upon written notice to the Referrer, if Trusted terminates the Campaign, or in the event of an actual or proposed change in any applicable law that would render this Agreement commercially unreasonable in Trusted’s judgment.
21. Effects of Agreement Termination
Upon termination or expiration of this Agreement for any reason, all licensed rights granted in this Agreement will immediately cease to exist.
The Trusted website, Trusted Services, and all content, data, materials, and documentation provided in connection with this agreement by Trusted and its suppliers are provided “as is” and “as available,” without representations or warranties of any kind. Trusted and its suppliers hereby disclaim any and all warranties, express or implied, by operation of law or otherwise, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, title or non-infringement of third-party rights, or any implied warranties arising out of course of performance, course of dealing, or usage of trade.
23. Entirety of Agreement
This Agreement, together with any policies and instructions referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof. This Agreement supersedes all prior or contemporaneous negotiations, agreements, and undertakings between the parties with respect to such matter. Trusted may unilaterally amend this Agreement by providing the Referrer written notice of such amendment, and your continued participation in the Campaign after such notice period shall be deemed your consent to such amendment. Except for the foregoing, this Agreement may only be amended by the mutual written agreement of the parties. Headings in this Agreement are for reference purposes only and shall not affect the interpretation or meaning of this Agreement. If any provision of this Agreement is held to be contrary to law or unenforceable, then the remaining provisions of this Agreement will remain in full force and effect. No delay or omission by either party to exercise any right or power it has under this Agreement shall be construed as a waiver of such right or power. A waiver by either party of any breach by the other party shall not be construed to be a waiver of any succeeding breach or any other covenant by the other party. All waivers must be in writing and signed by the party waiving its rights.