Partner Program Terms
Last updated: November 16, 2020.
1. Terms and Conditions
Foundation Devices reserves the right to modify these Program Terms and Conditions at any time, at its sole discretion, and without notice to you. Foundation Devices may also, in its sole discretion, change, cancel, suspend, or modify any aspect of the Program without notice. Foundation Devices also reserves the right to disqualify any customers or prospective customers at any time from participation in the Program.
2. How the Program Works
Qualified Referrals. A Qualified Referral occurs when:
i. The Referrer shares a custom coupon code through e.g. email, Twitter, or any other communication means with a person, the Referred;
ii. The Referred then uses that coupon code to purchase one or more Passport devices at the Foundation Devices website; and
iii. When Foundation Devices fulfills Referred customer’s order.
Referral Reward. The Referred customer will receive a $10 discount per Passport device purchased.
Eligibility. To be eligible for participation in the Program, both the Referrer and the Referred must be at least 18 years of age. The Referred customer must not return their device or, if applicable, dispute the credit card transaction. Foundation Devices reserves the right to find ineligible any Participant in the Program at its sole discretion.
Conduct. Participants in the Program must comply with all up-to-date “SPAM” laws. Any distribution of your referral Partner URL that could constitute unsolicited commercial email or “spam” under any applicable law or regulation is expressly prohibited and will be grounds for immediate termination of your account and exclusion from Foundation Devices’s Referral Program. Foundation Devices reserves the right, at its sole discretion, to prohibit any Partner from participating in any aspect of the Program if Foundation Devices deems or suspects that such Partner has engaged in or has attempted to engage in any of the following: a) acting in violation of these Program Terms and Conditions; b) damaging, tampering with or corrupting the operation of the Program or Site; c) activity deemed in the sole discretion of Foundation Devices to be generally inconsistent with the intended operation of the Program. Foundation Devices shall be the sole determiner in cases of suspected abuse, fraud, or breach of these Program Terms and Conditions or intent of these Program Terms and Conditions.
3. Referral Fee
Amount of Fee. The Referrer will receive $10 per Passport device purchased by the Referred customer.
Payment Conditions. Foundation Devices will pay the Referrer on or before the 10th of each month, the total amount of referral fees due, based on the number of Qualified Referrals in the previous month. Referral Fee are paid via Bitcoin, to the Bitcoin address provided by the Referrer at signup. The exchange used to determine the Bitcoin conversion rate will be at our reasonable discretion, and the Bitcoin exchange rate will be calculated immediately prior to payouts.
For payments that exceed $600 in a calendar year, Referrer will be required to fill out a W-9 form.
Binding Effects. By participating in the Program, you agree to and are bound by the Program Terms and Conditions. If you do not wish to agree to and abide by the Program Terms and Conditions in their entirety, you are not authorized to participate in the Program.
Release. By participating in the Program, Participants release Foundation Devices, its parent company, subsidiaries, affiliates, suppliers, advertising, and promotions agencies and their respective directors, officers, employees, and agents from any and all liability for any loss, harm, damages, cost, or expense, including, without limitation, property damages, personal injury and/or death, arising out of or in any way connected to the Program and/or the use of any Program rewards.
Indemnification. Participants agree to indemnify, defend, and hold Foundation Devices and its representatives and agents harmless from and against any and all third party claims, demands, liabilities, costs, or expenses, including attorney’s fees and costs, arising from, or related to any breach by the participant of any of these Program Terms and Conditions or any violation by Participant of applicable law.
Reserved Right. Foundation Devices reserves the right to cancel or suspend the Program should it determine, in its sole discretion, that the administration, security, or fairness of the Program has been compromised in any way. Disclaimer of Warranties: PARTICIPANTS AND PROSPECTIVE PARTICIPANTS EXPRESSLY UNDERSTAND AND AGREE THAT: (A) YOUR USE OF THE PROGRAM IS AT YOUR SOLE RISK, THE PROGRAM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, CONDITIONS AND TERMS (COLLECTIVELY, “PROMISES”) OF ANY KIND, WHETHER EXPRESS OR IMPLIED BY STATUTE, COMMON LAW OR CUSTOM, INCLUDING, BUT NOT LIMITED TO, PROMISES AS TO PRODUCTS OR SERVICES OFFERED THROUGH THE USE OF THE PROGRAM, IMPLIED PROMISES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; (B) Foundation Devices MAKES AND GIVES NO PROMISE THAT (i) THE PROGRAM WILL MEET YOUR REQUIREMENTS, (ii) BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS OBTAINED FROM THE USE OF THE PROGRAM WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE PROGRAM WILL MEET YOUR EXPECTATIONS, AND (v) ANY ERRORS IN THE SERVICE WILL BE CORRECTED; AND (C) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PROGRAM IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH MATERIAL.
6. Dispute Resolution
Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with Foundation Devices and limits the manner in which you can seek relief from us.
(a) Applicability of Arbitration Agreement. You agree that any dispute or claim relating in any way to your Pre-Order or this Agreement, will be resolved by binding arbitration, rather than in court, except that (i) you may assert claims in small claims court if your claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis; and (ii) you or Foundation Devices may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents).
IF YOU AGREE TO ARBITRATION WITH FOUNDATION DEVICES, YOU ARE AGREEING IN ADVANCE THAT YOU WILL NOT PARTICIPATE IN OR SEEK TO RECOVER MONETARY OR OTHER RELIEF IN ANY LAWSUIT FILED AGAINST FOUNDATION DEVICESALLEGING CLASS, COLLECTIVE, AND/OR REPRESENTATIVE CLAIMS ON YOUR BEHALF. INSTEAD, BY AGREEING TO ARBITRATION, YOU MAY BRING YOUR CLAIMS AGAINST FOUNDATION DEVICESIN AN INDIVIDUAL ARBITRATION PROCEEDING. IF SUCCESSFUL ON SUCH CLAIMS, YOU COULD BE AWARDED MONEY OR OTHER RELIEF BY AN ARBITRATOR. YOU ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED THAT YOU MAY CONSULT WITH AN ATTORNEY IN DECIDING WHETHER TO ACCEPT THIS AGREEMENT, INCLUDING THIS ARBITRATION AGREEMENT.
(b) Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent: Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest, will be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/ all other claims will be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, Foundation Devices will pay them for you. In addition, Foundation Devices will reimburse all such JAMS’s filing, administrative, hearing and/or other fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous. Likewise, Foundation Devices will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous.
You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
(c) Authority of Arbitrator. The arbitrator, and not any federal, state or local court or agency will have exclusive authority to resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Foundation Devices. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any claim. The arbitrator will have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Agreement (including the Arbitration Agreement). The arbitrator will issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
(d) Waiver of Jury Trial. YOU AND FOUNDATION DEVICES HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Foundation Devices are instead electing that all claims and disputes will be resolved by arbitration under this Arbitration Agreement, except as specified herein. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
(e) Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER.
(f) 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to the following address: Foundation Devices, Inc., 6 Liberty Square #6018, Boston, MA 02109 or firstname.lastname@example.org, within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, the email address you used in the Registration Form, and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter into in the future, with us.
(g) Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts will be of no force and effect and will be severed and the remainder of the Arbitration Agreement will continue in full force and effect.
(h) Survival of Arbitration Agreement. This Arbitration Agreement will survive the termination of your relationship with Foundation Devices.
(i) Modification. Notwithstanding any provision in this Agreement to the contrary, we agree that if Foundation Devices makes any future material change to this Arbitration Agreement, it will not apply to any individual claim(s) that you had already provided notice to Foundation Devices.
(j) Confidentiality. You acknowledge that the arbitration proceedings are confidential and that any order and settlement in connection with the Arbitration will not be disclosed to any third party, including by press release, disclosure to any member of the press, posting to social media pages or discussion (whether orally or in writing) with other members of the community or failure to keep the settlement documents secure and not visible to third parties.
This Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Foundation Devices’ prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
8. Exclusive Venue
To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Foundation Devices agree that all claims and disputes arising out of or relating to this Agreement will be litigated exclusively in the state or federal courts located in Boston, Massachusetts, U.S.A.
9. Governing Law
This Agreement and any action related thereto will be governed and interpreted by and under the laws of the Commonwealth of Massachusetts, U.S.A, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
Where Foundation Devices requires that you provide an e-mail address, you are responsible for providing Foundation Devices with your most current e-mail address. In the event that the last e-mail address you provided to Foundation Devices is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by this Agreement, Foundation Devices’ dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Foundation Devices at the following address: 6 Liberty Square #6018, Boston, MA 02109. Such notice will be deemed given when received by Foundation Devices by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
11. Consent to Electronic Communications
The communications between you and Foundation Devices use electronic means, whether you visit our website or send us emails, or whether we post notices on our website or communicate with you via e-mail. For contractual purposes, you (a) consent to receive communications from Foundation Devices in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Foundation Devices provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
12. Other Terms
General Terms. These Program Terms and Conditions constitute the entire agreement between Participants and Foundation Devices concerning Participants’ use of the Program. The failure of Foundation Devices to exercise or enforce any right or provision of these Program Terms and Conditions shall not constitute a waiver of such right or provision. The terms and conditions applicable to Participants’ use of Foundation Devices’s services can be found at https://foundationdevices.com/terms.
Term. The term of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party notice of termination. Notice by e-mail, to your address on our records, is considered sufficient notice to terminate this Agreement.
Foundation Devices, Inc.
6 Liberty Square #6018
Boston, MA 02109