This JuiceBox Hero Program Agreement (as amended from time to time, the “Agreement”), is between Electric Motor Werks, Inc. (“eMotorWerks,” “we,” “our”), with offices located at 846 Bransten Rd, San Carlos, CA 94070 and you (“you,” “your,” “Referral Member”). The Program is administered by eMotorWerks.
If you do not consent to this Agreement, including all of its terms and conditions, you will not be part of the Program and will not be paid or owed any Referral Fees. You may also contact us using the contact information in Section 18 Notices of this Agreement to inform us at any time that you do not wish to participate in the JuiceBox Hero Program (the “Program”), or that you wish to withdraw your participation in the Program.
- Participation Requirements and Obligations. In order to participate in the Program, you must:
- Be at least 18 years of age.
- Be a U.S. citizen or have the right to legally work in the United States.
- Provide eMotorWerks with your current email address, telephone number and mailing address.
- Provide eMotorWerks with a completed IRS Form W-9.
Additionally, you agree and represent that:
- eMotorWerks may issue an IRS Form 1099 reflecting the value of the Referral Fees you received during the tax year in which they were received.
- You are solely responsible for, and will pay, any and all taxes applicable to the Referral Fees you receive from eMotorWerks.
- You are solely responsible for any expenses you incur in connection with your performance under this Agreement and participation in the Program.
- You will not spam anyone in relation to the Program or eMotorWerks and its products and services. If you provide a Hero ID to a third party by email, the email must be created and distributed in a personal manner that is appropriate and customary for communications with friends, colleagues and family members. Bulk email distribution, distribution to strangers, or any other promotion of a Hero ID in a manner that would constitute or appear to constitute unsolicited commercial email or “spam” in eMotorWerks’s sole judgment is expressly prohibited.
- To the extent that you are providing personal information of a third-party (e.g., name, email address and/or phone number), you agree that you will obtain express consent from such third-party, and further represent to eMotorWerks that you have the legal right, to provide such information to eMotorWerks and for eMotorWerks to contact such third-party for its marketing purposes.
- If you make reference to eMotorWerks on a website, Facebook page, Twitter account or any other web enabled or online advertising platform (the “Internet”), you represent to eMotorWerks that you own all of the content on such platform or otherwise have all rights necessary to present any content on such platform.
- You will not state or imply that you are acting on behalf of eMotorWerks, or are employed by eMotorWerks. eMotorWerks shall in its sole discretion make the determination as to whether and pursuant to what terms it will contract with a prospective customer and will manage all day to day details and relationships with such individuals.
- You will not make any unauthorized, false, deceptive or misleading statements or representations regarding eMotorWerks or its products or services to anyone. Under no circumstances shall you make representations or promises of any kind on behalf of eMotorWerks or regarding eMotorWerks that differ from or exceed those contained in the materials eMotorWerks provides to you.
- You will not incur expenses, sign contracts or have detailed discussions about eMotorWerks electric vehicle supply equipment (“EVSE System”) sales, design, financing, installation or maintenance.
- You will not defame, libel or slander anyone in connection with your participation in the Program.
- You will not promote eMotorWerks or the Program through any Internet site that contains pornography, obscenity, hateful or derogatory speech or is otherwise inappropriate in eMotorWerks’s sole judgment.
- You will not engage, or attempt to engage, in any act or omission that is or may be detrimental to or conflict with eMotorWerks’s mission, image or reputation, as determined in eMotorWerks’s sole judgment.
- You will not attempt to undermine the fairness, integrity or legitimate operation of the Program in any way by engaging, or attempting to engage, in cheating, hacking, fraud, deception, or any other unfair practices.
- You will not attempt to annoy, abuse, threaten or harass any other persons in connection your participation in the Program.
- You will not create multiple or fake emails addresses or accounts, use fictitious identities or use any system, bot or other device or artifice to participate in the Program or receive Referral Fees.
- Referral Fees; Payment Terms; Exclusions. You will be provided with a personal referral code (“Hero ID”) that allows you to receive referral fees (“Referral Fee”) for:
- Qualifying Referrals equal to 2% of the purchase price of an eMotorWerks EVSE System excluding any associated installation and permitting costs, software, other hardware costs, discounts, shipping and handling fees, and taxes.
- Qualifying Online Purchases equal to 6% of the purchase price of an eMotorWerks EVSE System excluding any associated installation and permitting costs, software, other hardware costs, discounts, shipping and handling fees, and taxes.
- eMotorWerks reserves the right to substitute the above Referral Fees with another referral fee of equal or greater value, in any form, without notice to you.
- Definition of Qualifying Referrals; Qualifying Online Purchases.
- A Qualifying Referral means a recipient of an official estimate from us to purchase an EVSE System (an “Estimate”):
- who requests an Estimate using your Hero ID;
- who signs a contract with eMotorWerks to purchase an EVSE System of $5,000 or more within six months of requesting an Estimate;
- whose eMotorWerks EVSE system has been successfully installed and interconnected to the electrical grid;
- who has never previously requested an Estimate; and
- with who we have never previously established contact to discuss the purchase of an EVSE System.
- b. A Qualifying Online Purchase means the purchase of an eMotorWerks EVSE System conducted through the eMotorWerks online webstore (currently located at: http://emotorwerks.com/store-juicebox-ev-charging-stations) by a buyer that:
- first arrives at our webstore via a unique link containing your Hero ID (“Hero Link”), and
- purchases said EVSE System within 30 days of last clicking on the Hero Link;
- was conducted entirely online through the webstore; and
- was not the subject of a previously requested Estimate.
- Notwithstanding the foregoing, in all cases, eMotorWerks reserves the right not to pay a Referral Fee with respect to any recipient who would otherwise be a Qualifying Referral if eMotorWerks is already bound to pay a referral fee of any sort to any third party or if the recipient requests that his or her Estimate or sale be tagged with a third party’s referral or tracking code and referrals of yourself or any family member residing with you. Referral Fees cannot be shared between Referral Members or combined with any other eMotorWerks offers or promotions.
- If Referral Fees are in the form of a gift card, the gift card may not be redeemed for cash and may be subject to additional terms and conditions of the issuer of the gift card. eMotorWerks shall pay to you any Referral Fees earned within 8-10 weeks following the date that the EVSE System associated with a Qualifying Referral is fully operational and successfully interconnected to the electrical grid, and paid in good standing to eMotorWerks. Such payment shall be made using the then-current contact information associated with your eMotorWerks account. eMotorWerks is not responsible for lost, misplaced, damaged, misdirected or stolen Referral Fees.
- Termination. You may withdraw your participation in the Program at any time for any reason immediately upon written notice to us. Your Participation in the Program is at eMotorWerks’s sole discretion. eMotorWerks may terminate your participation in the Program or the Program itself, including any portion thereof, and/or refuse payment of any Referral Fee for any reason or for no reason, at any time, immediately upon written notice to you. Without limiting the foregoing, eMotorWerks reserves the right to terminate your participation in the Program in the event you engage, threaten to engage or, in the past, have engaged, in any activity that may affect eMotorWerks, its reputation or standing in the community, as determined in eMotorWerks’s sole discretion, including having been convicted of any offense other than a minor traffic violation. If eMotorWerks terminates your participation in the Program, the Program itself, or any portion thereof, for any reason, you agree that you forfeit any Referral Fees not already received as of the date of such termination.
- Modifications. eMotorWerks may modify or amend this Agreement, and any part of the Program, including the methods by which Referral Fees are earned and paid, the amounts of Referral Fees and any requirements to receive such Referral Fee, at any time for any reason. Except as otherwise provided herein, eMotorWerks shall provide you with written notice of any such modifications or amendments. You may not modify this Agreement without eMotorWerks’s prior written consent.
- Trademark License. During your participation in the Program, eMotorWerks grants you a nonexclusive, nontransferable, personal right to use the trademarks, logos and program marketing assets made available by eMotorWerks solely for purposes of carrying out Program activities pursuant to the terms and conditions of this Agreement (the “Trademarks”). Neither this Agreement nor any relationship you may have with eMotorWerks grants to you any right, title, or interest in the Trademarks other than the rights specifically granted in this Section. You shall not use the Trademarks, or any part thereof, as part of your name or identity nor use any name or mark confusingly similar to the Trademarks, or otherwise utilize the Trademarks in a manner inconsistent with this Agreement. By participating in the Program, you agree to use the Trademarks in accordance with eMotorWerks's Trademark guidelines as such may be provided by eMotorWerks from time to time (the “Guidelines”). In addition to complying with the Guidelines, you agree: (i) not to alter or modify the Trademarks in any way; (ii) that the Trademarks will not be used as a design element of any other logo or trademark; (iii) not to use Trademarks in any manner that might disparage or injure eMotorWerks's reputation; (iv) that use of Trademarks will be truthful and not misleading; (v) not to use the Trademarks in a manner which, in eMotorWerks's sole discretion, diminishes or otherwise damages eMotorWerks's goodwill in the Trademarks. You shall use the following legend in any location on which Trademarks or other legal notices appear unless a different legend is required: “Trademark(s) are the trademarks or registered trademarks of eMotorWerks and its subsidiaries located in the United States and abroad.” eMotorWerks reserves the right to modify or terminate any rights arising out of or in connection with this Section, in whole or in part, without cause, at its sole discretion at any time. If you cease participation in the Program or are terminated from the Program, you will immediately cease use of all Trademarks and any other marks or materials of or provided by eMotorWerks.
- Search Engine Marketing and Online Advertising Guidelines. You agree not to bid on the Trademarks and certain other terms for search marketing campaigns and pay-per-click campaigns. These terms can be found in the list of prohibited keywords attached to this Agreement as Exhibit A. eMotorWerks may amend this list from time to time. Please note this prohibition applies to all search engines large and small including, but not limited to, Google, Yahoo, Bing, and AOL. eMotorWerks prohibits the use of, and you agree not to use the words “coupon,” “cheap,” and “discount” in paid advertisements. You are further prohibited from registering your Hero ID on coupon or EVSE aggregator websites such as coupons.com. You may not use “www.emotowerks.com” (or any variation thereof) as the display URL in any search engine or like marketing campaign. In addition, you cannot have eMotorWerks in the main portion of your URL address. For example, you may use www.buyevchargingstations.com/emotorwerks; however, you may not use www.buyemotorwerkschargingstations.com. eMotorWerks prohibits Referral Members from using any eMotorWerks trademarks, including but not limited to “JuiceBox”, “JuiceNet”, “JuiceCord” and eMotorWerks’s product names in the main URL or sub-domain, except for those specifically provided to you by eMotorWerks. eMotorWerks may provide Referral Members with tools such as logos, online banners and other creative assets. Referral Members may not modify these materials in any way without eMotorWerks's express written prior consent. Use of these materials is subject to the license granted by this Agreement. eMotorWerks prohibits the usage of banner and paid advertising.
- Use of Websites and Applications. eMotorWerks may, in its sole discretion, provide you with a unique and personal log-in to a referral portal to check the status of your Qualifying Referrals and to manage your account. Your use of our sites and applications are subject terms and conditions located at http://www.emotorwerks.com/terms-and-conditions.
- Indemnity. You agree to defend, indemnify and hold eMotorWerks, its affiliates, and each of their respective officers, directors, shareholders, affiliates, employees and agents (each an “Indemnitee”) harmless from and against any and all third party claims, actions, losses, damages, liability, costs and expenses (including, without limitation, reasonable attorneys' fees and disbursements incurred by an Indemnitee in any action) arising out of or in connection with your breach of any of the representations, warranties or obligations set forth in this Agreement.
- DISCLAIMER. NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, IMPLIED WARRANTY OF FITNESS OF SERVICE FOR A PARTICULAR PURPOSE OR THE SUCCESS OF SUCH PARTY'S EFFORTS HEREUNDER.
- LIMITATION OF LIABILITY AND DAMAGES. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. EXCEPT FOR THE PAYMENT OF REFERRAL FEES PURSUANT TO THE TERMS AND CONDITIONS HEREIN, IN NO EVENT SHALL SUNGEVITY BE LIABLE FOR ANY ACTUAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT EVEN IF SUCH ACTUAL DAMAGES ARE FORESEEABLE AND WHETHER OR NOT SUNGEVITY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF.
- Confidentiality. “Confidential Information” means:(a) any information disclosed by eMotorWerks, either directly or indirectly, in writing, orally or by inspection of tangible objects, which is designated as “confidential,” “proprietary” or some similar designation (collectively, the “Disclosed Materials”) or
- should reasonably be understood to be confidential; and (b) any information otherwise obtained, directly or indirectly, by you through inspection, review or analysis of the Disclosed Materials. Confidential Information shall not include information that: (a) is or becomes part of the public domain through no action or omission of you; (b) becomes available to you from a third party that is not known to be in breach of any contractual, legal or fiduciary obligation of confidentiality; or (c) was rightfully in your possession prior to the date of disclosure. You will maintain in confidence and not disclose or disseminate to any third party, or use, except as explicitly permitted herein, any Confidential Information. Title to and ownership of all Confidential Information, including all systems, software (including any modifications, enhancements and updates), documentation, tools, utilities, methodologies, specifications, techniques and other materials, know-how and hardware owned by eMotorWerks shall remain the property of eMotorWerks.
- Notices. Any notice required or permitted to be given under this Agreement shall be given in writing and shall be deemed effectively given (a) upon transmission by email; (b) upon personal delivery; (c) two business days after deposit with a nationally recognized overnight delivery service; or (d) five business days after mailing via registered or certified mail, postage prepaid, return receipt requested. All notices shall be delivered to Referral Member using the then-current contact information associated with such Referral Member’s account. All notices shall be delivered to eMotorWerks at the following:
- General. This Agreement is governed by California law without giving effect to conflict of laws principles. The jurisdiction and venue for all disputes arising out of this Agreement shall be in San Mateo County, California. Any and all disputes arising out of or relating to this Agreement shall be arbitrated before either of the American Arbitration Association or JAMS under the applicable business dispute rules of such administering organization. eMotorWerks's relationship with you is that of an independent contractor, and nothing in this Agreement should be construed to create a partnership, agency, joint venture or employment relationship. Each party shall deem a document faxed or scanned to it as an original document. If any provision of this Agreement is found unenforceable or invalid, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole. In such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law. Provisions that should reasonably be considered to survive termination of this Agreement shall survive. The failure of either party to require performance by the other party of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself. 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 money) on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes, material shortages, or any other cause beyond the reasonable control of such party. You may not assign or transfer any rights under this Agreement without eMotorWerks's prior written consent. This Agreement completely and exclusively states the agreement of the parties regarding its subject matter and supersedes all prior proposals, agreements, or other communications between the parties, oral or written, regarding its subject matter.
You may not bid on the following keywords:
- juice box
- motor werks
- electric motor werks