Read-A-Thon Referral Program Agreement

Last Modified: February 26, 2024

The Read-A-Thon Referral Program Agreement applies to your participation in our Referral Program (the “Program”). These terms are so important, that we cannot have you participate in our Program unless you agree to them. By signing up for a Referral account, you are agreeing to these terms.

This is a contract between you (the “Referrer”) and us (“Read-A-Thon”). It describes how we will work together and other aspects of our business relationship. It is a legal document so some of the language is “legalese” but we have tried to make it as readable as possible.

We periodically update these terms. We might also choose to replace these terms in their entirety if, for example, the Program changes, ends, or becomes part of an existing program. If we update or replace the terms we will let you know via electronic means, which may include notification by email or in your Referral Account Portal. If you don’t agree to the update or replacement, you can choose to terminate as we describe below.

  1. Definitions.

    2. “Agreement” means this Read-A-Thon Referral Program Agreement and all materials referred or linked to in here.

    “Fees” means an amount described in Exhibit A (or if applicable, the Referral Account Portal) for each Referee Transaction.

    “Read-A-Thon Content” means all information, data, software, photographs, graphics, images, and tags we incorporate into our services.

    “Read-A-Thon Events” means a fundraiser held in partnership with Read-A-Thon that centers around reading activities.

    “Referee” means the authorized actual user of the Read-A-Thon services who has signed up for a Read-A-Thon event.

    “Referee Data” means all information that Referee submits through the Referral Account Portal.

    “Referee Transaction” means a Read-A-Thon event booked through a Referral Link and then that Read-A-Thon Event subsequently held and completed by the Referee.

    “Referral Account Portal” means the website that we make available to you upon your acceptance into the Referral Program and for you to use in order to participate in the Program.

    “Referral Link” means the unique tracking link you send via email to a Referee through the Referral Account Portal.

    “Referral Program” means our referral program as described in this Agreement.

    “We”, “us”, “our”, and “Read-A-Thon” means Read-A-Thon Fundraising Company.

    “You” means the party, other than Read-A-Thon entering into this Agreement and participating in the Program.

  2. Referrer Acceptance. Once you complete the form to become a Referrer in the Referral Account Portal, you will be accepted to participate in the Program. Upon acceptance into the Program, the terms and conditions of this Agreement shall apply in full force and effect, until terminated, pursuant to the terms set forth below. Further, you will need to complete any additional enrollment criteria as set out by Read-A-Thon. You will comply with the terms and conditions of this Agreement at all times, including any applicable enrollment criteria.
  3. Program Limits. We will pay you Fees as described in Exhibit A for each new Referee who completes an applicable Referee Transaction after using a Referral Link made available by you, provided that you remain eligible to receive Fees pursuant to the terms of this Agreement. The start of the Referee Transaction is determined by the date the Read-A-Thon Event by the Referee has occurred and you will receive a Fee payment for that Referee Transaction only, regardless of any additional Read-A-Thon events made by that Referee.
  4. Eligibility. To be eligible for Fees (i) a Referee must be accepted and valid in accordance with the ‘Acceptance and Validity’ section, (ii) a Referee Transaction must have occurred, and (iii) a Referrer cannot be employed or related to the Referee. You are not eligible to receive Fees or any other compensation from us if: (i) such compensation is disallowed or limited by federal, state or local law or regulation in the United States; (ii) the applicable Referee objects to or prohibits such compensation; (iii) the Fee payment has been obtained by fraudulent means, misuse of the Referral Link, in violation of any Program policies that we make available to you or by any other means that we deem to breach the spirit of the Program. If at any point you are eligible to receive a payment or commission under another Read-A-Thon program, that payment amount will not change based on your participation in the Program. In competitive situations with other referrers, we may elect to provide the Fee the referrer that we deem to be most eligible for the Fee, at our discretion. We may discontinue Fee payments should any of the eligibility criteria fail to be met at any time.
  5. Acceptance and Validity. You will only be eligible for a Fee payment for any Referee Transactions that derived from Referees generated by the Referral Link that we make available to you and are accepted by Read-A-Thon. A Referee will be considered valid and accepted if, in our reasonable determination: (i) it is a new potential customer of ours; (ii) is not, at the time of submission or sixty (60) days prior one of our pre-existing customers or involved in our active sales process; or (iii) you currently are employed by Referee or have been within the last 60 days. Notwithstanding the foregoing, we may choose not to accept a Referee in our reasonable discretion. If a Referee does not participate in a Read-A-Thon Event on the date described in the Referral Account Portal, you will not be eligible for a Fee payment, even if the Referee decides to participate in the Read-A-Thon at a later date. A Referee is not considered valid if its first click on a Referral Link is after this Agreement has expired or terminated.
  6. Engagement with Prospects. Once we have received the Referee information, we may elect to engage with the prospect directly, regardless of whether or not the Referee is valid. If a Referee is not valid then we may choose to maintain it in our database and we may choose to engage with such Referee. Any engagement between Read-A-Thon and a Referee will be at Read-A-Thon’s discretion.
  7. Fee and Payment. In order to receive payment under this Agreement and as described in Exhibit A, you must have: (i) agreed to the terms of this Agreement, (ii) completed all necessary steps to create an account in the Referral Account Portal in accordance with our directions, (iii) if applicable, have a valid and up-to-date payment method in the Referral Account Portal with such account, and (iv) completed any and all tax documentation in order for the Referral Account Portal to process any payments that may be owed to you.
  8. Requirements for Payment; Forfeiture. Notwithstanding the foregoing or anything to the contrary in this Agreement, if any of the requirements set forth in the ‘Fee and Payment’ section remain outstanding for six (6) months immediately following the close of a Referee Transaction, then your right to receive a Fee arising from the Referee Transaction with the associated Referee will be forever forfeited (each, a “Forfeited Transaction”). We will have no obligation to pay you a Fee associated with a Forfeited Transaction.
  9. Fee Payment. We will not pay more than one Fee payment on any given Referee Transaction (unless we chose in our discretion).
  10. Taxes. You are responsible for payment of all taxes and fees (including bank fees) applicable to the Fees. All amounts payable by us to you are subject to offset by us against any amounts owed by you to us.
  11. Fee Amounts. We reserved the right to alter of change the Fee amount as per the Referral Account Portal.
  12. Trademarks.
    1. You grant us a nonexclusive, nontransferable, royalty-free right to use and display your trademarks, service marks and logos (“Referrer Marks”) in connection with the Program and this Agreement.
    2. During the Term of this Agreement, in the event that we make our trademarks available to you, you may use our trademark as long as you follow the usage requirements in this section. You must: (i) only use the images of our trademark that we make available to you, without altering them in any way; (ii) only use our trademarks in connection with the Program and this Agreement; and (iii) immediately comply if we request that you discontinue use. You must not: (i) use our trademark in a misleading or disparaging way; (ii) use our trademark in a way that implies we endorse, sponsor or approve of your services or products; or (iii) use our trademark in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material.
  13. Proprietary Rights.
    1. Read-A-Thon’s Proprietary Rights. The Read-A-Thon Content is protected by intellectual property laws. The Read-A-Thon Content belongs to and are the property of us or our licensors (if any). We retain all ownership rights in the Read-A-Thon Content. You agree not to copy, sell, distribute, or create derivative works based on the Read-A-Thon Content, in whole or in part, by any means, except as expressly authorized in writing by us. Read-A-Thon, the Read-A-Thon logos, and other marks that we use from time to time are our trademarks and you may not use them without our prior written permission, except as otherwise set forth in this Agreement.
    2. Referee’s Proprietary Rights. As between you and Referee, Referee retains the right to access and use the Referral Account Portal. For the avoidance of doubt, Referee will own and retain all rights to Referee Data.
  14. Confidentiality. As used herein, “Confidential Information” means all confidential information disclosed by a party ("Disclosing Party") to the other party (“Receiving Party”), (i) whether orally or in writing, that is designated as confidential, and (ii) Read-A-Thon customer and prospect information, whether or not otherwise designated as confidential. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party or (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party. The Receiving Party shall: (i) protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses with its own confidential information, but in no event less than reasonable care, (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information of the Disclosing Party to any third party, and (iv) limit access to Confidential Information of the Disclosing Party to its employees, contractors and agents. The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process.
  15. Opt Out and Unsubscribing. You will comply promptly with all opt out, unsubscribe, and "do not send" requests. For the duration of this Agreement, you will establish and maintain systems and procedures appropriate to effectuate all opt out, unsubscribe, and "do not send" requests.
  16. Term; Termination.
    1. Term. This Agreement will apply for as long as you participate in the Program, until terminated.
    2. Termination Without Cause. Both you and we may terminate this Agreement on fifteen (15) days written notice to the other party.
    3. Termination for Cause. We may terminate this Agreement: (i) upon thirty (30) days’ notice to you of a material breach if such breach remains uncured at the expiration of such period, (ii) immediately, if you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, (iii) immediately, if you breach the terms applicable to your Read-A-Thon Event with us (if you have one), or (iv) immediately, if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.
    4. Effects of Termination. Expiration of this Agreement, and termination of this Agreement: (i) without cause by us,(ii) by you with cause, (iii) by you according to the ‘Termination for Agreement Changes’ section, shall not affect our obligation to pay you a Fee, so long as the related payments by the Referee Transaction is recognized by us within thirty (30) days after the date of such termination or expiration. We will not pay you Fees on a Referee Transaction recognized by us after thirty (30) days after the date of such termination of expiration set out above. Provided however, in the event of termination without cause by you, or for cause by us, our obligation to pay and your right to receive any Fee will terminate upon the date of such termination, regardless of whether you would have otherwise been eligible to receive a Fee prior to the date of termination. Except as expressly set forth in this section, you are not eligible to receive a Fee payment after expiration or termination of this Agreement. Upon termination or expiration, you will discontinue all use of and delete the Referral Account Portal that we make available to you for your participation in the Program. Upon termination or expiration, a Referee is not considered valid, and we may choose to maintain it in our database and engage with such a prospect.

    Upon termination or expiration, you will immediately discontinue all use of our trademark and references to this Program. For the avoidance of doubt, termination or expiration of this Agreement does not cause a Referee’s Read-A-Thon Event to be terminated.

  17. Representations and Warranties. You represent and warrant that: (i) you have all sufficient rights and permissions to participate in the Program and to provision Read-A-Thon with Referees for our use in sales and marketing efforts or as otherwise set forth in this Agreement; (ii) your participation in this Program will not conflict with any of your existing agreements or arrangements; and (iii) you own or have sufficient rights to use and grant us our right to use Referrer Marks. You further represent and warrant that: (i) you will not attempt to mask the referring URL information, (ii) you will not use you own Referral Link to engage in Read-A-Thon events for yourself, and (iii) you will not use any false or misleading mechanisms to deliver referrals. This includes sourcing referees through compilations of personal data such as phonebooks, or other tools or automation services to generate referees, or offering incentives to encourage signups.
  18. Indemnification. You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an "Action") brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us to the extent that such Action is based upon or arises out of (a) your participation in the Program, (b) our use of the Referee Data you provide us, (c) your noncompliance with or breach of this Agreement, (d) your use of the Referral Account Portal, or (e) our use of Referee Marks. We will: notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You shall not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.
  19. Disclaimers; Limitation of Liability.
    1. Disclaimer of Warranties. WE MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE READ-A-THON CONTENT, THE REFERRAL PROGRAM OR THE REFERRAL ACCOUNT PORTAL FOR ANY PURPOSE. THE REFERRAL ACCOUNT PORTAL MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE REFERRAL ACCOUNT PORTAL IS PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE REFERRAL ACCOUNT PORTAL INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
    2. No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES.
    3. Limitation of Liability. IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY, THE PARTIES AGREE THAT OUR AGGREGATE LIABILITY WILL BE LIMITED TO THE TOTAL FEE AMOUNTS YOU HAVE ACTUALLY EARNED IN THE TWELVE-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM.
    4. Referral Account Portal. WE DISCLAIM ALL LIABILITY WITH RESPECT TO THE REFERRAL ACCOUNT PORTAL THAT YOU USE. WE DO NOT PROMISE TO MAKE THE REFERRAL ACCOUNT PORTAL AVAILABLE TO YOU, AND WE MAY CHOOSE TO DO SO, OR NOT TO DO SO, IN OUR DISCRETION.
  20. Amendment; No Waiver. We may update and change any part or all of this Agreement, including by replacing it in its entirety. If we update or change this Agreement, the updated Agreement will be made available to you via the Referral Account Portal and/or by email. The updated Agreement will become effective and binding on the next business day after we have notified you. When we change this Agreement, the "Last Modified" date above will be updated to reflect the date of the most recent version. We encourage you to review this Agreement periodically. If you don’t agree to the update, change or replacement, you can choose to terminate as we describe above. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.
  21. Applicable Law. This Agreement shall be governed by the laws of the State of Texas, without regard to the conflict of law provisions thereof. In the event either of us initiates an action in connection with this Agreement or any other dispute between the parties, the exclusive venue and jurisdiction of such action shall be in the state and federal courts in Fort Worth, Texas.
  22. Force Majeure. Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
  23. Actions Permitted. Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.
  24. Relationship of the Parties. Both you and we agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement.
  25. Compliance with Applicable Laws. You shall comply, and shall ensure that any third parties performing referral activities on your behalf comply, with all applicable laws, governmental regulations, ordinances, and judicial administrative orders. You shall not engage in any deceptive, misleading, illegal or unethical marketing activities, or activities that otherwise may be detrimental to us, our customers, or to the public.
  26. Severability. If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.
  27. Notices. Notice will be sent to the contact address set forth herein (as such may be changed by notice given to the other party), and will be deemed delivered as of the date of actual receipt.

    28. To Read-A-Thon Fundraising Company: 2420 Highway 287 North, Mansfield, TX 76063
    Attention: Referral Notice

    To you: your address as provided in our Referral Account Portal by you.

    We may give electronic notices specific to you by email to your e-mail address(es) on record in our account information for you. We may give notice to you by telephone calls to the telephone numbers on record in our account information for you.

  28. Entire Agreement. This Agreement is the entire agreement between us for the Program and supersedes all other proposals and agreements, whether electronic, oral or written, between us.
  29. Assignment. You will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of its assets, change of control or operation of law, without our prior written consent. We may assign this Agreement to any affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.
  30. No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity (other than the parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
  31. Authority. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.
  32. Data Processing and Protection. The parties acknowledge that in connection with the Program, each party may provide or make available to the other party personal data. To the extent that any personal data is processed in connection with the Program, the terms set forth in the Read-A-Thon Privacy Policy (posted at: https://www.read-a-thon.com/privacy.php), which are hereby incorporated by reference, shall apply. Each party shall process the personal data in its possession or control: (i) in accordance with the Read-A-Thon Privacy Policy (ii) for the purposes described in this Agreement; and/or (iii) as may otherwise be permitted under applicable data protection laws.

EXHIBIT A

Read-A-Thon Referral Program Guidelines

These guidelines outline additional and necessary steps and conditions for participating in the Read-A-Thon Referral Program. As a Referrer, adherence to these terms is mandatory to be eligible to earn referral fees.


Referral Registration and Tracking Process:

  1. Initiating a Referral: Referrers should use the Referral Program Portal to send their unique Referral Link to potential Referees.
  2. Referee Sign-Up: Referees must sign up for the Read-A-Thon Event by clicking on and using the Referral Link provided by the Referrer.
  3. Tracking Earnings: Referrers can monitor the status and amounts of payable Fees through the Referral Program Portal.
  4. Fee Confirmation: Within thirty (30) days following the Referee's participation in the Read-A-Thon Event, the Referral Program Portal will update to show the Fees that are payable to the Referrer.
  5. Fee Payment Method: Read-A-Thon will distribute Fee payments using a prefunded card. This card will be provided based on the Referrer’s details as registered in the Referral Account Portal.
  6. Payment Timeline: Fee payments will be processed within sixty (60) days after the Referee has completed the Read-A-Thon Event.

Earning Referral Fees:

Referrers are entitled to a Fee equivalent to 2% of the net donations collected (donations less any chargebacks, etc.) from their Referee's Read-A-Thon Event. This Fee is applicable only if the event raises a minimum of $1,000 in donations. The Fee payable to a Referrer for each Referee Transaction will not exceed $1,000 under any circumstances.