Champion Program Terms and Conditions

Paperless Parts, Inc.

2022-2023 Customer Champion Program 

Terms and Conditions

Paperless Parts, Inc. (“Paperless”) has established the 2022-2023 Customer Champion Program described herein (“Referral Program”) for purposes of allowing its active customers to earn rewards for finding potential customers for Paperless products and services, subject to these Referral Program Terms and Conditions (“Terms”).  

PLEASE READ THESE TERMS CAREFULLY.  BY CLICKING “I ACCEPT” BELOW, THE PERSON DOING SO THEREBY (A) AGREES, BY AND ON BEHALF OF SUCH PERSON’S EMPLOYER, THAT SUCH EMPLOYER (“you”) IS BOUND BY AND BECOMING A PARTY TO THESE TERMS WITH PAPERLESS AND (B) REPRESENTS TO PAPERLESS THAT SUCH PERSON IS AUTHORIZED TO BIND YOU AS A PARTY TO THESE TERMS.  IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE “DO NOT ACCEPT” BUTTON BELOW.

These Terms are effective as between you and Paperless as of the date you accept these Terms by clicking “I ACCEPT” below and through December 31, 2023.  

1. DEFINITIONS.  Capitalized terms used but not otherwise described in these Terms have the meanings specified in this Section 1. 

1.1 “Affiliate” means, with respect to a given company, any person or entity that own or controls, is owned or controlled by, or is under common ownership or control with that company, and any division, department or other group, segment or unit of or within such company or any other Affiliate thereof.

1.2 “Confidential Information” means any non-public information that relates to the actual or anticipated business, research, or development of Paperless and any proprietary information, trade secrets, and know-how of each Party that is disclosed to the other Party, directly or indirectly, in writing, orally, or by inspection or observation of tangible items. Confidential Information includes, but is not limited to, research, product plans, products, services, customer lists, development plans, inventions, processes, formulas, technology, designs, drawings, marketing, finances, and other business information. Confidential Information shall include the terms of this Agreement. Confidential Information disclosed by each Party is the sole property of the disclosing Party. 

1.3 “Discovery Meeting” means a virtual Product demonstration with Paperless.

1.4 “Disqualified Prospect” means, as between you and Paperless, a company that (a) at any time within twelve (12) months prior to the Referral Period: (i) was a customer of or in business discussions with Paperless, or (ii) scheduled or participated in a Discovery Meeting, or (iii) was referred to Paperless by any person or entity; (b) during the Referral Period, prior to submission of a corresponding Referral Form by you, is either referred to Paperless by a person or entity other than you (or your employees or representatives) or becomes a customer of, engages in business discussions with, or schedules or participates in a Discovery Meeting with Paperless, other than as a result of a referral that you provided hereunder; (c) Paperless determines, in its sole but reasonable discretion, is not a Qualified Potential Customer or otherwise suitable to be a customer of Paperless, or (d) is an Affiliate of any company described in preceding clause (a), (b) or (c).

1.5 “Eligible Customer” means a company with an active Product subscription during the Referral Period.

1.6 “New Customer” means a Referred Customer that executes a corresponding agreement and purchase order with Paperless for one or more Products during the Referral Period.  

1.7 “Paperless Site” means the Paperless website at www.paperlessparts.com.

1.8 “Product” means either a Paperless “Growth” subscription, “Pro” subscription, or “Enterprise” subscription, as each is further described on the Paperless Site. 

1.9 “Qualified Potential Customer” means a U.S. company that is (a) a custom parts manufacturer or job shop, (b) primarily or significantly in the business of sheet metal fabrication, computerized numerical control (CNC) machining, or additive manufacturing, and (c) not a Disqualified Prospect.  

1.10 “Referral Period” means the period of time starting as of August 12, 2022 and ending as of the December 31, 2023.

1.11 “Referred Customer” means a Qualified Potential Customer that, during the Referral Period: (a) submits a fully completed Referral Form through the Paperless Site referencing you as the referral source, (b) participates in a Discovery Meeting, and (c) upon request of Paperless, you have personally introduced at the Qualified Potential Customer management level to Paperless management personnel.

1.12 “Referral Form” means the Referral Form for the Referral Program made available on the Paperless Site.

2. OBLIGATIONS; EXCEPTIONS AND EXCLUSIONS

2.1 Referral Program Obligations. Neither party has any obligation to perform in the Referral Program. Paperless reserves the right to refuse to sell the Products and any other products or services to any person for any reason. In addition, Paperless in its sole discretion may cease selling the Products and any other products or services at any time to any customer including those referred by you, for any reason in accordance with Paperless’ agreements with those customers.

2.2 Referral Rewards.  As part of the Referral Program, Paperless will pay or provide (as applicable) the following (collectively, “Referral Rewards”):

1. $500 Demo Rewards. For each Qualified Potential Customer that participates in a Discovery Meeting during the Referral Period, Paperless will pay you a one-time Referral Reward payment of $500, within two (2) weeks following the date such Discovery Meeting is completed.
2. New Customer Referral Rewards. Additionally, Paperless will provide you with the following Referral Rewards: (i) for the first Referred Customer that becomes a New Customer during the Referral Period, a one-time Referral Reward equivalent to $1,500; and (ii) for each of the next four Referred Customers that become New Customers during the Referral Period, a one-time Referral Reward equivalent to $2,000 per such Referred Customer.  Referral Rewards to be provided pursuant to this Section 2.2(b) are redeemable only as a Visa Gift Card or as a credit toward subsequent amounts invoiced to you by Paperless for Paperless products or services, as elected by you, and will be provided (A) if Visa Gift Card is elected, within one (1) month of such election, or (B) if credit is elected, beginning no later than the first Paperless invoice provided at least 2 weeks after the date of such election.  If you elect to receive a VISA Gift Card, you acknowledge that it may be subject to transaction fees, dormancy fees, expiration dates, and other fees and restrictions on usage. Any such fees and restrictions are your sole responsibility, and Paperless is not and will not be liable for loss of, damage to, or expiration of any VISA Gift Card, or the imposition of fees thereon, or refusal by any merchant to redeem the underlying funds of the VISA Gift Card.
3. New Customer Points Rewards. For each Referred Customer that becomes a New Customer during the Referral Period, you will also be credited with the points described below and be eligible to receive corresponding additional Referral Rewards, as follows:

(i) Paperless will credit you with the following “points” (“Referral Points”) for the Product last purchased by each such New Customer during the Referral Period:

• 2 points for a “Growth” Product
• 4 points for a “Pro” Product
• 10 points for an “Enterprise” Product

(ii) If you are credited with at least 40 Referral Points as of the end of the Referral Period, Paperless will provide you with roundtrip coach air fare and a one-night hotel stay for one person for Paperless’ user conference in the Spring of 2023; provided that, in no event shall the aggregate amount paid or payable by Paperless for all Referral Rewards to be provided to you pursuant to this Section 2.2(c) exceed $2,500.  Paperless’ representatives will book the air transportation tickets and hotel accommodations. All airfare reserved through Paperless representatives are final with no refunds, discounts, exchanges, or other transferability once awarded. After the hotel or airfare have been reserved, you may not change the air travel itinerary, substitute different travel guests, or otherwise exchange the airfare, hotel reservations, or any associated details.  Paperless shall have no responsibility for canceled, delayed, suspended or rescheduled flights or other events.

 

2.3 Determinations Final.  In the event of any issue, discrepancy, ambiguity, or disagreement regarding these Terms or otherwise in connection with the Referral Program, including without limitation, the interpretation of any term or provision hereof, any determination regarding status as a Qualified Potential Customer, Referred Customer, or New Customer, or calculation of any Referral Reward, Paperless shall have sole discretion to resolve the same, and the interpretation and resolution of Paperless shall be final and binding.

3. REPRESENTATIONS AND WARRANTIES. By participating in the Referral Program, you represent and warrant that: (a) you have the full right, power and authority to do so and to enter into these Terms and to perform your obligations hereunder; (b) our participation in the Referral Program does not and will not conflict with or result in a breach (including with the passage of time) of any other agreement to which you are a party; and (c) these Terms constitute your valid and binding agreement and are enforceable against you (except as may be limited by public policy or creditors’ rights generally).
4. INDEMNIFICATION. You will indemnify, defend, and hold harmless Paperless and its directors, officers, and employees from and against all taxes, losses, damages, liabilities, costs, and expenses, including attorneys’ fees and other legal expenses, arising directly or indirectly from or in connection with: (a) any failure by you to participate in the Referral Program in accordance with all applicable laws, rules, and regulations, (b) any failure by you to be classified as an independent contractor with respect to the Referral Program, or (c) your receipt of any Referral Reward, including any prize awarded in connection with the Contest.
5. DISCLAIMER OF WARRANTIES. PAPERLESS MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY PAPERLESS PRODUCTS OR SERVICES, INCLUDING ANY WARRANTY OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. 

ADDITIONALLY, YOU ACKNOWLEDGE AND AGREE THAT PAPERLESS HAS NOT IN ANY MANNER ADOPTED ANY THIRD PARTY WARRANTY REGARDING ANY OF THE REFERRAL REWARDS, IF ANY, AS A WARRANTY OF PAPERLESS. YOU SHALL LOOK SOLELY TO THE THIRD PARTY MANUFACTURERS OR SUPPLIERS OF THE REFERRAL REWARDS TO PERFORM OR SATISFY ANY OBLIGATION UNDER ANY SUCH WARRANTY.

6. LIMITATION OF LIABILITY. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR TO ANY OFFICER, DIRECTOR, EMPLOYEE, REPRESENTATIVE, AGENT, CONTRACTOR, AFFILIATE, SUCCESSOR OR ASSIGN THEREOF, FOR ANY SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES, WHETHER UNDER TORT, CONTRACT OR ANY OTHER THEORY, EVEN IF SUCH PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS DESCRIBED HEREIN, IN NO EVENT SHALL EITHER PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, THE REFERRAL PROGRAM AND THE CONTEST EXCEED THE AGGREGATE OF THE AMOUNTS PAID OR PAYABLE BY EITHER PARTY TO THE OTHER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRIOR TO ANY SUCH CLAIM OF LIABILITY.

YOU ACKNOWLEDGE AND AGREE THAT THE USE OF ANY OF THE REFERRAL REWARDS CAN BE HAZARDOUS AND CAN PRESENT UNUSUAL RISKS OF DEATH, SERIOUS ILLNESS AND INJURY, AND PROPERTY DAMAGE. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE PARTICIPATING IN THE REFERRAL PROGRAM, THE CONTEST AND YOUR USE OF ANY REFERRAL REWARDS WITH KNOWLEDGE OF THE DANGER INVOLVED AND AGREE TO ACCEPT ANY AND ALL RISKS OF INJURY, ILLNESS, DEATH AND PROPERTY DAMAGE. PAPERLESS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE PRIZE OR YOUR PARTICIPATION IN THE REFERRAL PROGRAM OR THE CONTEST. BY PARTICIPATING IN THE REFERRAL PROGRAM, ENTERING THE CONTEST AND/OR RECEIVING OR USING ANY OF THE REFERRAL REWARDS, YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS PAPERLESS, ANY THIRD-PARTY MOBILE APPLICATIONS, WEBSITES, SOCIAL MEDIA CHANNELS AND EACH OF THEIR SUBSIDIARIES, AFFILIATES, SUPPLIERS, DISTRIBUTORS, ADVERTISING/CONTEST AGENCIES, AND SUPPLIERS, AND EACH OF THEIR RESPECTIVE PARENT COMPANIES AND EACH SUCH COMPANY’S OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS (COLLECTIVELY, THE “INDEMNIFIED PARTIES”) FROM AND AGAINST ANY CLAIM OR CAUSE OF ACTION, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, DEATH, OR DAMAGE TO OR LOSS OF PROPERTY, ARISING OUT OF THE PARTICIPATION IN THE REFERRAL PROGRAM OR CONTEST OR RECEIPT OR USE OR MISUSE OF ANY REFERRAL REWARD BY YOU OR ANY OF YOUR OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, AGENTS, CONTRACTORS, AFFILIATES, SUCCESSORS OR ASSIGNS. YOU HEREBY EXPRESSLY ACKNOWLEDGE AND AGREE THAT NONE OF THE INDEMNIFIED PARTIES ARE OR SHALL BE RESPONSIBLE FOR: (1) ANY INCORRECT OR INACCURATE INFORMATION, WHETHER CAUSED BY YOU, PRINTING ERRORS OR BY ANY OF THE EQUIPMENT OR PROGRAMMING ASSOCIATED WITH OR UTILIZED IN THE REFERRAL PROGRAM OR THE CONTEST; (2) TECHNICAL FAILURES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO MALFUNCTIONS, INTERRUPTIONS, OR DISCONNECTIONS IN PHONE LINES OR NETWORK HARDWARE OR SOFTWARE; (3) UNAUTHORIZED HUMAN INTERVENTION IN ANY PART OF THE REFERRAL PROGRAM OR THE CONTEST OR ANY ASSOCIATED REGISTRATION, ENTRY OR REFERRAL PROCESS; (4) TECHNICAL OR HUMAN ERROR WHICH MAY OCCUR IN THE ADMINISTRATION OF THE REFERRAL PROGRAM OR THE CONTEST OR THE PROCESSING OF ENTRIES OR SUBMISSIONS; OR (5) ANY INJURY OR DAMAGE TO PERSONS OR PROPERTY WHICH MAY BE CAUSED, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, FROM ANY PARTICIPATION IN THE REFERRAL PROGRAM OR THE CONTEST OR RECEIPT OR USE OR MISUSE OF ANY REFERRAL REWARD BY YOU OR ANY OF YOUR OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, AGENTS, CONTRACTORS, AFFILIATES, SUCCESSORS OR ASSIGNS. 

Paperless reserves the right at its sole discretion to cancel, terminate, modify or suspend the Referral Program or Contest, including if for any reason it is not capable of running as planned, including infection by computer virus, bugs, tampering, unauthorized intervention, fraud, technical failures, or any other causes which corrupt or affect the administration, security, fairness, integrity, or proper conduct of the Referral Program or the Contest. If for any reason a submission is confirmed to have been erroneously deleted, lost, or otherwise destroyed or corrupted, the sole remedy is another entry in the Referral Program and/or Contest, as applicable, during the Referral Period. 

If you become entitled to any Referral Reward(s) other than cash, then as a condition to awarding such Referral Rewards, you hereby agree to sign an affidavit of eligibility, liability release and a publicity release, prior to receiving such Referral Reward(s). By accepting any Referral Reward, you hereby authorize Paperless, on your own behalf, and on behalf of any of your employees or representatives with whom you share any benefit of any Referral Reward (“your Personnel”) to use your and their name, photograph, likeness, voice, Referral Reward information, and biographical information for publicity and promotional purposes without further compensation where permitted by law. Except where prohibited, participation in the Referral Program and Contest constitutes your consent, on your behalf and on behalf of your Personnel, to Paperless’ use of your and their name, likeness, voice, opinions, biographical information, hometown and state for promotional purposes in any media without further payment or consideration.

7. TERM AND TERMINATION

7.1 Term. These Terms shall commence as of the date you click “I ACCEPT” below and shall terminate as of the earlier of termination pursuant to Section 7.2 below or the last day of the Referral Period.

7.2 Termination. Notwithstanding the foregoing, without prejudice to any other right or remedy available at law or in equity in respect of any event described below, the Referral Program may be terminated by Paperless at any time and without penalty; provided that no termination shall relieve Paperless of its obligation to pay or provide any applicable Referral Reward owed prior to the date of such termination.

8. COMPLIANCE WITH FTC ENDORSEMENT GUIDELINES. As a participant in Referral Program, in the event you post or share information about Paperless or such program via social media, you must disclose your material connection to Paperless and follow the Federal Trade Commission’s Guides Concerning the Use of Endorsements and

Testimonials in Advertising. The following hashtags should be used in all social media posts associated with the Referral Program and/or the Contest: #Sponsored, #PP_ReferralProgram. 

9. DISPUTE RESOLUTION

9.1 Arbitration. Except as set forth in Section 9.4 below, any dispute or controversy arising out of, relating to, or concerning any interpretation, or concerning any interpretation, construction, performance, or breach of these Terms, will be settled by arbitration to be held in Boston, Massachusetts in accordance with the rules then in effect of the American Arbitration Association. The arbitrator may grant injunctions or other relief in the dispute or controversy. The decision of the arbitrator will be final, conclusive, and binding on the Parties to the arbitration. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction.

9.2 Arbitration Fees. In the event of any arbitration the Parties hereto arising from or related to a party’s performance or breach of these Terms, the prevailing party shall be entitled to and shall receive, in addition to any relief granted by the arbitrator, their reasonable attorneys’ fees and other costs and expenses incurred in prosecuting or opposing the prosecution of such action. Further, if any action at law or in equity is necessary to enforce or interpret the terms of these Terms, the prevailing party shall be entitled to reasonable attorneys’ fees, costs and necessary disbursement, in addition to any other relief to which the party may be entitled. 

9.3 Waiver or Right to Jury Trial. This arbitration clause constitutes a waiver of each Party’s right to a jury trial for all disputes relating to all aspects of these Terms and the Referral Program. 

9.4 Equitable Remedies. The Parties may apply to any court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary, without breach of these Terms and without abridgment of the powers of the arbitrator. 

9.5 Consideration. Each party’s promise to resolve claims by arbitration in accordance with the provisions of these Terms, rather than through the courts, is consideration for the other party’s like promise. 

10. MISCELLANEOUS

10.1 Nonassignment and No Subcontractors. Neither these Terms nor any rights under these. Terms may be assigned or otherwise transferred by you, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of Paperless. Subject to the foregoing, these Terms will be binding upon and will inure to the benefit of the parties and their respective successors and assigns. Any assignment in violation of the foregoing will be null and void. 

10.2 Waiver. Any waiver of the provisions of these Terms by Paperless or of Paperless’ rights or remedies under these Terms must be in writing to be effective. 

10.3 Severability. If any term, condition, or provision in these Terms is found to be invalid, unlawful, or unenforceable to any extent, the parties will endeavor in good faith to agree to amendments that will preserve, as far as possible, the intentions expressed in this Agreement. 

10.4 Governing Law. The internal laws of the Commonwealth of Massachusetts, but not the choice of law rules, govern this Agreement. 

10.5 Headings. Headings are used in these Terms for reference only and will not be considered when interpreting this Agreement. 

10.6 Notices. All notices, approvals, consents, waivers, and other communications under these Terms must be in writing and will be deemed to have been given when (a) in the case of Paperless, received, if sent by a nationally recognized overnight delivery service or U.S. mail to 205 Portland St., Sixth Floor, Boston, MA 02114, Attention: Finance or (b) in the case of you, when sent by email to the address, facsimile number and/or email address provided by you in connection with your registration for the Referral Program or acceptance of these Terms, or to such other address, facsimile number or email address as a party may designate by notice to the other party from time to time in accordance with this Section. 

10.7 Independent Contractors. The relationship between the parties is that of independent contractors. Nothing in this Agreement shall be deemed to create an employment, partnership, joint venture or agency relationship between the parties. 

10.8 Entire Agreement. These Terms represent the complete agreement of the parties, supersedes all prior discussions, communications and agreements between the parties with respect to the subject matter hereof, and cannot be amended or modified except in a writing signed by both parties.