These terms and conditions (“Terms”) apply to the Referral Rewards Program ("Program") of Procision Software Inc, (“Procision”). The purpose of the Program is to bring on new Procision clients through referrals. A “Participant” is an individual who submits a referral on the Procision Referral Form here or here. Alternatively, a Procision colleague can submit the Referral Form on a Participant’s behalf. A Qualified Referral (defined below) that becomes a Procision Client (defined below) is defined as a “Referred Procision Client.” By submitting the Procision Referral Form (“Referral Form”), the Participant agrees to be subject to these Terms and Procision’s Privacy Policy, as amended from time to time. Decisions of Procision are final, binding and non-appealable. These Terms are independent of any other relationship between Participant and Procision. To the extent permitted by applicable law, Procision reserves the right to change or cancel the Program at any time.

ELIGIBILITY REQUIREMENTS

To be eligible for the Program a Participant must:

Provide complete details for a Qualified Referral in the Referral Form linked above;

Be an individual over 18 years old and a resident of the United States;

Not be an employee of Procision, member of the board of directors for Procision, including any such person’s immediate family and household members;

Not have an already existing referral relationship with Procision;

Not be a channel partner of Procision; and 

All participants in any other Procision referral program relating to Procision products and services are ineligible to participate in the Program. Individuals may not participate in the Program if doing so is prohibited by any law or regulation. Procision reserves the right to disqualify any Participant it determines, in its sole discretion, is ineligible to participate or Procision otherwise does not wish for the Participant to participate.

DEFINITION OF A QUALIFIED REFERRAL

A Qualified Referral must meet the following criteria:

The information submitted on the Referral Form must be accurate in all respects;

The referral cannot be an Active Lead, or an Existing Procision Client. An “Active Lead” is defined as either a company or individual contacted by Procision within the preceding 90 calendar days. An Existing Procision Client is defined as any company or organization that currently receives services from Procision;

Participant must have a pre-existing personal relationship with the referral. In other words, Participant may not acquire referrals through unsolicited e-mail to persons unknown to them, and may not submit referrals based on email lists or other similar harvested consumer lists;

The referral must be located within the United States;

Former Procision Clients are not eligible to be a referral;

Referral must work in an industry that Procision services;

The referral must have given the Participant express written consent to provide their details to Procision, and to have Procision contact them;

REWARDS FOR QUALIFIED REFERRALS

If a Qualified Referral results in a Completed Initial Demo, within 45 days of the submission of the Referral Form with a Procision sales rep, then a $100 Visa Gift Card (“Gift Card Reward”) will be sent to the Participant via email. A Completed Initial Demo must include a decision-maker who has significant influence over the decision to purchase new software for their facility. The Gift Card Reward will be sent via email to the Participant within 30 calendar days following the Completed Initial Demo. Participant may not request cash or a substitute reward; however, Procision reserves the right to substitute a reward (or a portion thereof) with another reward of equal or greater value if the reward (or portion thereof) is not available for any reason, as determined by Procision in its sole discretion. The reward may be subject to fees, charges, minimum requirements, and/or expiration. If multiple Participants refer the same Qualified Referral, Procision reserves the right to split Gift Card Reward amongst the Participants at its discretion.

If a Qualified Referral signs up for software from Procision (a “Procision Client”) within 180 calendar days of the referral and remains a Procision Client for more than 180 calendar days, a Cash Reward will be paid to the Participant within 90 days of the criteria being met. The Cash Reward amount is based on the actual payment collected from the Procision Client within the 1st 6 months of the contract (the “Client Payment Received”). The Cash Reward amount will be the lesser of $2,000 and 15 percent of the Client Payment Received. If multiple Participants refer the same Qualified Referral, Procision reserves the right to split Cash Reward amongst the Participants at its discretion.

The Cash Reward will be issued in the form of an electronic payment, check or other method as deemed appropriate by Procision.

PROGRAM CANCELLATION AND TERMINATION

To the extent permitted by applicable law, Procision may at any time, without prior notice, terminate or modify the Program or these Terms, or both. All questions or disputes regarding eligibility for the Program; eligibility for or reward of Cash or Gift Card Rewards, or both; or interpretation of these Terms will be resolved by Procision in its sole discretion. Procision reserves the right to void either Gift Card or Cash Rewards, or both, if it suspects that such Rewards were earned fraudulently, if it violates any law or regulations or these Terms, or in a manner otherwise not intended by Procision.

TAXES

Cash Rewards and Gift Card Rewards, under the Program are subject to applicable federal, state and local taxes, to which the Participant shall be solely responsible. For non-Procision colleagues, upon Procision’s determination that the Participant should receive Cash Rewards or Gift Card Rewards, Procision may contact the Participant to request a completed Form W-9. If the Participant does not respond to Procision’s request to complete a Form W-9 or indicate a referral payment preference within 180 days, to the extent permitted by law, Procision reserves the right to rescind and void the Participants’ Cash Reward or Gift Card Reward, or both. Procision will report earnings under this Program as required by applicable law. Cash Rewards and Gift Card Rewards earned through this Program may be subject to federal, state, and local taxation and will be reflected on Form 1099 for all Participants. 

COMMUNICATIONS

By submitting the Referral Form, Participant may receive electronic communications from Procision including advertising and marketing materials. To update the communications you receive from Procision, visit the Procision Communication Preference Center by clicking here.

GOVERNING LAW

The interpretation, validity and performance of this Agreement shall be governed by the laws of the State of Delaware, without regard to any rules pertaining to conflicts of law that would result in the application of the law of any other jurisdiction.  Any disputes arising out of this Agreement, which are not amicably resolved by the Parties, shall be brought exclusively in the state or federal courts located in the State of Delaware. 

INDEPENDENT CONTRACTOR

The relationship of Procision and Participant established by this Agreement is that of independent contractors, and nothing contained in this Agreement shall be construed to: (a) establish an employer-employee relationship between Procision and Participant; (b) give either Party the power to direct and control the day-to-day activities of the other; (c) constitute the Parties as partners, joint venturers, co-owners or otherwise as participants in a joint or common undertaking; or (d) allow Participant to bind Procision (or any of its affiliates) in any manner or otherwise create or assume any obligation on behalf of Procision (or any of its affiliates) for any purpose whatsoever.  Participant acknowledges that Participant will not receive any company-sponsored benefits from Procision (or any of its affiliates), where benefits include without limitation paid vacation, sick leave, medical insurance, and 401K participation. If Participant is reclassified by a state or federal agency or court as an employee, Participant will receive no compensation or benefits beyond those mandated by applicable law.  Any use by Participant of Procision’s (or any Company affiliate’s) names, trademarks or other proprietary indicia (collectively, “Company Marks”) requires Procision’s prior written approval.  Any permitted use of Company Marks by Participant shall be in accordance with any guidelines or restrictions provided or made available by Procision and shall be solely for Procision’s (or, as applicable, its affiliate’s) benefit.

LIABILITY LIMITATIONS

In no event shall Procision be liable for any direct, special, indirect or consequential damages, or any other damages of any kind, regardless of the type of claim or legal theory asserted, arising out of or in any way connected with (i) the Program; (ii) the use of or inability to use the site or any materials, or (iii) any claim attributable to errors, omissions, or other inaccuracies in the site or any materials.

For all Procision colleagues, any and all disputes, claims, and causes of action arising out of, or connected with this Program or any rewards will be resolved pursuant to the terms of each participating colleague’s Terms and Conditions Agreement.