CAMPSPOT REFERRAL PROGRAM AGREEMENT

Updated: April 8, 2024

 

This Referral Program Agreement (“Agreement”) is made and entered into by and between Rezplot Systems, LLC d/b/a Campspot (“Campspot”, “we” or “us”) and the person or company referring prospects as described herein (“you” or “your”) and is effective on the date you indicate acceptance of this Agreement by clicking and agreeing to the terms and conditions set forth herein and/or upon registration of an account (“Effective Date”). 

You acknowledge and agree that you have read, understand and agree to be bound by all of the terms and conditions of this Agreement, as well as all other applicable rules or policies provided by Campspot from time to time, and understand that you are entering into a legally binding agreement with Campspot  If you do not agree with the terms and conditions set forth herein, then you must not provide the referral services described herein.  If you were previously entered into Campspot’s prior referral program, in order to receive Rewards (as defined herein), you will be required to enter into this Agreement and set up a new registration as set forth herein.

Campspot reserves the right to change and/or modify this Agreement and/or any applicable rules and/or policies at any time in its sole discretion and your continued provision of the referral services described herein after Campspot’s posting of any changes will constitute your acceptance of such changes.  Campspot will provide notice of such changes by posting the updated terms and conditions on Campspot’s website and changing the “last updated” date listed above.  Any changes will be effective immediately upon posting such changes and such changes shall be incorporated herein by reference.  If you do not agree with the changes, you shall not provide the referral services described herein after the effective date of the changes. 

ARBITRATION NOTICE:  EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN ARTICLE 10, YOU AGREE THAT DISPUTES BETWEEN YOU AND CAMPSPOT WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT AND/OR CLASS-WIDE ARBITRATION.

1. How The Program Works

1.1 Campspot’s referral program (“Program”) is designed for campground owners and operators to refer other campgrounds. When a referred campground signs a Campspot software agreement, the person or company who made the referral can earn a Reward (as defined herein) for every campground that signs up with Campspot that you originally referred.  Subject to your compliance with the terms set forth herein, Campspot hereby grants you a non-exclusive, non-transferable, non-assignable right to market and promote Campspot to potential campgrounds.  You shall limit your descriptions of the Campspot’s services to the marketing information provided by Campspot and shall not make any representations with respect to Campspot that are inconsistent with Campspot’s terms, marketing materials and/or other literature provided by Campspot.  You are not authorized to enter into contracts or agreements on behalf of Campspot or to otherwise create obligations of Campspot to third parties.

1.2  Campspot may establish an account for you on a third party management platform, owned and operated by Referral Factory (www.referralfactory.com) (“Platform”), which will provide infrastructure to support the Program operations including tracking and reporting, or may require you to set up an account.  

1.3 You will ensure that your email address and other contact and account information is kept up-to-date at all times. You hereby give Campspot permission to email or otherwise communicate with you regarding any matters relating to the Program and to this Agreement. You agree that Campspot or its representatives may store, use and process your contact data in connection with this Program, including, but not limited to, account administration, maintenance and support activities, and payment. 

1.4 You will comply with all applicable terms, conditions, policies and procedures imposed on you by the Platform in connection with your access to and use of the Platform, as they may be amended from time.

 

2. A Referral Is

2.1 Campspot and/or its agents will provide you with a unique code or link that you can provide to others that may be interested in Campspot’s services (“Tracking Link”). Please be aware that we are only able to recognize a potential customer that uses the Tracking Link.  If a potential customer does not use the Tracking Link, we are unable to pay earnings on that person's activity. The tracking day will start from the time a customer clicks on your Tracking Link.

2.2 If the potential customer is not already registered in our pipeline at the time of signing up,  clicks on your Tracking Link and enters into a Customer Agreement (as defined below) with Campspot for paid services, then such potential customer shall become a Referred Customer and you shall be eligible to earn a reward (provided the other requirements, terms and conditions set forth herein are met). A “Referred Customer” means a user that clicks on the Tracking Link provided to you by Campspot and enters into an agreement with Campspot for paid services, provided that such person is not already registered in our database as a customer or within our potential pipeline (a “Customer Agreement”).  

2.3 A referral is only counted as a successful referral if the contact at the campground referred is not currently a contact in Campspot’s database and/or customer relationship management (CRM) system, and if the referred person ends up signing a Customer Agreement with Campspot. The person who signs the agreement does not need to be the same person who is initially referred but the campground must match.  All Referred Customers must be new and first-time users of Campspot. Existing users cannot participate in and benefit from the Program. 

2.4 A limit to the number of referrals made by you may apply, or we may specify a maximum number of Referred Customers who are eligible for the benefits of this Program.

 

3. Rewards And Offers

3.1 During the term, Campspot will pay you a $200.00 reward (“Reward(s)”) for each Referred Customer.  Campspot reserves the right to change the qualifications and/or the Rewards at any time by providing notice to you either via email or by prompting you to click and agree to terms as a requirement to continue participating in the Program. 

3.2 Notwithstanding anything herein to the contrary, a Reward shall be “earned” only if each of the following conditions is met: (1) the Referred Customer has entered into a Customer Agreement with Campspot for paid services within the timeframes described herein; (2) the Referred Customer is not an existing customer or potential customer within Campspot’s database; and (3) you are not in breach of this Agreement. In addition to all other remedies available to Campspot, Campspot reserves the right to refuse to make any payment to you with respect to any Referred Customer that Campspot determines was obtained as a result of promotional efforts that were in breach of this Agreement. 

3.3 Campspot tracks Rewards owed hereunder via the Platform and payments for earned Rewards will be made through the Platform.  Campspot will pay you in US dollars, but you can choose to withdraw the payment in whatever major currency that is supported by the Platform.  Campspot will pay you the applicable Rewards within thirty (30) days after the end of the month in which a Referred Customer signs the Customer Agreement.  The person or company that made the referral must be associated with the Referred Customer in the Platform and such deal shall be marked as “closed-won” before any Rewards will be considered or issued.

3.4 You will be solely responsible for and Campspot will not owe any applicable sales or use tax, and all fees are deemed inclusive of all forms and types of taxes in all jurisdictions.  In no event will Campspot owe any taxes attributable to your income and/or payroll.

3.5 We will not respond to any complaint or accept any dispute about the Program terms.  We do not refund or exchange any such Rewards. 

 

4. Guidelines

4.1 Any written materials, blogs, email and/or social media posts (collectively hereinafter the “Posts”) made by you that contain the Tracking Link must conform to the following requirements: 

1. Your Posts must comply with the Federal Trade Commissions (the “FTC”) Guides Concerning Endorsements and Testimonials (“Endorsement Guides).  You must place the disclosure in plain sight in close proximity to any audio or visual communications that you make about us, our brand, and our services. You may not bury the disclosure in a link or place the disclosure in a string of hashtags or other disclosures. We require this disclosure regardless of any space limitations of the platform (like Twitter), where you can use hashtags for the disclosure (like #ad or #sponsored). 

2. Although we want your Posts to be authentic, your Posts should only include factual statements about Campspot and our services.

3. Your Posts will reflect your own honest opinions, beliefs, and experiences.

4. Your Posts will be original and created solely by you.

5. Your Posts will not include the intellectual property of other parties, including any third-party music, photographs, artwork, trademarks, logos, or slogans.

6. You must not publish our Program on any sites or platforms that house any adult content, alcohol, tobacco, gambling, games and online casinos, political content, and any form of illegal activities. 

(f)   Your Posts will not include any person, or personally identifiable information about anyone, other than you unless you receive our prior written approval and have the persons at issue sign a release provided by us.

(g)  Your Posts will comply with the rules of the applicable social media platforms.

(h)  Your Posts will comply with all applicable laws, rules, and regulations.

Campspot reserves the right to change the process described herein upon notice to you and/or reject any potential customer in its sole and absolute discretion.  You understand that we may monitor your Posts for compliance with the terms herein and retain the right to address noncompliant Posts by requiring you to fix the Post, withholding payment of Rewards and/or terminating the Agreement. 

4.2 This Program cannot be combined with other Campspot referral programs, discounts, vouchers, benefits or incentives. By participating in this Program, we may restrict you from any other promotion, program, discount, or vouchers.

4.3 You understand and agree that you must not use referral methods that are bothersome to the recipients. 

 

5. Term and Termination 

5.1 The term of this Agreement shall commence on the Effective Date and continue until terminated by either party in accordance with the terms and conditions of this Agreement.  

5.2 If a party materially breaches this Agreement, and the defaulting party does not cure such breach within thirty (30) days after its receipt of written notice of material breach, the non-defaulting party may terminate this Agreement upon written notice to the defaulting party. Termination of this Agreement will be without prejudice to any other rights and remedies that the non-defaulting party may have under this Agreement and/or at law and/or in equity.

5.3 Either party may terminate this Agreement for convenience upon one (1) day prior written notice to the other party.

5.4 Notwithstanding anything herein to the contrary, Campspot may suspend and/or terminate this Agreement immediately in the event that access to the Platform is interrupted, suspended or terminated.

5.5 Upon termination of this Agreement, you will immediately (i) cease using Campspot’s materials, (ii) return all Confidential Information, materials and information related to potential customers to Campspot, and (iii) discontinue holding yourself out as a marketer and promoter of the Campspot.  

 

6. Intellectual Property and Third-Party Products

6.1 Campspot owns all right, title and interest in and to the materials, its services, the Campspot website and related developments, enhancements and revisions, intellectual property rights and/or proprietary rights therein and related thereto.  Campspot shall establish, and may vary from time to time, the pricing, terms and conditions related to its services.  Campspot grants you the right to access and use the materials provided to you solely as described herein and/or as otherwise agreed by Campspot. 

6.2 You acknowledge and agree that Campspot may use third party products and/or services to provide the Program and Campspot shall not be liable for such third-party products and/or services. 

 

7. Confidentiality; Privacy

7.1 You will keep all proprietary information related to the business of Campspot and any of its affiliates, clients and other third parties to which you have access, whether in oral, written, graphic and/or machine-readable form, in the course of or in connection with the Program (collectively, the “Confidential Information”) confidential and will only use such Confidential Information to perform your obligations under this Agreement. You may disclose the Confidential Information only to those who have a need to know such Confidential Information solely in connection with the Program; provided, however, that you assume full responsibility for any failure to comply with this Agreement. You acknowledge that a breach of the obligations related to Confidential Information may result in irreparable and continuing damage to Campspot for which monetary damages may not be sufficient, and you agree that Campspot will be entitled to seek, in addition to its other rights and remedies hereunder or at law, injunctive or all other equitable relief, and such further relief as may be proper from a court of competent jurisdiction.  

7.2 You acknowledge and agree that you shall comply with all applicable privacy laws and have read and agree to Campspot’s privacy notice at https://www.campspot.com/about/privacy, which shall be incorporated herein by reference and may be changed from time to time in Campspot’s sole and absolute discretion.

 

8. Representations and Warranties

8.1 You represent, warrant and covenant that (i) you possess full power and authority to enter into this Agreement, (ii) you will use due diligence in safeguarding the interests of Campspot in accordance with this Agreement and any policies and procedures provided to you by Campspot; and (iii) you will comply with all applicable laws, rules, regulations, orders of any governmental (including any regulatory or quasi-regulatory) agency.

8.2 Campspot warrants that Campspot possesses full power and authority to enter into this Agreement and has the ability to grant the rights described herein.

8.3 EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE.

 

9. Indemnification; Limitation of Liability

9.1 You, at your expense, will indemnify, defend and hold harmless Campspot, its officers, associates, employees, contractors and agents from and against any and all claims, damages, liabilities, losses, costs, demands and expenses (including reasonable attorneys' fees and costs of litigation) (collectively “Claim(s)”) arising out of or relating to (a) any negligent act and/or omission of you relating to your activities in connection with the Program; (b) any misrepresentation by you related to Campspot and/or its services; (c) your breach of this Agreement; (d) your gross negligence and/or wilful acts and/or omissions; (e) any failure to comply with any applicable law, rule, regulation, order of any governmental (including any regulatory or quasi-regulatory) agency or contract; and/or (f) any determination by a federal, state or local government or administrative agency, or other regulatory or quasi-regulatory entity, or any court, that you acted as an employee of Campspot in performing the referral services described herein (in which case you also waive any and all claims that you may have as a result of any such determination).  You will be solely liable for any claims, warranties and/or representations made by you that differ from the warranties expressly provided by Campspot.  You will have the sole right to conduct the defense of any claim and/or action, and/or the negotiation of any settlement, in respect of a Claim; however, Campspot may reasonably participate in such defense at its sole expense.

9.2 CAMPSPOT’S TOTAL AND CUMULATIVE LIABILITY FOR DIRECT DAMAGES ARISING OUT OF AND/OR IN CONNECTION WITH THIS AGREEMENT SHALL IN NO EVENT EXCEED THE REWARDS PAID BY CAMPSPOT TO YOU DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF SUCH CLAIM. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO EVENT WILL CAMPSPOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL AND/OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS) EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

10. Dispute Resolution

10.1 Before filing a claim against Campspot, you agree to try to resolve the dispute informally by contacting Campspot at [email protected].  Campspot will try to resolve the dispute by contacting you via email, but if Campspot cannot resolve the dispute within thirty (30) days of submission, you and/or Campspot agree to resolve any claims related to this Agreement through final and binding arbitration, except as set forth under the ‘Exceptions to Agreement to Arbitrate’ section below.

10.2 You can opt-out and decline this agreement to arbitrate by contacting Campspot within thirty (30) day after the date that you first became subject to this arbitration provision (i.e.: the date you initially accepted this Agreement). You must write Campspot at Campspot, Attn: Opt-Out Arbitration, 38 Commerce Ave SW, Suite 200, Grand Rapids, MI  49503. If you opt out, neither you nor Campspot can require the other to participate in an arbitration proceeding.

10.3 Except in the event the claim meets the requirements set forth in the ‘Exceptions to Agreement to Arbitrate’ section below and/or if you opt out of arbitration as described herein, all claims shall be settled by binding arbitration in accordance with the commercial arbitration rules, in effect at the time the proceedings begin, of the ‘American Arbitration Association’.  Any such controversy and/or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party.  All information relating to and/or disclosed by any party in connection with the arbitration of any disputes shall be treated by the parties, their representatives, and the arbitrator as proprietary business information and shall not be disclosed without prior written authorization of the disclosing party.  Unless otherwise agreed to by Campspot, the arbitration shall be held in Kent County, Michigan. Each party shall bear the burden of its own counsel fees incurred in connection with any arbitration proceedings.

10.4 Notwithstanding anything herein to the contrary, Campspot may assert claims, if they qualify, in small claims court in Kent County, Michigan, and Campspot may bring a lawsuit for injunctive relief to stop unauthorized use and/or abuse of the Materials, breach of Campspot’s Confidential Information, and/or violation of Campspot’s intellectual property rights, without first engaging in arbitration and/or the informal dispute-resolution process described in this Article.

10.5 THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, INSTEAD ELECTING THAT ALL CLAIMS AND DISPUTES SHALL BE RESOLVED BY ARBITRATION. ARBITRATION PROCEDURES ARE TYPICALLY MORE LIMITED, MORE EFFICIENT AND LESS COSTLY THAN RULES APPLICABLE IN COURT AND ARE SUBJECT TO VERY LIMITED REVIEW BY A COURT. IN THE EVENT ANY LITIGATION SHOULD ARISE BETWEEN YOU AND CAMPSPOT IN ANY STATE OR FEDERAL COURT IN A SUIT TO VACATE OR ENFORCE AN ARBITRATION AWARD OR OTHERWISE, YOU AND CAMPSPOT WAIVE ALL RIGHTS TO A JURY TRIAL, INSTEAD ELECTING THAT THE DISPUTE BE RESOLVED BY A JUDGE.

10.6 ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS SECTION 10 MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR PARTICIPANT CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR PARTICIPANT. 

 

11. Miscellaneous

All notices and other communications given or made pursuant to this Agreement must be in writing, sent to the other party at the address on file. Such notice shall be deemed to have been given one (1) business day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next business day delivery, with written verification of receipt. Nothing contained in this Agreement shall create or imply any agency relationship between the parties, nor shall this Agreement be deemed to constitute a joint venture or partnership between the parties. It is further understood and agreed that your relationship with Campspot is and shall continue to be that of an independent contractor and you shall not be entitled to receive employee benefits from Campspot, and you are responsible for the payment of all taxes and withholdings specified by law, which may be due in regard to any Reward paid by Campspot.  No waiver of any of the terms of this Agreement by either party will be valid unless agree to in writing and designated as such.  Any forbearance or delay on the part of either party in enforcing any of its rights under this Agreement will not be construed as a waiver of such right to enforce same for such occurrence or any other occurrence.  If any one or more of the provisions of this Agreement are for any reason held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement will be unimpaired and will remain in full force and effect.  The headings and titles of the paragraphs of this Agreement are for convenience only and are not intended to define, limit or construe the contents of the provisions contained herein.  You may not assign, as a result of a change of control or by operation of law or otherwise, your rights and/or obligations under this Agreement without the prior written consent of Campspot. This Agreement will be binding upon the parties and their respective legal successors and permitted assigns.  Any provision of this Agreement which, by its nature, would survive termination of this Agreement will survive any such termination of this Agreement.  This Agreement will be governed by, and construed in accordance with, the internal laws of the State of Michigan, without regard to its choice of laws principles.  Any action related to or arising from this Agreement that is an exception to the arbitration process described herein shall take place exclusively in the courts situated in Kent county, Michigan and the parties hereby submit to the venue of the courts situated therein.  In any arbitration, suit, action, or legal proceeding relating to this Agreement, the prevailing party shall have the right to recover from the other its costs and reasonable fees and expenses of attorneys, accountants, and other professionals incurred in connection therewith.  This Agreement constitutes the complete agreement and understanding between the parties with respect to the subject matter hereof, and supersedes all prior agreements and understandings between the parties.