Welcome to the Incredibuild Referral Program!
These Incredibuild Referral Program Terms and Conditions (the “Terms”) set forth the terms and conditions governing your participation in the Incredibuild Referral Program (“Program”). By agreeing to these Terms, or by otherwise participating in the Program, you are becoming a member of the Program (a “Referrer”), and you are agreeing to be bound by these Terms, which constitute a binding agreement between you and Incredibuild Ltd. (“Incredibuild”, “we”, “us”, and “our”).
References herein to “you” and “your” means, either:
(a) you in your individual capacity (in which case, you represent and warrant that you are at least 18 years of age, and in any event the age of majority in your jurisdiction); or
(b) if authorized to do so, the organization you represent (in which case, you represent and warrant that you have the authority to enter into this agreement on such organization’s behalf).
These Terms will continue to apply to you for as long as your Referrer membership remains in effect (although note that some of the provisions below will continue to survive after termination).
The Program is operated by Incredibuild. However, any Incredibuild’s obligations may be performed, and any Incredibuild right or remedy may be exercised, under these Terms by a corporate subsidiary or affiliate of Incredibuild (each, an “Affiliate”). Accordingly, references herein to “Incredibuild” shall also be deemed to extend to such Affiliates.
Incredibuild has no obligation to monitor the Program or any communications or actions therein; however, Incredibuild may, in its sole discretion, and without notice: (a) choose to monitor the Program, as well as block communications and actions therein; (b) change, cancel, suspend, or modify any aspect of the Program; and (c) remove or disqualify any participants and/or Referrals (defined below) from the Program. Moreover, you agree not to tamper with the Program (such as by transmitting bots, viruses, Trojan horses, malware, or any other file that might contaminate or otherwise corrupt the underlying system or technology of the Program), or otherwise engage in any actions that are designed to disrupt or undermine the legitimate operation of the Program (such as by engaging in harassing behavior or by disparaging or maligning the reputation of Incredibuild or the Program).
Participation in the Program represents an ongoing relationship with you, for privacy purposes.
Should you consider participating in the Referral Program, you can fill in the referral form (“Referral Form”) located at: https://docs.google.com/forms/d/1UIT2cv-P9Wqh0uZXpocKmdKtOI2v_1FMf4KMKHcpsP4/edit following which you will be referred to a Thank You page. Once you fill out and submit the Referral Form with the relevant information of your contacts that you know personally and that you believe might be interested in becoming an Incredibuild customer (each, a “Friend” and each submission of such Referral Form, a “Referral”) you will be considered a participant in the Referral Program. Your contact will only be deemed a “Friend” if: (i) (according to our records) he or she is not an existing customer of Incredibuild and if he or she is a first-time user of the Incredibuild platform as a result of your Referral, (ii) the company the Friend works for uses C++ language, works in Windows or Linux environment, has more than ten machines, and is not located in Japan or China.
Notwithstanding the foregoing:
(a) You must not knowingly send a Referral to: (A) any government or public official, employee, agent, to any government-owned or government-controlled entity, or to any individual acting in an official capacity on behalf of any of the foregoing; (B) any official, employee or agent of a public international organization; (C) any political party or official, employee or agent thereof; and/or (D) any candidate for political office.
(b) You must not use any system, script, bot or other device or artifice to send any Referral, or to otherwise participate in, or receive any benefit from, the Program.
(c) You must not send bulk Referrals or Referrals to strangers.
(d) You may only send a maximum of five (5) Referrals throughout the entirety of the Program.
You are solely responsible and liable for the content, nature, frequency, method, and recipients of your Referrals. For example, you must ensure that your Referrals do not violate any laws or regulations (such as those relating to privacy, anti-harassment, or anti-spamming), include all disclosures required by applicable laws and regulations, do not breach any contract to which you are bound, and do not violate the property or confidentiality rights of a third party. You hereby represent and warrant that (a) you have all necessary rights, licenses and/or consents to send Referrals, messages and/or other communications to Friends and (b) you comply with all applicable laws in connection with your sending of Referrals, messages and/or other communications to Friends.
For each of your Friends who, via the Referral Form, engages in an Eligible Engagement (defined below), you will be entitled to the reward(s) set out in the Program’s Rewards Page (each, a “Reward”) that you have chosen. Incredibuild shall notify by email Referrers who are entitled to a Reward.
An “Eligible Engagement” means the engagement, between the Friend and Incredibuild.
Here are some rules regarding the use, redemption, expiration, and limits on Rewards (additional rules may be set out in the Rewards Page, as may be amended from time to time by Incredibuild):
(a) If the Reward is in the form of a gift card, gift certificate or voucher, it may be subject to the issuer’s terms and conditions.
(b) If there is any tax, duty, governmental charge, or other like charges levied on, or otherwise associated with, any Reward, you are solely responsible for paying it.
(c) You are not entitled to more than one Reward (or if applicable, set of Rewards) per Friend.
(d) Rewards may not be deemed for cash (and have no monetary value, unless stated).
(e) Rewards are personal to you, are non-transferable, and must not be auctioned, traded, bartered, or sold.
(f) Incredibuild reserves the right to withhold Rewards in the event you have committed a breach under these Terms.
(g) Incredibuild reserves the right to replace any of the Rewards (including by a Reward provided by a different issuers) that you have chosen on the Rewards Page if such Reward is not available or cannot be sent to your location.
(h) There is a maximum of five (5) Rewards per Referrer (e.g;, If you refer 10 Friends to Incredibuild, you will not receive more than 5 Rewards).
You are still entitled to a Reward up to three (3) months following the termination of your relationship with the organization you were bound to by the time you submitted a Referral.
5. INTELLECTUAL PROPERTY
Incredibuild (and/or its licensors and suppliers, as applicable) is and shall be the sole and exclusive owner of all right, title, and interest (including without limitation all Intellectual Property Rights) in and to: (a) the Program (b) the Confidential Information (defined below); and (c) any modifications, derivative works, and/or improvements of or to any of the foregoing (regardless of inventorship or authorship). You shall make, and you hereby irrevocably and unconditionally make, all assignments necessary or reasonably requested by Incredibuild to ensure and/or provide Incredibuild (and/or its designee(s)) the ownership rights set forth in this paragraph. No license or ownership right in or to such Intellectual Property Rights is granted or conveyed under these Terms, all of which are hereby reserved. “Intellectual Property Rights” means any and all rights, titles, and interests (under any jurisdiction or treaty, whether protectable or not, and whether registered or unregistered) in and to any technology, invention, work of authorship, software, database, data, know-how, business name, logo (or other branding), software, design, and/or other intellectual property, and includes but is not limited to patents, copyrights and similar authorship rights, moral (and similar personal) rights, mask work rights, data and database rights, trade secret rights and similar rights in confidential information and other non-public information, design rights, trademark, service mark, trade name, trade dress and similar branding rights, as well as: (i) all applications, registrations, renewals, reexaminations, extensions, continuations, continuations-in-part, provisionals, substitutions, divisions or reissues of or for the foregoing; and (ii) all goodwill associated with the foregoing.
As a Referrer, we may (directly or indirectly) disclose or make available to you certain information or material that is related to our business (such as financial data), products (such as product roadmaps), and/or services (collectively, “Confidential Information”). Confidential Information may be in any form or media (such as graphical, physical, or electronic), and may or may not be designated as “confidential” or “proprietary”, but you acknowledge and agree that all Confidential Information is proprietary and confidential to Incredibuild, its licensors, and/or suppliers.
You must keep all Confidential Information secret and use at least a reasonable standard of care to do so. You must not disclose or make available Confidential Information to any third party, unless expressly approved in writing by Incredibuild on a case-by-case basis. You agree to adhere to any usage restrictions or instructions imposed by Incredibuild from time to time in connection with Confidential Information; in the event no restrictions or instructions are given, you may only use Confidential Information for your own personal and non-commercial use, and solely in your capacity as a Referrer.
By Incredibuild. Incredibuild may, in its sole discretion, terminate your membership in the Program, at any time, and without notice.
By You. You may terminate your membership in the Program, at any time, for any or no reason, by written notice to [email protected]. You agree that your sole remedy, and Incredibuild’s sole liability, for your dissatisfaction with the Program and/or these Terms, is for you to terminate your Program membership.
Effect of Termination. Upon termination of the Program (or, if earlier, your participation in the Program): (a) any unredeemed Rewards that have not yet been delivered to you shall be deemed forfeited; (b) this agreement automatically terminates between you and Incredibuild; (c) you must immediately cease engaging in any Program activities (such as sending Referrals); and (d) you must immediately cease all access to and use of any Confidential Information, and, as directed by Incredibuild, you must return, destroy, and/or permanently erase all Confidential Information in your possession or control. Termination of this agreement shall not affect any right, remedy, obligation or liability that accrued as of the effective date of termination. The following shall survive termination of this agreement: (i) any provision that ought by its nature to survive; and (ii) Sections 5 (Intellectual Property) through 12 (Miscellaneous).
If Incredibuild incurs or suffers any loss or liability whatsoever (including but not limited to a fine, penalty, damages award, legal costs and expenses such as attorney’s fees, etc.) under or in connection with any demand, claim, suit, or proceeding made or brought (whether by an individual, organization, or governmental agency) against Incredibuild and/or its personnel (each, a “Claim”), and such Claim arises directly or indirectly from any breach by you under these Terms and/or your Program activities, you agree to:
(a) indemnify and hold harmless Incredibuild and its personnel for such losses and liabilities; and
(b) if requested by Incredibuild, defend Incredibuild against the Claim at your own cost and expense.
9. INCREDIBUILD DISCLAIMERS AND LIABILITY LIMITATIONS
Except for obligations expressly undertaken by Incredibuild under these Terms, Incredibuild has no obligations under these Terms or otherwise in connection with the Program.
ANYTHING PROVIDED OR MADE AVAILABLE BY INCREDIBUILD UNDER, OR OTHERWISE IN CONNECTION WITH, THESE TERMS OR THE PROGRAM (SUCH AS REWARDS, REFERRAL LINKS, ETC.), ARE PROVIDED AND MADE AVAILABLE ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS AND DEFECTS, AND WITHOUT ANY REPRESENTATION, WARRANTY, GUARANTEE, OR CONDITION OF ANY KIND WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET POSSESSION, NON-INFRINGEMENT, TITLE, OR THAT OTHERWISE ARISE FROM A COURSE OF PERFORMANCE OR DEALING, OR USAGE OF TRADE, ALL OF WHICH ARE HEREBY DISCLAIMED BY INCREDIBUILD, ITS LICENSORS, AND SUPPLIERS.
NEITHER INCREDIBUILD NOR ANY OF ITS LICENSORS OR SUPPLIERS SHALL BE LIABLE FOR ANY DAMAGES OF ANY KIND WHATSOEVER (SUCH AS DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES; SUCH AS LOST PROFITS, BUSINESS, OPPORTUNITY, SAVINGS; SUCH AS LOSS OF, OR DAMAGE TO, DATA, REPUTATION OR GOODWILL) UNDER, OR OTHERWISE IN CONNECTION WITH, THESE TERMS OR THE PROGRAM. THE FOREGOING EXCLUSIONS AND LIMITATIONS SHALL APPLY: (A) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW; (B) EVEN IF INCREDIBUILD HAS BEEN ADVISED, OR SHOULD HAVE BEEN AWARE, OF THE POSSIBILITY OF LOSSES OR DAMAGES; (C) EVEN IF ANY REMEDY IN THESE TERMS FAILS OF ITS ESSENTIAL PURPOSE; AND (D) REGARDLESS OF THE THEORY OR BASIS OF LIABILITY, AND WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION FOR NEGLIGENCE OR BREACH OF STATUTORY SUTY), MISREPRESENTATION, RESTITUTION, OR OTHERWISE.
TO THE EXTENT ANY COURT OF COMPETENT JURISDICTION DOES NOT ALLOW THE EXCLUSION OF DIRECT DAMAGES, INCREDIBUILD’S AGGREGATE LIABILITY UNDER, OR OTHERWISE IN CONNECTION WITH, THESE TERMS OR THE PROGRAM, SHALL BE CAPPED AT FIVE US DOLLARS (USD $5).
10. RELATIONSHIP BETWEEN YOU AND INCREDIBUILD
The relationship between you and Incredibuild is solely that of independent contractors. Nothing in these Terms, in your Referrer membership, and/or in connection with your Program activities shall be deemed or construed to give rise to any employment relationship between you and Incredibuild, or any other relationship (such as partnership, merchant and consumer, joint venture, sponsorship, franchise, affiliate, or agency relationship) between you and Incredibuild. You have no right, power or authority to do (or purport to have the right, power or authority to do) any of the following: (a) undertake, incur, or assume any obligation, liability or commitment on behalf of Incredibuild; (b) make or offer any promises, representations, warranties, or guarantees about Incredibuild, the Program, or any Incredibuild products or services. Any right or discretion that Incredibuild has (or may have) under these Terms to instruct and/or oversee your Program activities, is solely to ensure the integrity and goodwill of the Program.
If any obligation (such as an obligation to pay tax or social security) or liability (such as a fine) is imposed upon Incredibuild in connection with a determination (whether by a court or a governmental agency) that a relationship (other than an independent contractor relationship) exists between you and Incredibuild, you agree to indemnify and hold harmless Incredibuild from and against such obligation and liability.
You hereby irrevocably and unconditionally release and forever discharge Incredibuild, its personnel, directors, shareholders, and Program-related suppliers, licensors, administrators, and representatives (collectively, the “Released Parties”) from, and waive, any and all Program-Related Claims (defined below).
“Program-Related Claims” means any claims, demands, damages, losses, liabilities, costs, and expenses caused by, arising out of or in connection with, or otherwise related to, participation in the Program (including, but not limited to, any property (whether tangible or intangible) loss or damage, reputational loss or damage, personal injury or death caused to any person(s), and/or the awarding, receipt and/or use or misuse of the Program or any Reward) in the past, present, or future.
No Interference with Employment Duties. This paragraph applies if you are entering into this agreement in your individual capacity: It is your responsibility to obtain any approvals needed from your employer (if any) to participate in the Program. Furthermore, unless approved by your employer (if any), you must not engage in the Program at the expense, or to the detriment, of your employment duties. You acknowledge and agree that you are not being solicited, in any capacity whatsoever (whether as an employee, contractor, or otherwise) to provide any goods or services to Incredibuild or any third party.
No Disparagement; Legal Compliance. In connection with your participation in the Program, you must not (a) engage in any deceptive, misleading, or unethical practices that are or might be detrimental to Incredibuild or its products or services, (b) make any disparaging statement about Incredibuild or its products or services, (c) misrepresent the nature or scope of your status within the Program or the relationship between you and Incredibuild hereunder, and/or (d) otherwise cause harm to Incredibuild’s good name and business reputation.
Legal Compliance. In connection with your participation in the Program, you must comply with all applicable laws, such as export control laws and regulations, and bribery or anti-corruption laws. Without limiting the generality of the foregoing, you agree not to promote, approach, or submit Referrals, or use distribute, transfer, provide, sub-license, share with, or otherwise offer, any Incredibuild products or services in violation of the United States Foreign Corrupt Practices Act, the UK Bribery Act, and similar anti-corruption laws in all jurisdictions.
Entire Agreement. These Terms represent the entire agreement between you and Incredibuild (and supersede any prior or contemporaneous agreements or understandings, whether oral or written, between you and Incredibuild) relating to the subject matter hereof. Certain Program-related features, benefits, tools, and/or other items or services made available by Incredibuild to you, may be subject to their own respective terms and conditions (each, “Supplemental Terms”). Unless the Supplemental Terms expressly state otherwise, each set of Supplemental Terms shall be deemed in addition to these Terms (and are hereby incorporated into these Terms by reference), and to the extent of any conflict between these Terms and the Supplemental Terms, the Supplemental Terms shall prevail.
Governing Law. These Terms (including without limitation the validity and any termination hereof) shall be governed by, and construed in accordance with, the laws of Israel, without regard to any conflicts of laws rules or principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms and is hereby disclaimed.
Dispute Resolution. Any claim, dispute or controversy under, or otherwise in connection with, these Terms or the Program (a “Dispute”) shall be subject to the exclusive jurisdiction and venue of the courts located in Tel Aviv. You hereby irrevocably and unconditionally submit to the personal jurisdiction of such courts and waive any jurisdictional, improper venue, inconvenient forum, or other objections to such jurisdiction and venue. Notwithstanding the foregoing, Incredibuild reserves the right to seek equitable relief (such as injunctive relief) in any court worldwide of competent jurisdiction. EACH PARTY IRREVOCABLY WAIVES ITS RIGHT TO TRIAL OF ANY ISSUE BY JURY.
Modifications to these Terms. Incredibuild may, from time to time and in its sole discretion, modify these Terms, and Incredibuild may or may not notify you of the updated Terms (the “Updated Terms”). In any event, the most current Terms will be available at: https://www.incredibuild.com/incredibuild-referral-program-terms. The Updated Terms will take effect upon the date specified in a notice given to you (or, if no notice is given, or no date is specified, then ten (10) days after the date such Updated Terms are posted online). So please check these Terms periodically. If you object to the modification(s), then, as your sole remedy, and Incredibuild’s sole liability, you may terminate your membership in the Program.
Severability. If any provision of these Terms is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, then: (a) the remaining provisions of these Terms shall remain in full force and effect; and (b) you and Incredibuild agree that the court making such determination shall have the power to limit the provision, to delete specific words or phrases, or to replace the provision with a provision that is legal, valid and enforceable and that most closely approximates the original legal intent and economic impact of such provision, and these Terms shall be enforceable as so modified in respect of such jurisdiction. In the event such court does not exercise the power granted to it as aforesai, then such provision will be ineffective solely as to such jurisdiction, and will be substituted (in respect of such jurisdiction) with a valid, legal and enforceable provision that most closely approximates the original legal intent and economic impact of such provision.
Assignment. Incredibuild may assign this agreement (or any of its rights and/or obligations hereunder) without your consent, and without notice or obligation to you. You may not assign this agreement (or any of your rights and/or obligations hereunder) without Incredibuild’s prior express written consent. Any prohibited assignment shall be null and void. Subject to the foregoing, this agreement binds and benefits each party and its respective successors and assigns.
Remedies. Except as may be expressly stated otherwise in these Terms, no right or remedy conferred upon or reserved by any party under these Terms is intended to be, or shall be deemed, exclusive of any other right or remedy under these Terms, at law or in equity, but shall be cumulative of such other rights and remedies.
Waiver. No failure or delay on the part of any party in exercising any right or remedy under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. Any waiver granted hereunder must be in writing (for waivers by you, emails will be acceptable; for waivers by Incredibuild, the writing must be duly signed by an authorized representative of Incredibuild), and shall be valid only in the specific instance in which given.
Language; Electronic Contract. The language of these Terms is expressly agreed to be the English language. By entering into this agreement, you hereby irrevocably and unconditionally waive to the maximum extent legally permitted, any law applicable to you requiring that these Terms be localized to meet your language (as well as any other localization requirements), or requiring an original (non-electronic) signature or delivery or retention of non-electronic records.