CAKE Referral Program Agreement
This CAKE Referral Program Agreement (this “Agreement”) is entered into by and between CAKE Software, Inc., a Delaware corporation with offices located at 11350 McCormick Road, Executive Plaza 3, Suite 200, Hunt Valley, MD 21031 (“CAKE”), and the individual or entity (“Advocate”) participating in CAKE’s referral program (“Program”) and is effective as of the date Advocate is notified in writing that it has been approved for the Program (the “Effective Date”).
1. DEFINITIONS
1.2 “Eligible Referral” means a Lead that meets the requirements identified in this Agreement to make an Advocate eligible to receive an Incentive, as further described hereinbelow.
1.3 “Incentive” means any referral fee, credit, reward, commission, or other benefit that CAKE may offer under the Program, as further described hereinbelow.
1.4 “Program Materials” means CAKE-provided marketing copy, program pages, guidelines, FAQs, and similar materials relating to the Program.
1.5 “CAKE Marks” means CAKE’s trademarks, service marks, names, and logos.
2. PROGRAM; ELIGIBILITY
2.1 Program. This Agreement governs Advocate’s participation in CAKE’s referral program. Under the Program, Advocate may share a unique referral link provided by CAKE (a “Referral Link”) to introduce prospective customers to CAKE (each, a “Lead”). Further details of the Program can be found hereinbelow.
2.2 Eligibility. Advocate represents and warrants that: (i) Advocate is at least eighteen (18) years old (or the age of majority where Advocate resides, if higher); (ii) Advocate has the authority to enter into this Agreement; (iii) Advocate’s participation is not prohibited by applicable law or by Advocate’s obligations to any third party; and (iv) Advocate is able to receive payment via TUNE Pay.
2.3 Enrollment and Vetting. CAKE may condition participation on completion of enrollment steps and may approve, reject, suspend, or remove any Advocate at any time in CAKE’s sole discretion.
3. TERM AND TERMINATION.
This Agreement is effective as of the Effective Date and shall continue on a month-to-month basis until terminated by either party. Either party may terminate this Agreement immediately for cause or upon thirty (30) days prior written notice for convenience. Upon termination of this Agreement, the obligation to pay Referral Fees shall terminate immediately.
4. REFERRAL MECHANICS
4.1 Referral Link. Advocates will refer prospective Leads via Referral Links. Advocate will not submit prospective Leads names, email addresses, phone numbers, or other personal data to CAKE as part of the Program.
4.2 Authority. CAKE hereby grants Advocate a non-exclusive right to market and promote certain CAKE products and services to Advocate’s clients, prospects, and contacts. Advocate’s authority under this Agreement shall be limited to: (i) referring Leads to CAKE; (ii) providing descriptions and information about CAKE products to potential Leads in accordance with the provisions of this Agreement. Advocate has no authority or right, express, implied, or otherwise; (iii) to make representations or warranties of any kind to third parties regarding the nature and quality of the services offered by CAKE; (iv) to make or accept offers on behalf of CAKE; (v) to bind CAKE in any contract, obligation, commitment or otherwise, (vi) to incur expenses on behalf of CAKE; (vii) to obligate CAKE in any way whatsoever by reason of this Agreement, (viii) to resell or otherwise distribute any of CAKE’s products or services; or (ix) to use any of CAKE’s trademarks or intellectual property, except for the sole purpose of marketing and promoting CAKE products and services. Nothing in this Agreement shall be construed as limiting in any manner the marketing or distribution activities of CAKE or the appointment of other referrers, representatives, dealers, distributors, licensees, partners, integrators or agents.
5. ATTRIBUTION; CONDITIONS
5.1 Attribution. The essential steps for Advocate to receive attribution (which may be updated from time to time), subject to the terms of this Agreement, is as follows:
Step 1. Advocate provides its Referral Link to a Lead.
Step 2. The Lead clicks on the Referral Link and is redirected to a CAKE landing page.
Step 3. The Lead completes a demo request form.
Step 4. First Incentive payment of $1,000 USD: the Lead becomes a paying customer of CAKE with a twelve (12) month term agreement.
Step 5. Second Incentive payment of $1,000 USD: the Lead remains a paying customer of CAKE for at least six (6) months.
Notwithstanding the foregoing, Advocate’s attribution for Incentives is determined by CAKE at its sole discretion.
5.2 Eligibility Conditions. Unless otherwise set forth in Program Materials, Advocate is eligible to receive an Incentive only if: (i) a Lead completes the applicable form via the Referral Link and is an Eligible Referral; (ii) the Lead becomes a paying customer of CAKE as described in Section 5.1 above; and (iii) Advocate is in compliance with this Agreement at all times.
5.3 Disqualifying Events. CAKE may deny attribution or any Incentive if CAKE determines that the Lead is not an Eligible Referral (in its sole discretion) because the Lead: (i) involved spam, deception, incentivized click-farms, self-referrals, fake accounts, misrepresentation, violation of law, or any attempt to manipulate tracking; (ii) the Lead is incorrect or misleading information; (iii) the Lead is a then-current or previous customer or partner of CAKE or its affiliates, distributors, or resellers; or (iv) for any Lead with whom CAKE or its affiliates, distributors, or resellers had previously contacted within the last six (6) months prior submission of the Lead via the Referral Link.
5.4 No Audit Right. Advocate acknowledges that CAKE’s customer pricing, revenue, and internal calculations related to attribution or Incentives may be confidential and Advocate will not be entitled to audit CAKE’s related records unless required by applicable law.
6. INCENTIVES; PAYMENT
6.1 Incentives; Changes. Incentives (if any), Eligible Referrals, and program rules may be set forth in Program Materials. CAKE may modify, suspend, or discontinue any Incentive or the Program at any time, prospectively, by updating Program Materials or providing notice.
6.2 Payment Timing. Incentives are earned only after the Eligible Referral and at different intervals, as described in Section 5 above. CAKE will pay Incentives to Advocate via TUNE Pay with a reasonable time following the Incentive accrual.
6.3 Payment Prerequisites. As a condition to payment, Advocate will provide accurate payment details and any required tax documentation (e.g., a completed IRS Form W-9 for U.S. persons). CAKE may withhold or delay payment until such documentation is received and verified.
6.4 Taxes. Advocate is solely responsible for any taxes arising from Incentives. CAKE may withhold amounts as required by law.
6.5 No Expenses. Advocate is solely responsible for all costs and expenses incurred in connection with participation in the Program.
7. ADVOCATE CONDUCT; COMPLIANCE
7.1 Lawful Marketing. Advocate will comply with all applicable laws and regulations in connection with Program participation, including advertising, endorsements, consumer protection, and anti-spam laws.
7.2 No Misleading Statements. Advocate will not make false, misleading, or unsubstantiated claims about CAKE or its products/services and will follow Program Materials regarding permitted messaging.
7.3 No Unsolicited Communications. Advocate shall not send unsolicited commercial emails, texts, or messages in violation of law. Advocate collects any consents for marketing, Advocate is responsible for obtaining and maintaining those consents.
7.4 Privacy. Advocate will not collect or provide personal data of third parties to CAKE unless Advocate has obtained all legally required notices and consents.
8. CAKE MARKS; PROGRAM MATERIALS; IP
8.1 Limited License. During Advocate’s participation in the Program, CAKE grants Advocate a limited, non-exclusive, non-transferable, revocable license to use CAKE Marks and Program Materials solely to promote CAKE in accordance with this Agreement and Program Materials.
8.2 Restrictions. Advocate will not: (i) modify CAKE Marks; (ii) register or use similar domains/social handles; (iii) use CAKE Marks in paid search/keyword unless permitted by CAKE in writing to Advocate; or (iv) use CAKE Marks in a manner that implies endorsement beyond the Program.
8.3 Termination of Use. Upon termination or suspension, Advocate will immediately cease using CAKE Marks and Program Materials.
8.4 IP. Nothing in this Agreement shall be construed to transfer, modify, assign, or otherwise any CAKE’s intellectual property (“CAKE IP”), and Advocate shall not receive any right, title, or interest in CAKE IP. For the avoidance of doubt, Leads, Eligible Referrals, CAKE Marks, CAKE IP, and Program Materials, without limitation, shall be the exclusive property of CAKE.
9. CONFIDENTIALITY
9.1 Confidential Information. “Confidential Information” includes non-public information disclosed by either party that is designated confidential or would reasonably be understood as confidential, including this Agreement, Program Materials, Incentive structures, and product roadmaps.
9.2 Obligations. The receiving party will protect the disclosing party’s Confidential Information using reasonable care and will not use it except to perform under this Agreement. Confidentiality obligations shall survive termination.
9.3 Exclusions. Confidential Information does not include information that is publicly available through no breach of the disclosing party, independently developed by the disclosing party, or rightfully received from a third party without restriction.
9.4 Compelled Disclosure. The receiving party may disclose Confidential Information if legally compelled, provided it gives notice (if legally permitted) and cooperates in seeking confidential treatment.
10. DISCLAIMER
10.1 No Guarantee. CAKE makes no representation that Program participation will result in any revenue, referrals, or Incentives for Advocate.
10.2 Disclaimers. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS REFERRAL AGREEMENT, CAKE DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. ALL OTHER EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW. CAKE MAKES NO REPRESENTATIONS OR WARRANTIES TO ADVOCATE THAT CAKE’S ACTIONS UNDER THIS AGREEMENT WILL PRODUCE ANY LEVEL OF PROFIT OR BUSINESS OR THAT ANY DEFINED ACTION WILL LEAD TO FURTHER ECONOMIC BENEFIT FOR ADVOCATE OR ANY ELIGIBLE REFERRALS. CAKE SHALL NOT BE RESPONSIBLE TO ADVOCATE OR A LEAD FOR ANY WARRANTY EXTENDED BY ADVOCATE.
11. INDEMNIFICATION.
Advocate hereby agrees to indemnify CAKE, and its respective affiliates, directors, officers, employees, representatives, and agents (each being an “Indemnified Party”), from, and agrees to defend and hold such Indemnified Party harmless against, any and all losses, liabilities, charges, damages, expenses and fees which may be asserted against such Indemnified Party arising out of, resulting from, or related in any way to a breach of any representation, warranty, covenant or agreement of the Advocate contained in or made pursuant to this Agreement, or any facts or circumstances constituting such a breach, or for any negligence, fraud, or willful misconduct of Advocate.
12. LIMITATION OF LIABILITY.
CAKE’S ENTIRE LIABILITY UNDER THIS AGREEMENT IN THE AGGREGATE OR IN ANY WAY RELATED TO THE PROGRAM WILL BE LIMITED TO DIRECT DAMAGES IN AN AMOUNT EQUAL TO THE FEES PAID BY ADVOCATE TO CAKE UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE CLAIM. IN NO EVENT WILL CAKE BE LIABLE FOR: (a) ANY SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT OR IN ANY WAY RELATED TO THE PRODUCTS; OR (b) ANY LOSS OF REVENUE, PROFITS, GOODWILL OR DATA (INCLUDING DUE TO A VIRUS OR OTHERWISE), BUSINESS INTERRUPTION, OR FAILURE TO REALIZE EXPECTED INCENTIVES, EVEN IF CAKE IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. THESE LIMITATIONS WILL APPLY REGARDLESS OF HOW THE CLAIM ARISES, INCLUDING FOR BREACH OF CONTRACT, TORT, NEGLIGENCE OR OTHERWISE, AND WILL APPLY TO ALL ORDER FORMS, SOWS, AND ANY OTHER DOCUMENT RELATED TO THIS AGREEMENT.
13. TERM; TERMINATION
13.1 Term. This Agreement begins on the Effective Date and continues until terminated by either party as permitted herein.
13.2 Termination by Either Party. Either party may terminate this Agreement for convenience upon thirty (30) days’ prior written notice.
13.3 Immediate Termination. CAKE may suspend or terminate Advocate’s participation immediately for cause, including Advocate’s breach, suspected fraud, or violation of Program Materials or law.
13.4 Effect of Termination. Upon termination, Advocate shall: (i) stop using any and all Referral Links, CAKE Marks and/or CAKE IP, and Program Materials; and (ii) not be entitled to any Incentives not yet earned and payable as of the termination date.
14. MISCELLANEOUS
14.1 Independent Contractors. The relationship of the parties established by this Agreement is that of independent contractors. This Agreement does not establish an agency, joint venture or partnership relationship between CAKE and Advocate. CAKE and its personnel, and other entities which represent CAKE, are acting as independent contractors and not as employees or agents of Advocate. Nothing in this Agreement will be construed to permit either party to bind the other or to enter into obligations on behalf of the other party.
14.2 Assignment. Advocate may not assign this Agreement without CAKE’s prior written consent. CAKE may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of assets.
14.3 Notices. Notices will be delivered by email or other method specified in Program Materials, and to CAKE at legal@getCAKE.com with a required copy to legal@csiandromeda.com (or such other address as CAKE may designate by notice).
14.4 Amendment. Advocate acknowledges and agrees that CAKE may, in its sole discretion, modify this Agreement from time to time, and that any such modifications become effective thirty (30) days after the date that CAKE provides the updated Agreement to Advocate, which may be done by providing Advocate with a URL that hosts the updated this Agreement along with a clear message that this Agreement have been updated. Advocate is responsible for reviewing and becoming familiar with the updated Agreement.
14.5 Governing Law; Forum. This Agreement, and all questions with respect to the formation, validity and construction of this Agreement, and the rights and liabilities of the parties hereto, shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to any choice of law or conflict of law rules that would cause the application of the laws of any jurisdiction other than the State of Delaware. The parties agree that any action, suit, or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in the State of Delaware, and each party irrevocably submits to the exclusive jurisdiction of such courts and waives any objection based on improper venue or forum non conveniens.
14.6 Severability. If any provision is unenforceable, it will be modified to reflect the parties’ intent to the maximum extent permitted, and the remainder will remain in effect.
14.7 Entire Agreement. This Agreement, together with any Program Materials expressly incorporated by reference, constitutes the entire agreement regarding the Program and supersedes and terminates (as applicable) prior agreements and discussions on the subject.
