Please read these Terms and Conditions (“Terms”) carefully, they contain important information about your legal rights, remedies, and obligations. In particular, Section 12 of these Terms contains an arbitration clause and class action waiver that applies to all disputes between you and United Access.
THE USE OF THIS SITE AND THE UNITED ACCESS REFERRAL PROGRAM ARE INTENDED FOR USE ONLY IN THE UNITED STATES OF AMERICA (USA). ALL OTHER USE IS PROHIBITED.
Our Terms are a legally binding agreement (“Agreement”) between you and United Access, LLC. (“United Access”), governing your participation in the United Access Referral Program and access to and use of the United Access website, including any subdomains, and any other websites (collectively, our “Site”) through which United Access markets its products and services.
Acceptance: You accept and agree to comply with this Agreement by (1) clicking a box indicating acceptance, (2) submitting a request for Registration and/or a lead to be credited under this Program, or (3) otherwise accessing or using United Access’ United Access Referral Program.
The United Access Referral Program will provide financial incentives (“Referral Incentive”) when you refer Eligible Buyers (each a “Buyer” or collectively “Buyers”) to United Access for the purchase or lease an Eligible United Access Vehicle, Product or Service, provided the referral results in a Valid Transaction.
"Eligible Referral" means a new customer lead for United Access’ products and services for the direct purchase or lease of an Eligible Vehicle, Product or Service from United Access, provided the lead is submitted by Participant, via United Access’ custom URL, for an prospective Buyer who intends to acquire an accessible vehicle within the Territory. Eligible customers shall include individuals and entities.
"Participant" means an individual person who, prior to making an Eligible Referral, registers for the Program with a valid tax ID number and provides a completed IRS Form W9, but shall not include government officials, Certified Driving Rehabilitation Specialists, employees of United Access, employees of BraunAbility or its subsidiaries, or others who may otherwise have a conflict of interest.
"Territory" is limited to the United States.
"Eligible Vehicle, Product or Service" means any modified vehicle, adaptive mobility equipment, or service that is offered for public sale, lease or rental through a United Access retail outlet.
"Valid Transaction" is a closed sale or lease for an Eligible Vehicle, Product or Service originating through an Eligible Referral made by Participant, which is transacted within the Territory and which is made in compliance with the requirements for payment of Referral Fees.
“Referral Fees” are the fees to be paid to Participants after the acquisition of an Eligible Vehicle, Product or Service by an Eligible Referral through a Valid Transaction, as set forth in the schedule of fees, below.
$1.00 - $500.00
$500.01 - $3,000.00
$3,000.01 - $10,000.00
$10,000.01 or more
2. Program Overview
In compliance with this Agreement, Participant will promote United Access and its products and services to Eligible Referrals who reside or are located in the Territory. Participant shall submit leads through the website/portal designated by United Access and provide all information as may be required thereon. A Valid Transaction must always originate from Participant’s completed referral submission in order to qualify for Referral Fees.
Participant will use best efforts to inform potential referrals about United Access and its products and services. All marketing materials (including without limitation the text of email distributions, if any) must be (i) strictly consistent with any program guidelines or product information provided by United Access, (ii) compliant with the terms and conditions of this Agreement and all applicable marketing, privacy and data protection laws and governmental regulations. Any e-mail distribution must: (x) offer recipients the ability to opt-out of future Participant communications.
Prior to making an Eligible Referral, individuals must pre-register as a Participant by providing United Access with registration information that may be required, which shall include a valid tax ID number and the submission of a completed IRS Form W9. Participation eligibility shall be subject to United Access’ sole discretion. The following individuals are prohibited from participation in the program: government officials, Certified Driving Rehabilitation Specialists, and others who may otherwise have a conflict of interest. Eligible Referrals who complete a Valid Transaction shall be considered a completed referral for purposes of the financial incentives to be paid as Referral Fees.
United Access reserves the right, in its sole discretion, to change these Terms and Conditions.
Participant’s use of any website or digital portal provided by United Access shall be governed by the applicable licenses and restrictions associated therewith.
3. Referral Fees.
Participants may earn a one-time Referral Fee, according to the schedule of fees above, for the competition of each Valid Transaction. United Access will pay the Referral Fee for each Eligible Referral that results in a Valid Transaction, and shall issue an IRS Form 1099 to any Participant who is paid $600.00 or more in any calendar year. Referral Fees will be paid approximately 30-45 days following the completion of each applicable Valid Transaction. Referral Fees are limited to one (1) per Valid Transaction, to be paid to the Participant who first submits a completed lead submission for the applicable Buyer. United Access may, at its sole option, prospectively increase or decrease Referral Fee amounts by providing written notice (email/electronic communication permitted) to Participant, or updating these Terms. United Access reserves the right, in its sole discretion, to not pay a Referral Fees to Participant where United Access determines Participant’s actions are not consistent with the intent of this Program.
In addition to the other legal requirements in this Agreement, Participant expressly agrees to comply with all applicable commercial and public anti-bribery laws ("Anti-Bribery Laws”) which prohibit corrupt offers of anything of value, either directly or indirectly to anyone, including government officials, to obtain or keep business or to secure any other improper commercial advantage. "Government officials" include any government employee; candidate for public office; and employee of government-owned or government-controlled companies, public international organizations, and political parties. Furthermore, Participant will not make any facilitation payments, which are payments to induce officials to perform routine functions they are otherwise obligated to perform. If Participant becomes aware of suspicious, illegal or fraudulent activity occurring in relation to these Terms, Participant shall report the suspicious or fraudulent activity to United Access within 24 hours of identifying the suspicious or fraudulent activity.
5. Relationship between Participant and United Access.
If you choose to register and participate in the United Access Referral Program, your relationship with United Access is limited to that of an independent contractor relationship and not as an employee, agent, joint venturer, or partner of United Access for any reason. Your participation shall at all times be exclusively on your own behalf and for your own benefit. United Access does not, and will not be deemed to, direct or control you generally or in your promotion of its products.
6. Term; Termination.
The Term will continue until the United Access Referral Program is terminated by United Access, or until either party provides notice to the other of its intent to withdraw or terminate Participant from the program. Either party may terminate this Agreement immediately with or without cause upon written notice to the other party (email notice permitted). Upon any termination or expiration of this Agreement, all incentives will likewise terminate. In the event of a termination, Participant will only receive Referral Fees that were earned in full for a Valid Transaction that occurred prior to the effective termination date.
7. Consumer Disclosure.
Participant shall be solely responsible for compliance with federal and state laws related to consumer trade practices, including the Section 5 of the FTC Act (15 U.S.C. 45.) When required by applicable legal guidelines, Participant shall adequately and effectively disclose to consumers and prospective referrals the existence of a material connection between Participant and United Access. Participant shall seek its own independent legal advice as to its compliance obligations as a referring party or influencer. United Access hereby disclaims any liability related to the manner or nature in which Participant promotes United Access or otherwise represents the features or nature of any products offered for sale or lease by United Access.
Participant may not disclose the terms, conditions or existence of any non-public aspect of the United Access Referral Program to any third party, except to his/her professional advisors under a strict duty of confidentiality or as necessary to comply with law. Participant shall be solely responsible for his/her own compliance with any applicable privacy laws or regulations.
9. Disclaimers; Limitation of Liability.
If you choose to participate in the United Access Referral or use United Access’ websites, you do so voluntarily and at your sole risk. The United Access Referral Program, related websites and any digital or printed collateral are provided “as is” without warranty of any kind, either express or implied. Without limiting the generality of the foregoing, United Access makes no warranty or guarantee that the United Access Referral program, or any website, will be uninterrupted, timely, secure, or error-free. In no event will United Access’ aggregate liability arising out of or in connection with these Terms and your use of or inability to use the United Access Referral Program exceed the sum of one hundred U.S. dollars (US$100). The limitations of damages set forth above are fundamental elements of the basis of the bargain between United Access and you. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to you.
Participant will defend, indemnify and hold harmless United Access, its affiliates, directors, officers and employees against all liabilities, damages, losses, costs, fees (including legal fees), and expenses relating to any allegation or third-party legal proceeding to the extent arising out of: (a) Participant’s participation in the United Access Referral Program; (b) Participant’s promotional activity and use of any Participant content; and (c) Participant’s breach of any representation or warranty in these Terms.
11. Representations and Warranties.
Participant warrants that (a) Participant will use all information provided by United Access in a manner that complies with applicable law; (b) Participant will clearly and conspicuously disclose to consumers the existence of a material connection or paid promotion with or by United Access; and (c) Participant will conduct all activities in furtherance of these terms in accordance with applicable law.
12. Governing Law.
ALL CLAIMS ARISING OUT OR RELATING TO THE UNITED ACCESS REFERRAL PROGRAM OR THESE TERMS (INCLUDING ANY DISPUTE REGARDING THE INTERPRETATION OR PERFORMANCE UNDER THESE TERMS) ("Dispute") WILL BE GOVERNED BY THE LAWS OF THE STATE OF MISSOURI, EXCLUDING THAT STATE’S CONFLICTS OF LAWS RULES.
13. Dispute Resolution and Arbitration Agreement
Pre-Arbitration Dispute Resolution and Notification. Prior to initiating an arbitration, you and United Access each agree to notify the other party of the dispute and attempt to negotiate an informal resolution first. We will contact you at the email address you have provided to us; you can contact United Access’ customer service team by emailing us. If after a good faith effort to negotiate, one of us feels the dispute has not and cannot be resolved informally, the party intending to pursue arbitration agrees to notify the other party via email prior to initiating the arbitration. In order to initiate arbitration, a claim must be filed with the AAA and the written Demand for Arbitration (available at www.adr.org) provided to the other party, as specified in the AAA Rules.
Agreement to Arbitrate. You and United Access mutually agree that any dispute, claim, or controversy arising out of or relating to these Terms or the applicability, breach, termination, validity, enforcement, or interpretation thereof, or participation in the United Access Referral Program (collectively, “Disputes”) will be settled by binding individual arbitration (the “Arbitration Agreement”). If there is a dispute about whether this Arbitration Agreement can be enforced or applies to our Dispute, you and United Access agree that the arbitrator will decide that issue.
Exceptions to Arbitration Agreement. You and United Access each agree that the following claims are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction: (i) Any claim related to actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; (ii) Any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack).
Arbitration Rules and Governing Law. This Arbitration Agreement evidences a transaction in interstate commerce and thus the Federal Arbitration Act governs the interpretation and enforcement of this provision. The arbitration will be administered by the AAA in accordance with the Commercial Arbitration Rules and/or other AAA arbitration rules determined to be applicable by the AAA (the “AAA Rules“) then in effect, except as modified here. The AAA Rules are available at www.adr.org or by calling the AAA at 1 (800) 778–7879.
Modification to AAA Rules - Arbitration Hearing/Location. In order to make the arbitration most convenient for you, United Access agrees that any required arbitration hearing may be conducted, at your option, (a) in the county where you reside; (b) in St. Louis County; (c) in any other location to which you and United Access both agree; (d) via phone or video conference; or (e) for any claim or counterclaim under $25,000, by solely the submission of documents to the arbitrator.
Arbitrator’s Decision. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court with proper jurisdiction. The arbitrator may award declaratory or injunctive relief only on an individual basis, and only to the extent necessary to provide relief warranted by the claimant’s individual claim.
Jury Trial Waiver. You and United Access acknowledge and agree that we are each waiving the right to a trial by jury as to all arbitrable Disputes.
No Class Actions or Representative Proceedings. You and United Access acknowledge and agree that, to the fullest extent permitted by law, we are each waiving the right to participate as a plaintiff or class member in any purported class action lawsuit, class-wide arbitration, private attorney general action, or any other representative proceeding as to all Disputes. Further, unless you and United Access both otherwise agree in writing, the arbitrator may not consolidate more than one party’s claims and may not otherwise preside over any form of any class or representative proceeding. If the “class action lawsuit” waiver or the “class-wide arbitration” waiver in this Section is held unenforceable with respect to any Dispute, then the entirety of the Arbitration Agreement will be deemed void with respect to such Dispute and the Dispute must proceed in court. If the “private attorney general action” waiver or the “representative proceeding” waiver in this Section is held unenforceable with respect to any Dispute, those waivers may be severed from this Arbitration Agreement and you and United Access agree that any private attorney general claims and representative claims in the Dispute will be severed and stayed, pending the resolution of any arbitrable claims in the Dispute in individual arbitration.
Severability. Except as expressly provided in these Terms, in the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable, such provision shall be severed and the remainder of the Arbitration Agreement shall be given full force and effect.
Changes. If United Access changes this Section (“Dispute Resolution and Arbitration Agreement”) after the date you last accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email) within thirty (30) days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of United Access’ email to you notifying you of such change. Rejecting a new change, however, does not revoke or alter your prior consent to any earlier agreements to arbitrate any Dispute between you and United Access (or your prior consent to any subsequent changes thereto), which will remain in effect and enforceable as to any Dispute between you and United Access.
Survival. This Section 12 will survive any termination of these Terms and will continue to apply even if you stop participating in the United Access Referral Program or terminate your relationship with United Access.
All notices, unless otherwise stated herein, must be in writing and addressed to the attention of the other party. Notice will be deemed given when delivered (a) when verified by written receipt if sent by personal courier, overnight courier or mail or (b) when verified by automated receipt of electronic logs if sent by facsimile or email. Participant will not assign or otherwise transfer his/her rights or delegate his/her obligations under these Terms, in whole or in part, and any attempt to do so will be null and void. These Terms are not intended to benefit, nor shall they be deemed to give rise to, any rights in any third party. The parties are independent contractors and the Agreement does not create any agency, partnership, or joint venture. No party is liable for inadequate performance to the extent caused by a condition that was beyond its reasonable control. Failure to enforce any provision will not constitute a waiver. If any provision is found unenforceable, the balance of the provisions will remain in full force and effect. These Terms represent the parties’ entire agreement relating to this subject matter and supersedes any prior or contemporaneous agreements on that subject. Any amendments must be in writing and executed by both parties (electronic form acceptable).
All notices directed to United Access shall be provided in email, and sent to firstname.lastname@example.org. United Access may provide any formal notices to Participant at the email address provided at the time Participant registers for the program.