Otter Referral Program 

Last Updated: 
September 7, 2022


These Otter Referral Terms and Conditions (“Terms”) are in addition to theOtter Website Terms and Conditionsand any other Otter terms (together “Otter Terms”) that you (“You” or “Referrer”) and Restaurant Technology Solutions, LLC (“Otter” orCompany”) agreed to when using the suite of Otter platform services (“Services”).  To the extent the Otter Terms are inconsistent with these terms, these terms will control with respect to the Referral Program only.

  1. REFERRALS

    Through the Otter Customer Referral Program (the “Referral Program”), you may invite friends to sign up for Otter Services by sending them an invitation and providing us information about their business such as the business name and number of business locations  (each, an “Invitee”). Please send invites only to individuals and businesses you know personally who will be glad to get them. Otter will send one invite email on your behalf to each friend you invite via the Referral Program through our portal located athttps://go.tryotter.com/otter-refer-a-friend. Only referrals sent through the portal shall be eligible for the Referral Program. The Otter may, in its discretion, meet or negotiate independently with an Invitee after an introduction. The Company will have sole discretion to enter into or not enter into an arrangement with a potential Invitee. All referrals submitted through the Referral Program shall only be active for a period of 30 days. 

  2. REFERRAL COMMISSION

    • A. During the Term, Otter shall pay you a $100 gift card of our choice for each Closed Referral (“Referral Commission”). A “Closed Referral” means an Invitee, that meets the following conditions (as reasonably determined by Otter): (i) is not already a current or past customer of Otter or an affiliate of any customer of Otter, (ii) enters into a definitive agreement for paid Services within 30 days of the referral, and (iii) remains in good standing for at least 90  consecutive days, (iii) located in the US or Canada, (iv) was not in active discussions with the Invitee (as determined by Otter’s records (e.g. Salesforce platform)), or any of its affiliates, prior to your introduction.
    • B. Company shall pay Referrer the Referral Commission within sixty days of a Closed Referral. The compensation outlined above shall be considered complete consideration for all Potential Licensees made during the Term. Referrer shall be responsible for any and all income and other taxes applicable to it in connection with its receipt of Referral Commission and. The Company will not be responsible for any expenses of the Referrer in the course of the performance of its obligations. 
    • C. Please note that not all invitations will be considered valid. For example, your Invitee(s) may receive multiple invitations because we have members who provide us with duplicative information for invitations, and we can't promise your Invitee(s) will respond to the invitation based on the information we receive from you. Also, your Invitee(s) may decide independently to open an account directly on our website, or they might already have an Otter account when they receive the invitation. We might also change or terminate the Referral Program in the future for existing and/or new users. We reserve the right, in our sole discretion, to determine that incentives are not warranted, and/or to change the terms of the Referral Program with or without notice to you. 
  3. TERM AND TERMINATION

    The term (the “Initial Term”) of this Agreement shall commence on the Effective Date and shall continue until terminated by either party in accordance with this Agreement (“Term”). This Agreement may be terminated by either party for any or no reason with written notice. The following provisions shall survive the Termination Date: Sections 4 (for the period outlined therein), 5 and 6 and any introductions made prior to termination may still earn a Referral Commission.

  4. CONFIDENTIALITY

    Definition. A party may need to share certain non-public business or technical information relating to the party’s business that the party designates as “confidential” or “proprietary” at the time of disclosure or due to its nature or under the circumstances of its disclosure the party receiving such information knows or has reason to know should be treated as confidential or proprietary (“Confidential Information”). Company’s Confidential Information shall include the fact Referrer is providing potential leads to Company, along with all information regarding Company’s business model and expansion plans. Confidential Information does not include information that: (1) is or becomes generally known to the public through no fault or breach of this Agreement by the receiving party; (2) is rightfully known by the receiving party at the time of disclosure without an obligation of confidentiality; (3) is independently developed by the receiving party without use of the disclosing party’s Confidential Information; (4) the receiving party rightfully obtains from a third party without restriction on use or disclosure; or (5) is disclosed with the prior written approval of the other party.Use and Disclosure Restrictions. Each party will not use the other party’s Confidential Information except as necessary for the performance of this Agreement and will not disclose such Confidential Information to any third party except to those of its employees and subcontractors who have a need to know such Confidential Information for the performance of this Agreement, provided that each such employee and subcontractor is bound by a written agreement that contains use and nondisclosure restrictions consistent with the terms set forth in this Section. Each party will employ all reasonable steps to protect such Confidential Information from unauthorized use or disclosure, including, but not limited to, all steps that it takes to protect its own information that it considers proprietary and trade secret.Exclusions. The foregoing obligations will not restrict either party from disclosing Confidential Information of the other party: (1) pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the party required to make such a disclosure gives reasonable notice to the other party to contest such order or requirement; (2) to its legal or financial advisers; and (3) as required under applicable securities regulations. This Section 4 shall survive termination for an additional 5 years thereafter (except for trade secrets which shall be protected until they are no longer trade secrets as defined by applicable law). 

  5. REPRESENTATIONS AND WARRANTIES; LIMITATIONS OF LIABILITY

    Notice. All notices under this Agreement will be given in writing or by written telecommunications via overnight mail, facsimile, or electronic mail to the addresses set forth in the introductory paragraph of this Agreement, or such other address as either party may substitute by notice hereunder and all such notices given in accordance hereunder will be deemed as given as of the date of sending.Partial Invalidity. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, such determination will not affect the validity or enforceability of any other part or provision of this Agreement.Waiver. The waiver by any party of any breach of any provision of the Agreement by any other party will not be construed to be a waiver of that party’s rights regarding any succeeding breach of any such provision or a waiver of the provision itself.Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to this subject matter and supersedes all previous proposals, both oral and written, negotiations, representations, commitments, writings and all other communications among the parties. This Agreement may not be released, discharged or modified except by an instrument in writing signed by the parties.Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of California, without regard to any applicable conflicts of laws, except to the extent that certain matters may be governed by federal law by reason of preemption. Any disputes under this Agreement may be brought in the state and federal courts located in Los Angeles, California, and the parties hereby consent to the personal jurisdiction and exclusive venue of these courts. Relationship of Parties. Nothing contained in this Agreement will be deemed or construed as creating a joint venture or partnership between Company and Referrer. Neither party, by virtue of this Agreement, is authorized as an agent, employee or legal representative of the other. Except as specifically set forth herein, neither party will have the power to control the activities and operations of the other and their status is, and at all times will continue to be, that of independent contractors.Assignment; Effect of Change in Control. Neither party may assign its rights or obligations under this Agreement (whether by merger, consolidation, sale of assets, sale of stock or otherwise) without the other parties’ written consent.

  6. MISCELLANEOUS

    Notice. All notices under this Agreement will be given in writing or by written telecommunications via overnight mail, facsimile, or electronic mail to the addresses set forth in the introductory paragraph of this Agreement, or such other address as either party may substitute by notice hereunder and all such notices given in accordance hereunder will be deemed as given as of the date of sending.Partial Invalidity. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, such determination will not affect the validity or enforceability of any other part or provision of this Agreement.Waiver. The waiver by any party of any breach of any provision of the Agreement by any other party will not be construed to be a waiver of that party’s rights regarding any succeeding breach of any such provision or a waiver of the provision itself.Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to this subject matter and supersedes all previous proposals, both oral and written, negotiations, representations, commitments, writings and all other communications among the parties. This Agreement may not be released, discharged or modified except by an instrument in writing signed by the parties.Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of California, without regard to any applicable conflicts of laws, except to the extent that certain matters may be governed by federal law by reason of preemption. Any disputes under this Agreement may be brought in the state and federal courts located in Los Angeles, California, and the parties hereby consent to the personal jurisdiction and exclusive venue of these courts. Relationship of Parties. Nothing contained in this Agreement will be deemed or construed as creating a joint venture or partnership between Company and Referrer. Neither party, by virtue of this Agreement, is authorized as an agent, employee or legal representative of the other. Except as specifically set forth herein, neither party will have the power to control the activities and operations of the other and their status is, and at all times will continue to be, that of independent contractors.Assignment; Effect of Change in Control. Neither party may assign its rights or obligations under this Agreement (whether by merger, consolidation, sale of assets, sale of stock or otherwise) without the other parties’ written consent.

  7. ARBITRATION

    BY ENTERING INTO THE AGREEMENT, EACH PARTY IS REQUIRED TO USE ARBITRATION TO RESOLVE CLAIMS OR DISPUTES ON AN INDIVIDUAL BASIS, AS FURTHER SET FORTH IN THIS SECTION. Except for claims or disputes related to a party’s intellectual property, each party agrees that any claim or dispute arising out of or relating to this Agreement, or any breach thereof, shall be settled by binding arbitration before a single arbitrator, and not in a court of law. The arbitration will be administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. A party who desires to initiate arbitration must provide the other party with a written demand for arbitration as specified in such rules. Unless the parties agree in writing otherwise, the arbitration will be conducted in the city of Los Angeles, California. The award and decision of the arbitrator will be conclusive and binding upon all parties, and judgment upon the award may be entered in any court of competent jurisdiction. The arbitrator will have the right to include in the award any relief which he or she deems proper in the circumstances, only to the extent permitted by the Agreement and applicable law, provided that the arbitrator will not have the authority to award exemplary or punitive damages. The arbitrator shall award the prevailing party its reasonable attorneys’ fees and expenses. Each party hereby agrees that arbitration will be conducted on an individual, not a class-wide, basis and that any arbitration proceeding between you and Otter will not be consolidated with any other arbitration proceeding involving Otter or any other person or entity. This Section 7 is the full and complete agreement relating to the formal resolution of disputes arising out of or related to this Agreement and/or arising out of or related to the Referral Program or any related actions you may conduct. In the event any portion of this Arbitration section is deemed unenforceable or invalid, the unenforceable or invalid provision or provisions will be restricted or severed from this Arbitration section, in order to preserve as much of the parties’ Arbitration section as possible.