IntelliShift – Referral Terms of Service
Last Updated: 4/30/2025
THESE REFERRAL TERMS OF SERVICE ARE A LEGALLY BINDING CONTRACT. PLEASE READ THESES TERMS CAREFULLY BEFORE SIGNING THE ASSOCIATED REFERRAL AGREEMENT.
Vehicle Tracking Solutions LLC, dba IntelliShift (“IntelliShift”) and Partner are each referred to as a “Party” and collectively as “Parties” throughout these Terms of Service and the associated Referral Agreement (collectively, the “Agreement”). Capitalized terms used but not defined herein shall have the meanings given to them in the associated Referral Agreement.
1. License to Brand Features
A. License to IntelliShift Brand Features. Subject to the terms and conditions of this Agreement and during the term of the Agreement, IntelliShift hereby grants to Partner, a worldwide, revocable, non-exclusive, fully-paid, royalty-free, nontransferable license to use, copy and display the IntelliShift name, trademarks, service marks and logos (collectively, “IntelliShift Marks”), and any marketing materials (including, without limitation, approved marketing messages), associated with the IntelliShift Services (hereinafter, the “IntelliShift Marketing Materials”), to the extent expressly provided by IntelliShift for Partner’s use under the Program Rules set forth in Exhibit A hereto (the “Program Rules”), and for the sole purposes of marketing the IntelliShift Services pursuant to the Agreement (the, “IntelliShift License”), provided that such use is only of preauthorized IntelliShift Marks and IntelliShift Marketing Materials, and in accordance with the Program Rules and IntelliShift Brand Guide attached hereto as Exhibit C (the “IntelliShift Brand Guide”). The IntelliShift Marks, the IntelliShift Marketing Materials, and the IntelliShift Brand Guide shall hereinafter be collectively referred to as, the “IntelliShift Brand Features”. The IntelliShift License to IntelliShift Brand Features is subject to Partner’s compliance and continued compliance with the Program Rules and IntelliShift Brand Guide which have been (or can be) made available to Partner (upon request) and are incorporated herein by reference. Partner acknowledges that IntelliShift owns the IntelliShift Brand Features and that any and all goodwill that is created by or that results from Partner’s use of the IntelliShift Marks inures solely to the benefit of IntelliShift. Partner will not contest or aid in contesting the validity or ownership of any IntelliShift Marks or take any action in derogation of the rights of IntelliShift therein, including, without limitation, applying to register any trademark, trade name or other designation that is confusingly similar to any IntelliShift trademark or service mark including the IntelliShift Marks. Partner shall bear responsibility for the cost of promotion and marketing of the IntelliShift Services pursuant to this Agreement.
B. License to Partner Brand Features. Subject to the terms and conditions of this Agreement and during the term of the Agreement, Partner hereby grants to IntelliShift, a worldwide, revocable, non-exclusive, fully-paid, royalty-free, nontransferable license to use, copy and display the Partner’s name, service marks, trademarks, and logos on the IntelliShift Landing Page (collectively, the “Partner Marks”), solely for purposes of this Agreement and in accordance with any prior trademark usage guidelines provided to IntelliShift in writing. IntelliShift acknowledges and agrees that the Partner owns the Partner Marks and that any and all goodwill that is created by or that results from the use by IntelliShift of the Partner Marks inures solely to the benefit of the Partner. IntelliShift will not contest or aid in contesting the validity or ownership of any the Partner Marks or take any action in derogation of the Partner’s rights therein.
C. Permission to Link. IntelliShift will provide Partner with text files incorporating links to the IntelliShift Landing Page. IntelliShift hereby grants to Partner a nonexclusive, nontransferable license to establish a link to the IntelliShift Landing Page from the Partner’s website or from such other webpages that Partner may use to market IntelliShift Services (collectively, the “Other Webpages”).
2. Ownership
Except as set forth in this Agreement, nothing in this Agreement will be deemed to grant or assign to either Party any ownership rights, license rights, or interests of any kind in the other Party’s products, services or technology or in the other Party’s intellectual property or proprietary rights. If Partner creates or develops any invention, improvement, idea, creation, product or service (collectively, “Developments”) to IntelliShift Brand Features or any other intellectual property owned or controlled by IntelliShift, Partner hereby assigns to IntelliShift all right, title and interest in and to such Development and all associated intellectual property and proprietary rights related thereto and further agrees to execute any documentation evidencing such assignment.
3. Term and Termination
A. The term of this Agreement shall commence on the Effective Date (as defined below) and shall thereafter continue for a period of one (1) year, unless earlier terminated as provided hereunder (the “Term”).
B. Termination for Convenience. Either Party may earlier terminate this Agreement for convenience upon thirty (30) days’ prior written notice to the other Party (which notice may be provided via email in accordance with Section 9 (a). Notices to IntelliShift shall be sent to: contact@IntelliShift.com.
C. Termination for Cause. Either Party may terminate this Agreement for cause (i) upon ten (10) days’ prior written email notice to the other Party, of a breach by the other Party, if such breach remains uncured at the expiration of such period; or (ii) immediately upon written email notice if the other Party becomes the subject of a bankruptcy, insolvency, receivership, liquidation, assignment for the benefit of creditors or similar proceeding.
D. Effect of Termination. Partner shall cease promotion of the IntelliShift Services upon termination or expiration of the Agreement (including removing any IntelliShift Marketing Materials from Partner’s marketing materials) and all licenses granted under Section 1 above shall automatically terminate. Upon termination or expiration of the Agreement, Partner shall promptly return or, at IntelliShift’s discretion, destroy all IntelliShift Marketing Materials in its possession, including the deletion of any electronic files. Within ten (10) days of such termination or expiration, Partner shall confirm in writing that such return or destruction has occurred.
E. Survival. Sections 2, 3(d), 5, 6, 7, 8, and 9, shall survive the expiration or termination of this Agreement.
4. No Exclusivity
A. This Agreement shall not be construed to be a commitment by either Party to work exclusively with the other Party regarding referrals of potential new business or any other business activities.
5. Representations and Warranties
A. Each Party represents and warrants that it has the necessary corporate power and authority to enter into this Agreement, to carry out its obligations hereunder and to grant the rights herein granted.
B. Partner represents and warrants that (i) it will conduct business in a manner that reflects favorably on IntelliShift and the IntelliShift Services; (ii) it will make no false or misleading representations with respect to IntelliShift or the IntelliShift Services; (iii) it will make no representations, warranties or guarantees with respect to the specifications, features or capabilities of IntelliShift Services except as permitted under Section 5(a) above; (iv) it will post a privacy policy on its website, and comply with such policy; (v) it will comply with the Program Rules and Brand Guidelines; (vi) it will not attempt to artificially increase the Referral Fees earned by, or payable to, Partner; (vii) it will not violate any provision of any applicable laws, rules or regulations (federal, state or local), including but not limited to, the Federal Trade Commission Act, 15 U.S.C. § 45 et seq.;the federal CAN-SPAM Act of 2003 (15 U.S.C. §§ 7701, et seq. and corresponding rules, 16 C.F.R. Part 316); the federal Telephone Solicitation Act National Do-Not-Call Registry rules (64 Fed. Reg. 66124-66126); California B&P code §§ 17200 and 17500, et seq. (each of the foregoing, as may be amended from time to time) or any similar state or federal unfair competition or fraud statutes and laws governing email marketing, in each case, in its performance of the Services; (vii) it has obtained and will keep current all government licenses, permits, and registrations required for the purpose of performing its obligations under this Agreement, as amended.
6. Limitations on Liability
A. LIMITATION ON INDIRECT LIABILITY. INTELLISHIFT WILL NOT BE LIABLE UNDER THIS AGREEMENT FOR LOST REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF INTELLISHIFT KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY.
B. LIMITATION ON AMOUNT OF LIABILITY. SUBJECT TO SUB-SECTION 6(C) BELOW, INTELLISHIFT’S LIABILITY FOR ANY CLAIM ARISING UNDER THIS AGREEMENT WILL EXCEED THE AMOUNT PAID BY INTELLISHIFT TO PARTNER HEREUNDER DURING THE TWELVE MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO LIABILITY.
C. EXCEPTIONS TO LIMITATIONS. NOTWITHSTANDING THE FOREGOING, THE LIMITATIONS OF LIABILITY IN SECTION 6 (b) DO NOT APPLY TO (I) BREACH OF SECTION 8 HEREOF OR (II) THE INDEMNIFICATION OBLIGATIONS IN SECTION 7 HEREOF.
7. Indemnification
A. Partner will indemnify, defend and hold IntelliShift and its affiliates, stockholders, directors, officers, employees, and agents harmless from and against any third party suits, actions, claims or proceedings or losses (including reasonable attorneys’ fees) arising out of, or pursuant to, (A) a breach by Partner of its obligations, representations or warranties under this Agreement; (B) Partner’s negligence or willful misconduct; and (iv) any violation of applicable law or third-party rights by Partner. IntelliShift may participate in the defense at its own expense. Partner shall not settle any claim without the IntelliShift’s prior written consent, which shall not be unreasonably withheld.
8. Confidentiality
A. For the purposes of this Agreement, the term “Confidential Information” means non-public information about the disclosing Party’s business or activities that is proprietary and confidential, which shall include, without limitation, all business, financial, technical and other information of a Party marked or designated “confidential” or by its nature or the circumstances surrounding its disclosure should reasonably be regarded as confidential. Confidential Information includes not only written or other tangible information, but also information transferred orally, visually, electronically or by any other means. Confidential Information will not include information that (a) is in or enters the public domain without breach of this Agreement, (b) the receiving Party lawfully receives from a third party without restriction on disclosure and without breach of nondisclosure obligations, (c) the receiving Party can establish that it knew prior to receiving such information from the disclosing Party, or (d) the receiving Party can establish that it developed independently. The terms of this Agreement as well as all other agreements and business relationships between IntelliShift and Partner or any of its subsidiaries are confidential and may not be disclosed or shared with any third party at any time without the prior written permission of the non-disclosing Party. Each Party agrees (A) that it will not disclose to any third party or use any Confidential Information disclosed to it by the other except as expressly permitted in this Agreement; (B) that it will use the other Party’s Confidential Information for the sole purpose of performing its obligations under this Agreement; and (C) that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control, which in no event will be less than the measures it uses to maintain the confidentiality of its own information of similar importance. Notwithstanding the foregoing, the provisions of this Section 8 will not restrict a Party from disclosing the other Party’s Confidential Information to the extent required by any law or regulation; provided that the Party required to make such a disclosure uses reasonable efforts to give the other Party reasonable advance notice of such required disclosure in order to enable the other Party to prevent or limit such disclosure.
9. Miscellaneous
A. Notices and Requests. Unless otherwise expressly provided herein, any notice required by this Agreement or given in connection with it, shall be in writing and shall be deemed delivered to the Party receiving such communication (i) on the delivery date if delivered personally to the Party; (ii) two business days after deposit with a commercial overnight carrier, with written verification of receipt; (iii) five business days after the mailing date, if sent by first class US mail, postage prepaid, return receipt requested; or (iv) on the delivery date if transmitted by confirmed email. Notices shall be addressed if to Partner, to the address or email address of Partner designated in the Referral Agreement, and if to IntelliShift to the addresses or email address below, and in either case, as either Party may designate in writing to the other in accordance with this section: If to IntelliShift: IntelliShift 152 Veterans Memorial Hwy, Commack, NY 11725 Attn: Legal Email: legal@IntelliShift.com
B. Assignment, Successors and Assigns. Partner may not assign this Agreement without the prior written consent of IntelliShift, which consent shall not be unreasonably withheld. IntelliShift may assign this Agreement without consent of Partner. Any assignment made in conflict with this provision shall be void. Subject to the foregoing, this Agreement shall benefit and bind the permitted successors and assigns of the Parties.
C. Publicity. Except as required by law, neither Party will make any public statements, press releases or other public announcements regarding the Parties’ relationship without the prior written approval of the other Party, which approval may not be unreasonably withheld.
D. Severability. If any provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other provision and such invalid provision shall be deemed to be severed from the Agreement.
E. Relationship of the Parties. The relationship of the Parties shall at all times remain that of independent contractors. Nothing in the Agreement shall be deemed to constitute, create, give effect to or otherwise recognize a partnership, joint venture or formal business entity of any kind; and the rights and obligations of the Parties shall be limited to those expressly set forth herein. No Party is granted any right or authority to assume or create any obligation or responsibility, express or implied, on behalf of, or in the name of, another Party or to bind another in any matter whatsoever.
F. Waiver. No failure by either Party to exercise, or to delay in exercising, any rights hereunder shall operate as a waiver hereof, nor shall any single or partial exercise of any right hereunder by either Party preclude any other or future exercise of that right or any other right hereunder by that Party.
G. No Third Party Beneficiaries. No person or entity not a Party to this Agreement will be deemed to be a third party beneficiary of this Agreement or any provision hereof.
H. Governing Law; Venue. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York without regard to its conflict of law principles and without reference to the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. Each Party agrees that any disputes arising with the other Party or the other Party’s affiliates, subsidiaries, employees, contractors, officers, directors, or third party providers from or related to this Agreement shall be resolved exclusively by binding arbitration conducted under the auspices of the American Arbitration Association in New York, New York, and the Parties waive any right to seek transfer or dismissal for lack of proper venue, personal jurisdiction, or convenience of any Party or witness.
I. Execution, Counterparts and Digital/PDF Signatures. This Agreement may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement may be executed by any Party by delivery of a digital signature, or a signature in “PDF” format, which signature shall have the same force and effect as an original signature. Each Party agrees to execute such further instruments, documents and agreements as may be reasonably requested by the other Party in order to carry out the provisions of this Agreement.
J. Entire Agreement. This Agreement (including all Exhibits thereto), constitutes the entire agreement between IntelliShift and Partner concerning the subject matter hereof, and supersedes all prior and contemporaneous agreements, proposals, oral or written, and all other communications between the Parties with respect to the subject matter hereof. No Party is relying upon any warranties, representations, or inducements not set forth herein. Except as otherwise expressly provided hereunder, no term or condition of this Agreement may be amended, changed, modified or waived except in a writing signed by both IntelliShift and Partner, which expressly refers to this Agreement and specifically states the term or condition to be amended, changed, modified or waived.
10. Questions
A. If you have any questions about our Referral Partner Terms of Service, please contact us at Partners@IntelliShift.com