Bluepeak Referral
Program Terms and Conditions

1. Binding Agreement.  By using the Site or participating in the Program, you are bound by these Terms and Conditions (“Terms”) and indicate your agreement to them.  All of the Company’s decisions are final and binding.  Bluepeak reserves the right to update and change these Terms by posting updates and changes [on the Site]. If we make a material change to these Terms, we will notify you by email or through your account. You are advised to check these Terms from time to time for any updates or changes that may impact you. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING BLUEPEAK’S POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON THE SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE OR MODIFICATION. 

2. Account Registration. Before participating in the Program, you must register with Bluepeak and create a Program account (your “Account”). We reserve the right to refuse participation in the Program to any person for any or no reason. You may only register a single Account. If and when you register with or provide information to Bluepeak, you agree to: (a) provide accurate, current, and complete information as prompted (including your email address), and (b) maintain and update your information (including your email address) to keep it accurate, current, and complete. You acknowledge that, if any information provided by you is untrue, inaccurate, not current, or incomplete, we reserve the right to terminate these Terms and your participation in the Program.

3. Privacy; Credentials. The personal information collected, processed, and used as part of the Program will be used in accordance with Company’s Privacy Statement, which is available by link on the Site.  By providing Bluepeak with your email address or other contact information, you consent to Company’s use of this information to send you Program-related notices and other administrative notices, including any notices required by law.

4. How the Program Works.  You must be a legal resident of the United States of America and at least 18 years old to participate in the Program.  Participating in the Program means that you may, on a nonexclusive basis, introduce and refer friends, family members, colleagues, or other contacts (“Friends”) to purchase a fiber or coax Bluepeak internet plan and service offerings, as further described on the Site (“Offerings”). On-screen instructions on the Site will provide information to you about how to refer Friends. You may refer as many Friends as you wish; however, your participation in the Program may be subject to a maximum rewards limitation. You shall not sell or distribute any of the Offerings directly to any Friend but will instead refer all Friends to Bluepeak in accordance with these Terms. After you register your Account, you will be provided with a unique referral link (“Personal Link”) that you may provide to Friends. Bluepeak may modify, update, terminate, or replace your Personal Link at any time in its sole discretion and will provide you with notice of any such modification, update, termination, or replacement. You are responsible for using the correct Personal Link. You shall be solely responsible for all costs and expenses incurred in connection with the performance of your participation in the Program.

5. Restrictions.  You shall not make representations, warranties or guarantees to Friends with respect to the Offerings or pricing thereof and shall not engage in negotiations regarding the Offerings with Friends on behalf of Bluepeak. You shall, at all times, comply with all laws governing your activity under these Terms and shall not publish or employ, or cooperate in the publication or employment of, any misleading or deceptive advertising material regarding Bluepeak or the Offerings. You shall only refer bona fide potential customers to Bluepeak and shall not refer yourself or create multiple, fictitious or fake accounts with the Company or participate in the Program as “Friends”.  You shall not use the Program to violate any law, infringe or violate the rights of any third party, or otherwise act in a manner that is deemed harassing, harmful, illegal, hateful, obscene, or outside the spirit and intent of the Program.  In addition, you shall not: (i) tamper with the Program; (ii) act in an unfair or disruptive manner; (iii) use any system, bot, or other device or artifice to participate or receive any benefit in the Program or to distribute your Personal Link, including via mass emailing, texting, or messaging people you do not know; (iv) promote Offerings via paid traffic (including any ad word campaign) or otherwise paying to advertise your Personal Link; (v) engage in any re-targeting advertisement activities; (vi) promote Offerings via any discount and/or coupon site; (vii) defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others; or (viii) falsify the origin or source of any information, communication, message, software, or other material that is uploaded, transmitted, or otherwise made available to the Site or your Account or otherwise attempt to mislead Bluepeak or any other person as to the identity, source, or origin of any communication or any act in violation of consumer laws, protections, and regulations. Referrals should only be used for personal and non-commercial purposes. CAUTION: ANY ATTEMPT TO DELIBERATELY DAMAGE OR UNDERMINE THE LEGITIMATE OPERATION OF THE PROGRAM MAY BE IN VIOLATION OF CRIMINAL AND CIVIL LAWS. SHOULD SUCH AN ATTEMPT BE MADE, THE COMPANY RESERVES THE RIGHT TO SEEK REMEDIES AND DAMAGES (INCLUDING ATTORNEYS’ FEES) TO THE FULLEST EXTENT OF THE LAW, INCLUDING CRIMINAL PROSECUTION. Eligible non-commissioned employees of the Company, and eligible participants in Company-approved affiliate referral programs, may participate in the Program in accordance with the terms applicable to their respective referral program. Commissioned employees are not eligible to participate.

6. Rewards. You will only earn rewards when a first-time, bona fide, qualified purchaser of Offerings (i.e., someone who has never made a purchase from Bluepeak, including any canceled or trial accounts and who has not been referred to Bluepeak from a third party) clicks on your Personal Link, purchases a subscription to an Offering through such link, the new user becomes a Bluepeak customer and has an account in good standing for at least ninety (90) days (a “Qualifying Purchase”), so long as you are in compliance with these Terms. A purchase will not be considered a Qualifying Purchase, and you will not earn any rewards if the referred new user does not become a Bluepeak customer and has an account in good standing for at least ninety (90) days with Bluepeak. Referred purchasers cannot have the same IP address as you or any other Bluepeak user (past or present). Reward amounts, eligibility requirements, and annual maximums vary by referral program and are as follows:

1. Residential Referral Program: Eligible residential customers may earn $50 for each Qualifying Purchase, and each eligible referred Friend may earn $50 upon satisfying the Program requirements. Eligible residential customers may earn up to $500 in rewards per calendar year.
2. Employee Referral Program: Eligible non-commissioned employees may earn $50 for each Qualifying Purchase, with no maximum reward payout. Each eligible friend does not receive a reward.
3. Affiliate Referral Program: Eligible affiliate partners may earn $50 for each Qualifying Purchase, up to a maximum of $2,000 in rewards per calendar year. Each eligible business/community may earn $50 upon satisfying the Program requirements.
4. MDU Referral Program: Eligible property managers may earn $50 for each Qualifying Purchase, with no maximum reward payout. Each eligible friend does not receive a reward.
5. Door-to-Door Referral Program: Eligible customers may earn $50 for each Qualifying Purchase submitted through an authorized Bluepeak door-to-door representative that satisfies the Program requirements, up to a maximum of $500 in rewards per calendar year. 

All rewards are subject to verification and fulfillment of the applicable Program requirements. Referral rewards accrued in separate accounts may not be combined into one account. We may require you to submit additional information to make a determination regarding your eligibility to receive rewards. All decisions regarding your rewards will be final and at our sole discretion. You are responsible for any tax consequences, if any, that may result from your redemption or use of rewards. Where applicable, we may be required to account for VAT on any rewards. The Company may delay, deny, or refuse to process any reward for purposes of investigation or for any other reason consistent with these Terms. These rewards may be redeemed in various forms in the Company’s sole discretion. Additional restrictions may apply. For example, rewards in the form of gift cards, gift certificates, or vouchers may be subject to the issuer’s terms and conditions.

Bluepeak shall have exclusive control over all prices, discounts, specifications, orders, and other terms and conditions concerning, and entry into contracts governing, the sale and distribution of the Offerings to Friends; Bluepeak shall be under no obligation to sell the Offerings to Friends referred to Bluepeak by you and all orders for Offerings and any changes thereto shall be subject to acceptance, rejection, or revocation by Bluepeak, in its sole discretion.

Unless otherwise stated, rewards have no monetary value and may not be redeemed for cash.  They are not transferable and may not be auctioned, traded, bartered, or sold.

We reserve the right to exercise any remedy, including termination of your participation in the Program or cancellation of your Account or rewards, if we reasonably suspect fraud, tampering, or violations of these Terms. The Program is void where prohibited. We reserve the right to review and investigate all referral activities and to suspend accounts or modify referrals in our sole discretion as deemed fair and appropriate.

7. Liability.  YOU UNDERSTAND AND AGREE THAT THE RELEASED PARTIES (DEFINED BELOW) SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF THE COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES).  By participating in the Program, you agree to defend, indemnify, release, and hold harmless the Company, Extole, Inc., as the provider of the referral service, and their respective parent companies, affiliates and subsidiaries, together with their respective employees, directors, officers, licensees, licensors, shareholders, attorneys, and agents, including, without limitation, their respective advertising and promotion entities and any person or entity associated with the production, operation or administration of the Program (collectively, the “Released Parties”), from any and all claims, actions, demands, damages, losses, liabilities, costs, or expenses caused by, arising out of, in connection with, or related to the Program (including, without limitation, any property loss, damage, personal injury, or death caused to any person(s)) and/or the awarding, receipt, and/or use or misuse of any benefit in the Program. To be clear, the Released Parties shall not be liable for any technical errors or malfunctions, data theft or corruption, any printing or typographical error, or any damage to any computer system resulting from participating in or accessing or downloading information in connection with the Program. The Released Parties shall not be liable to any users for failure to supply any advertised benefit, by reason of any acts of God, any action or request by any governmental or quasi-governmental entity (whether or not valid), or any other activity or action that is beyond any of the Released Parties’ control. TO THE FULLEST EXTENT POSSIBLE BY LAW, THE RELEASED PARTIES’ MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE PROGRAM, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY, OR OTHERWISE), WILL NOT EXCEED $100. 

8. Your Representations and Warranties. You represent, warrant, and covenant to Bluepeak that: (a) you have all requisite power and authority to execute, deliver, and perform your obligations under these Terms; (b) the execution and performance of these Terms will not violate or constitute a breach of any agreement binding upon you; (c) you will conduct business in a manner that reflects favorably at all times on the Offerings and the good name, goodwill, and reputation of Bluepeak; and (d) you are and will be in compliance with any and all laws (whether statutory or otherwise), rules, and regulations of any jurisdiction in which you reside and/or do business. 

9. Disclaimer of Warranties.  YOU EXPRESSLY UNDERSTAND AND AGREE THAT: (A) THE PROGRAM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, CONDITIONS, AND TERMS OF ANY KIND, WHETHER EXPRESS OR IMPLIED BY STATUTE, COMMON LAW, OR CUSTOM, INCLUDING, BUT NOT LIMITED TO, WARRANTIES AS TO PRODUCTS OR SERVICES OFFERED THROUGH THE USE OF THE PROGRAM, IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; (B) THE RELEASED PARTIES MAKE AND GIVE NO WARRANTY THAT (i) THE PROGRAM WILL MEET YOUR REQUIREMENTS, (ii) THE PROGRAM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, AND (iii) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE PROGRAM WILL MEET YOUR EXPECTATIONS, AND (C) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PROGRAM IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH MATERIAL. YOU ACKNOWLEDGE THAT YOU HAVE RECEIVED NO ASSURANCES FROM BLUEPEAK THAT YOU WILL OBTAIN ANY ANTICIPATED AMOUNTS OF PROFITS IN CONNECTION WITH THESE TERMS OR THAT YOU WILL RECOUP ANY EXPENDITURES MADE IN FULFILLMENT OF YOUR OBLIGATIONS UNDER THESE TERMS. WE DO NOT WARRANT THAT THE PROGRAM OR SITE WILL SATISFY YOUR REQUIREMENTS OR THAT THEY WILL BE UNINTERRUPTED OR ERROR-FREE.

10. No Bulk Distribution (“Spam”). You may only send emails containing a Personal Link and/or a message about Bluepeak or the Offerings to people who have previously consented to receiving such communications from you. Referrals must be created and distributed in a personal manner that is appropriate and customary for communications with friends, colleagues, and family members. By submitting any email address as part of the Program, you represent and warrant to Bluepeak that you have received all appropriate permissions and consents. Bulk email distribution, distribution to strangers, or any other use of the services described herein in a manner that is not promoted is expressly prohibited and may be grounds for immediate termination and further legal action. The Company has no obligation to monitor the Program or any communications; however, the Company may choose to do so and block any email messages, remove any such content, or prohibit any use of the Program.

11. Sign-In Credentials. You are solely responsible for maintaining the confidentiality of any Account sign-in credentials and are fully responsible for all activities that occur through the use of them. You may not share your Account with any third parties. You must notify Bluepeak immediately if you suspect unauthorized access to your Account. You agree that the Company will not be liable for any loss or damage arising from unauthorized use of their credentials or your Account.  

12. No Combination; Right to Cancel, Modify, or Terminate. The Program may not be combined with other referral programs or incentives. If a referred user receives referral links from multiple referral programs, preference will be given to payment in our reasonable discretion and any eligibility for any other referral programs will be voided. We may suspend or terminate the Program or your ability to participate in it at any time for any reason. The scope, variety, and type of services and products that you may obtain by redeeming rewards can change at any time. We reserve the right to cancel, modify, or terminate the Program at any time for any reason. We reserve the right to disqualify you at any time from participation in the Program if you do not comply with any of these Terms.

13. Indemnification. You agree to indemnify, defend, and hold Bluepeak and its officers, directors, employees, agents, licensors, and service providers harmless from and against any claims, liabilities, losses, damages, judgments, awards, costs, and expenses (including reasonable attorneys’ fees) arising out of or resulting from your acts or omissions in connection with these Terms or the Program and/or your breach of these Terms or violation of applicable law. We reserve the right, but not the obligation, at our own expense, to assume the exclusive defense and control of any action subject to indemnification by you, and in such event you agree to cooperate with us in defending such action.

14. Term and Termination. The term of these Terms shall continue in perpetuity unless otherwise terminated in accordance with these Terms. Either party may terminate these Terms at any time, with or without cause (i.e., for the other party’s breach of these Terms or for the terminating party’s convenience), upon notice to the other party. Upon the termination of these Terms for any reason, (a) unless you are in breach of these Terms, any rewards due and owing at the time of termination of these Terms shall be paid as provided in Section 6, above, and (b) you shall immediately cease (i) any and all use of any materials provided to you as a part of the Program, and (ii) holding yourself out as a participant in the Program. Additionally, Bluepeak shall have the right to request that you cease using your Personal Link. The rights and obligations of the parties in Sections 7, 8, 9, and 12 – 21 of these Terms, as well as under any other provisions which by their nature are intended to survive any such termination, shall survive the termination of these Terms and continue in force. YOU AGREE THAT IN THE EVENT OF ANY TERMINATION OF THESE TERMS IN ACCORDANCE WITH THEIR TERMS, YOU SHALL HAVE NO RIGHTS TO DAMAGES OF ANY NATURE RELATED TO SUCH TERMINATION, SPECIFICALLY INCLUDING, WITHOUT LIMITATION, ANY RIGHTS TO DAMAGES FOR COMMERCIAL SEVERANCE PAY, WHETHER BY WAY OF LOSS OF FUTURE PROFITS, EXPENDITURES FOR PROMOTION OF THE OFFERINGS, OR OTHER COMMITMENTS IN CONNECTION WITH YOUR PERFORMANCE HEREUNDER OR YOUR BUSINESS OR GOODWILL.

15. Independent Contractors. Each party shall act as an independent contractor and shall have no authority to obligate or bind the other in any respect. You will not be entitled to any of the benefits that Bluepeak may make available to its employees.  Because you are an independent contractor, Bluepeak will not withhold or make payments for social security, make unemployment insurance or disability insurance contributions, or obtain workers’ compensation or any other types of insurance on your behalf and you acknowledge your obligation to report your rewards to all applicable taxing authorities as income and pay all self-employment and other taxes on the rewards. Nothing contained in these Terms shall be construed or interpreted as creating an agency, partnership, employee/employer, or joint venture relationship between the parties.

16. Entire Agreement. These Terms constitute the sole and entire agreement between you and Bluepeak with respect to the subject matter hereof and supersede and replace all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter.

17. Waiver and Severability. Our failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent possible, and the remaining provisions of these Terms will continue in full force and effect.

18. Assignment. These Terms may not be assigned, in whole or in part, by you without the prior written consent of Bluepeak. Any attempted assignment in violation of the foregoing will be void. Subject to the foregoing, these Terms shall be binding upon, and shall inure to the benefit of, the parties and their respective representatives, successors, and assigns.

19. Electronic Communications. The communications between you and Bluepeak as part of the Program use electronic means. For contractual purposes, you consent to receive communications from us in electronic form, and you agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. 

20. Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS, THE PROGRAM, OR ANY TRANSACTION CONTEMPLATED HEREBY. THIS WAIVER APPLIES TO ANY LEGAL CLAIM, ACTION, OR PROCEEDING, WHETHER SOUNDING IN CONTRACT, TORT, STATUTE, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR FRAUD, MISREPRESENTATION, NEGLIGENCE, OR BREACH OF DUTY. EACH PARTY ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO THESE TERMS AND THAT EACH PARTY HAS HAD AN OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL REGARDING THE IMPLICATIONS OF THIS WAIVER. THIS JURY TRIAL WAIVER SHALL BE ENFORCEABLE TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW AND SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THESE TERMS. 

21. BINDING ARBITRATION AND CLASS WAIVER OF ANY RIGHT TO PURSUE ANY CLAIM OR ACTION RELATING TO THESE TERMS ON A CLASS OR CONSOLIDATED BASIS OR IN A REPRESENTATIVE CAPACITY. Any claim, dispute, or controversy arising out of or relating to these Terms or the Program (collectively referred to as “Dispute”) shall be resolved with the following procedures: 

1. Informal Resolution. In the event of any Dispute, the parties shall first attempt to resolve the Dispute informally and in good faith. The complaining party must provide written notice to the other party identifying the issue and proposed resolution. The parties shall cooperate in good faith to resolve the Dispute within thirty (30) days of such notice (the “Negotiation”). If the Dispute is not resolved within that period, either party may proceed to arbitration as set forth below.
2. Binding Arbitration. (i) Any Dispute for less than one million dollars ($1,000,000) not resolved through Negotiation shall be resolved exclusively and finally by binding arbitration administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules, as modified by these Terms. The arbitration shall be conducted by a single arbitrator in the county of your address or another mutually agreed location, or, at the election of either party, conducted telephonically, virtually, or by video conference to the extent permitted by the AAA. (ii) Any Dispute for one million dollars ($1,000,000) or more not resolved through Negotiation shall be resolved exclusively and finally by binding arbitration and the arbitration shall be conducted in Denver, Colorado and administered under the AAA Commercial Arbitration Rules as modified by these Terms, unless the parties mutually agree otherwise. The arbitration shall be conducted by a panel of three arbitrators, each of whom shall have at least ten (10) years of experience in commercial or telecommunications law.
   
   For purposes of both 21(b)(i) and (ii), (1) the arbitration shall be conducted in the English language; (2) judgment on the arbitrator’s award may be entered in any court of competent jurisdiction; (3) the Federal Arbitration Act (“FAA”), 9 U.S.C. § 1 et seq., governs the interpretation and enforcement; (4) the arbitrator(s) may award costs and/or attorneys’ fees to the prevailing party; (5) the arbitrator(s) shall have no authority to award non-monetary or equitable relief; (6) any monetary award shall not include punitive damages; (7) the arbitration, including the results, shall be confidential between the parties and neither shall disclose any information relating thereto to any other person (except its attorneys and legal representatives on a need-to-know basis) or as required by law; (8) subject to (4), each party shall bear its own costs incurred in connection with the arbitration; (9) other costs will be allocated as the arbitrator directs; and (10) the decision of the arbitrator(s) shall be final and binding, except for any appellate right which may exist under the FAA. 
3. Class Action Waiver. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BRING OR PARTICIPATE IN ANY CLASS ACTION, CLASS ARBITRATION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING. THE PARTIES AGREE THAT ANY DISPUTE SHALL BE ARBITRATED ONLY ON AN INDIVIDUAL BASIS, AND NOT ON A CLASS OR COLLECTIVE BASIS. THE ARBITRATOR SHALL HAVE NO AUTHORITY TO CONSOLIDATE CLAIMS OR AWARD RELIEF TO ANYONE OTHER THAN THE INDIVIDUAL PARTIES.
4. Opt-Out Right. You may opt out of this arbitration agreement by providing written notice to Bluepeak within thirty (30) days of entering into these Terms. The opt-out notice must include your full name, address, account number (if applicable), and a clear statement that you do not wish to resolve disputes through arbitration. Opt-out notices must be sent to: 4600 S. Ulster, Ste. 1300, Denver, CO 80237.
5. Exclusions. Nothing in this Section shall be deemed to prohibit either party from seeking: (i) equitable or injunctive relief in a court of competent jurisdiction to prevent actual or threatened misuse of confidential information or intellectual property; or (ii) relief with a regulatory agency with jurisdiction over telecommunications or internet services.
6. Survival. This Section survives any termination or expiration of these Terms.
7. The decision of the three-arbitrator panel shall be final and binding, except for any appellate right which may exist under the Federal Arbitration Act. The arbitration, including the results, shall be confidential between the parties and neither shall disclose any information relating thereto to any other person (except its attorneys and legal representatives on a need-to-know basis). Each party shall bear its own costs incurred in connection with the arbitration. Other costs will be allocated as the arbitrator directs.