Referral Partnership Terms & Conditions
The Parties agree to the following:
1. The “referral fee” shall be calculated as twenty percent (20%) of the initial activation fee charged by the Company and twenty percent (20%) of the monthly accrued live chat service fee commencing with the commission period, which commission period shall start from the date the Customer signs a binding contract with the Company until the time such Customer’s relationship with the Company or Referral Partner is terminated. The Referral Partner understands and agrees that it shall not earn any referral fee unless and until the Customer signs a binding contract with the Company and the Company receives payment in full from the Customer. The Referral Partner will not be entitled to any referral fee for the applicable Customer if the Customer has previously registered with, contacted or done business with the Company.
2. Upon reconciliation of referral fees due, the Company shall issue an invoice for the Customer to the Referral Partner and payment for the referral fee shall be paid within thirty (30) days from receipt of payment from the Customer or the Referral Partner for said invoice.
3. Placements of advertisements and referral methods for the Company are at the sole discretion of the Referral Partner. However, in order to solicit sales, the Referral Partners shall not make promises or issue any warranty either expressed or implied pertaining to the goods or services offered by the Company unless authorized in writing by the Company to do so.
4. The Referral Partner may make use of the Company’s trademarks for the sole purpose of promoting the Company’s goods or services on a non-exclusive basis. Any such use shall be in accordance with the Company’s trademark policies, at the Company’s sole discretion. It is expressly understood that this Agreement does not grant the Referral Partner any interest in the Company’s trademarks or intellectual property rights.
5. The relationship between the parties shall at all times be that of independent contractors. No employment, partnership or joint venture relationship is formed by this Agreement and at no time may the Referral Partner position itself as affiliated to the Company, except as an independent contractor. The Referral Partner acknowledges that it is an independent contractor and shall be responsible for its own tax filings related to any fees paid to the Referral Partner. In view of this independent relationship, the Referral Partner shall not enter into any agreements on behalf of the Company, shall make no warranty either expressed or implied on behalf of the Company and shall not incur any expenses on behalf of the Company.
6. This Agreement does not grant exclusive rights to the Referral Partner to act as referrer on behalf of the Company and the Referral Partner shall have no rights under any other agreements entered into by the Company with other Referral Partners.
7. The Referral Partner agrees not to disclose any confidential information pertaining to the Company’s goods or services nor that of prospective or existing customers to any third party. The Referral Partner may do follow-up inquiries with its referred Customers to confirm their purchase and gather feedback about their experience with the Company’s goods or services as supplied.
8. Either party may terminate this Agreement at any time by giving the other party ten (10) days prior written notice. In addition, the Company may terminate this Agreement immediately upon written notice to the Referral Partner if the Company determines Cause exists. “Cause” means any (i) commission by the Referral Partner, or any of its shareholders, officers, directors or employees, of a felony or any other act or omission by the Referral Partner, or any of its shareholders, officers, directors or employees, involving dishonesty, embezzlement, misappropriation, fraud or moral turpitude, (ii) misconduct by the Referral Partner, or any of its shareholders, officers, directors or employees, in the performance of its obligations under this Agreement after notice and, if curable (in the reasonable discretion of the Company’s board of directors (the “Board”) acting in good faith), reasonable opportunity to cure, (iii) breach by the Referral Partner of any of his obligations under this Agreement, (iv) unauthorized dissemination of confidential information by the Referral Partner, or any of its shareholders, officers, directors or employees, or (v) willful misconduct by the Referral Partner, or any of its shareholders, officers, directors or employees, which causes harm or prejudice to the Company or to its reputation. If the Referral Partner terminates this Agreement, all outstanding referral fees due to the Referral Partner at that time shall be settled in full within forty-five (45) days, and the Referral Partner shall not be entitled to, and shall not receive, any further or future referral fee, commissions or any other payments of any kind after the date of termination. If the Company terminates this Agreement for Cause, the Referral Partner shall not be entitled to, and shall not receive, any further or future referral fee, commissions or any other payments of any kind after the date of termination. If the Company terminates this Agreement without Cause, the Company will continue to pay the referral fee or commissions to the Referral Partner for Customers signing a binding contract with the Company prior to the termination date of this Agreement, provided, however, the Company may discontinue the payment of the referral fee or commissions if the Referral Partner: (i) violates any federal or state law applicable to this Agreement or the Referral Partner’s obligations hereunder; (ii) engages in false or misleading representations regarding the Company or its products or services; (iii) is charged with or convicted of a crime involving a felony or fraud; (iv) takes any action or makes any statement that would impugn the business reputation of the Company; or (v) violates its confidentiality obligations under this Agreement. Such continued payment of the referral fee or commissions following the termination date of this Agreement shall terminate on the first anniversary of the termination date of this Agreement, and the Referral Partner shall not be entitled to, and shall not receive, any further or future referral fee, commissions or any other payments of any kind after the first anniversary of the date of termination.
9. The parties shall indemnify, defend and hold harmless the other party, and all of the respective party’s officers, directors, and employees, from and against all liabilities, claims, damages and expenses (including, without limitation, reasonable attorney fees and out of-pocket expenses) (collectively referred to as “Losses”) incurred by the other party as a result of, arising out of, or in connection with, (i) any misrepresentations by the non-indemnifying party, its agents or employees, (ii) a breach of default of this Agreement, (iii) any negligent, fraudulent or intentional acts or omissions by the non-indemnifying party, its agents or employees, or (iv) any claim which arises out of or is based on any regulatory actions, complaints or alleged violation of laws, related to this agreement.
10. This Agreement constitutes the entire agreement between the parties hereto and cancels any and all prior agreements and understandings between the parties and any of their respective subsidiaries or affiliates, whether oral or written. Any alteration must be in writing and signed by both parties. The Recitals set forth above are hereby acknowledged by the parties and incorporated herein.
11. This Agreement shall be for the benefit of and binding upon the parties hereto and their respective legal representatives, successors and, where applicable, assigns.
12. The invalidity of any one or more of the words, phrases, sentences, clauses or sections contained in this Agreement shall not affect the enforceability of the remaining portions of this Agreement or any part hereof, all of which are inserted conditionally on their being valid in law, and, in the event that any one or more of the words, phrases, sentences, clauses or sections contained in this Agreement are declared invalid, this Agreement shall be construed as if such invalid word or words, phrase or phrases, sentence or sentences, clause or clauses, or section or sections had not been inserted.
13. The waiver by either party hereto of a breach of any provision of this Agreement shall not be construed as a waiver of any subsequent breach.
14. All issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement and the exhibits and addendums attached hereto (which exhibits and/or addendums are hereby incorporated into this Agreement) shall be governed by, and construed in accordance with, the laws of the State of Texas, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Texas or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Texas. All parties hereto hereby consent to the jurisdiction of any state or federal court located within Texas, and agree that all actions or proceedings arising out of or relating to this Agreement shall be litigated only in such courts.
15. The parties may execute and deliver this Agreement in any number of counterparts, each of which shall be deemed an original and all of which, when taken together, shall be deemed to be one agreement.
16. Each party hereby agrees and acknowledges that it has had full opportunity to consult with counsel and tax advisors of its selection in connection with the preparation and negotiation of this Agreement.