FunnelAmplified Referral and Affiliate Agreement
When you become a Referral Partner for FunnelAmplified LLC using your custom affiliate link, you are agreeing to the following terms and conditions (“Terms”)
This REFERRAL PROGRAM TERMS OF SERVICE (“Terms”)
The parties desire that Referral Partner recommends Company’s products and services
(“Services”) to potential customers (“Customers”) and provide Company with sales (“Sales”) in exchange for which Company will pay certain commissions as described below. The parties agree as follows:
Company hereby appoints Referral Partner, and Referral Partner hereby accepts such appointment, as a non-exclusive lead referral partner to assist Company in the promotion and sales of its Services. Referral Partner’s sole authority will be to promote the Services to potential Customers. Because Company and Referral Partner are independent contractors, nothing contained in these Terms will be construed to (a) give either party the power to direct or control the day-to-day activities of the other, (b) create an employer-employee relationship between the parties, or (c) constitute the parties as partners, joint venturers, co-owners or otherwise as participants in a joint undertaking.
2. REFERRALS; CUSTOMER CONTACT
2.1 Referrals. Referral Partner agrees to provide Company with Customers that Referral Partner believes have a need for the Services. Referral Partner agrees to use unique Referral Link(s), provided by Company. A Customer is created when a new company referred by Referral Partner completes the signup process, including billing information, after having previously clicked on a Referral Link. Company will make available to Referral Partner information regarding the Services, including marketing materials.
2.2 Customer Management. Once the Customer registers on the FunnelAmplified Platform for the Service, Company will be solely responsible for all other aspects of the Customer relationship with regard to the Service. Company may request Referral Partner to assist Company in the implementation process as Company deems appropriate in its sole discretion. Except as expressly agreed to by the parties, all support and maintenance will be provided to Customer by Company.
2.3 Referral Partner Obligations. Referral Partner will conduct all of its business in its own name and in a businesslike and professional manner. Referral Partner will not make any representations or guarantees concerning the Service. Referral partner will not to take any action that may disparage Company or its Service. Referral Partner will review marketing language used to describe Company’s Service with a representative from the Company. Referral partner will not place a Referral Link that includes a discount code on a publicly available webpage.
- REFERRAL FEES AND PAYMENT.
3.1 Qualified Referrals. To qualify for a referral commission, each new Customer must (a) use the Unique Referral Link issued by Company to Referral Partner; (b) not already be a Customer; (c) not already be a potential Customer with whom Company is already in sales discussions; (d) complete account set up on the FunnelAmplified Platform; (e) generate an amount of revenue to Company greater than the Referral Fee outlined in Section 3.2 below; (f) move beyond the initial 14-day free trial and 30-day refund period outlined in Company’s Terms of Service and; (g) not previously have clicked on a Referral Link from another of Company’s Referral Partners. “Qualified Referral” means each Customer that meets the conditions set forth in this Section 3.1. Company will notify Referral Partner of acceptance or rejection of a Lead within thirty (30) days after receipt of the applicable Lead Referral Form from Referral Partner.
3.2 Referral Fees. For each Qualified Referral, Company will pay to Referral Partner a referral fee equal to 20%, provided conditions of a Qualified Referral (Section 3.1) have been met., (“Referral Fee”) for the first contracted year of the Qualified Referral agreement. Referral Fees are based on base monthly subscription fees and per seat fees. No other ancillary services are included. Referral Fees are paid within 30 days of receipt of payment from Qualified Referral. Referral fees for the second year of an active Qualified Referral subscriber shall be 10% of monthly billing. In the event Company negotiates custom pricing with a Qualified Referral, additional 10% of Referral Fees may be reduced, but not eliminated, at discretion of Company CEO, CMO or VP of Operations.
3.3 Payment. Subject to the terms and conditions of these Terms, Company will pay Referral Fees accrued within thirty (30) days after a Qualified Referral meets conditions outlined in Section 3.1. Payments of the Additional Referral Commission will be made quarterly. The payment of Referral Fees will be made in U.S. Dollars. Referral Partner shall be solely responsible for payment of any and all national, state, and local taxes, tariffs, duties, and charges arising from or imposed on the payments made to Referral Partner by Company.
4.1 “Confidential Information” means the terms and conditions of these Terms and all information related to a party’s business, financial affairs or operations, including but not limited to information related to business plans, technology, source code, product or service development plans, pricing, techniques and methods, which is either marked or identified as confidential or which the receiving party knew or reasonably should have known, under the circumstances, was confidential.
4.2 Protection. The party receiving Confidential Information (“Receiving Party”) from the other party (“Disclosing Party”) will not use any Confidential Information of the Disclosing Party for any purpose not expressly permitted by these Terms, and will disclose the Confidential Information of the Disclosing Party only to the employees or contractors of the Receiving Party who have a need to know such Confidential Information for purposes of these Terms and who are under a duty of confidentiality no less restrictive than the Receiving Party’s duty hereunder. The Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner as the Receiving Party protects its own confidential or proprietary information of a similar nature and with no less than reasonable care.
4.3 Exceptions. The Receiving Party’s obligations under Section 4.1 above with respect to any Confidential Information of the Disclosing Party will terminate if and when the Receiving Party can document that such information: (a) was already lawfully known to the Receiving Party at the time of disclosure by the Disclosing Party; (b) is disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the Receiving Party has become, generally available to the public; or (d) is independently developed by the Receiving Party without access to, or use of, the Disclosing Party’s Confidential Information. In addition, the Receiving Party may disclose Confidential Information of the Disclosing Party to the extent that such disclosure is: (i) approved in writing by the Disclosing Party, (ii) necessary for the Receiving Party to enforce its rights under these Terms in connection with a legal proceeding; or (iii) required by law or by the order of a court or similar judicial or administrative body, provided that the Receiving Party notifies the Disclosing Party of such required disclosure in writing prior to making such disclosure and cooperates with the Disclosing Party, at the Disclosing Party’s reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure.
4.4 Return of Information. Except as otherwise expressly provided in these Terms, the Receiving Party will return to the Disclosing Party or destroy all Confidential Information of the Disclosing Party in the Receiving Party’s possession or control and permanently erase all electronic copies of such Confidential Information promptly upon the written request of the Disclosing Party or upon the expiration or termination of these Terms. Upon the request of the Disclosing Party, the Receiving Party will certify in a writing signed by an officer of the Receiving Party that it has fully complied with its obligations under this Section 4.4.
4.5 Injunctive Relief. Each party acknowledges that a breach or threatened breach of this Section 4 would cause irreparable harm to the non-breaching party, the extent of which would be difficult to ascertain. Accordingly, each party agrees that, in addition to any other remedies to which a party may be legally entitled, the non-breaching party shall have the right to seek immediate injunctive or other equitable relief in the event of a breach of this Section 4 by the other party or any of its employees or agents.
- TERMINATION FOR CONVENIENCE. Either party may terminate these Terms for any reason by providing the other party with at least ten (10) days prior written notice. In the event that these Terms are terminated for any reason, (i) all rights granted to Referral Partner under these Terms shall immediately cease to exist; (ii) Referral Partner must cease using all Company trademarks and marketing materials and shall destroy such marketing materials in its possession; (iii) Referral Partner must return to Company all Confidential Information of Company; (iv) Referral Fees shall be paid to Referral Partner in accordance with Section 3 of these Terms for a period of ninety (90) days after the termination date of these Terms.
- DISCLAIMER; LIMITATION OF LIABILITY. COMPANY DISCLAIMS ALL WARRANTIES WITH REGARD TO THE SERVICES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. COMPANY WILL NOT BE LIABLE TO REFERRAL PARTNER OR ANY ENTITY CLAIMING THROUGH OR UNDER REFERRAL PARTNER FOR ANY LOSS OF PROFIT OR INCOME OR OTHER CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR INDIRECT DAMAGES, WHETHER IN AN ACTION FOR CONTRACT OR TORT, IN CONNECTION WITH THESE TERMS, INCLUDING WITHOUT LIMITATION DAMAGES RESULTING FROM THE USE OR INABILITY TO USE THE SERVICES, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL COMPANY’S LIABILITY TO REFERRAL PARTNER EXCEED THE AMOUNTS EARNED BY REFERRAL PARTNER UNDER THESE TERMS DURING THE SIX (6) MONTH PERIOD PRECEDING THE EVENTS GIVING RISE TO SUCH LIABILITY. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, NOTHING IN THESE TERMS ARE INTENDED TO EXCLUDE OR LIMIT ANY LIABILITY FOR DEATH OR PERSONAL INJURY.
- MISCELLANEOUS. These Terms are personal in nature and Referral Partner agrees not to assign or transfer any rights or delegate any obligations under these Terms without Company’s prior written consent. Except as expressly stated in these Terms, any waiver, modification or amendment of any provision of these Terms will be effective only if in form of a written amendment to these Terms and signed by Company and Referral Partner. If any provision of these Terms are unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect. These Terms will be governed and construed in accordance with the laws of the State of Georgia. Any action or proceeding arising from or relating to these Terms must be brought in a federal or state court for Gwinnett,
Georgia, and each party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding.
Duly authorized representatives of each party have executed these Term as of the Effective Date when Referral Partner created account with FirstPromoter or other referral software.