REFERRAL AGREEMENT
THIS REFERRAL AGREEMENT is entered into as of the date that you agree to its terms by clicking the “I Accept” checkbox and clicking “Submit Referral” (“Effective Date“), by and between CEO Says Go LLC and you, (Referrer), (each a “party” and jointly “the parties“).
BY CLICKING THE “I ACCEPT” CHECKBOX, YOU HEREBY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THIS DOCUMENT AND THAT YOU AGREE TO BE BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT CLICK “I ACCEPT.” IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, YOU HEREBY REPRESENT AND WARRANT THAT YOU HAVE THE NECESSARY POWER AND AUTHORITY TO BIND SUCH ENTITY TO THE TERMS OF THIS AGREEMENT.
This Referral Agreement and the Terms and Conditions contained within comprise the full and complete agreement between the parties on the specific “Referral” (as defined below) at the time of submission. Any prior agreements, understandings, communications or references to this “Referral” are hereby replaced in full by the Terms and Conditions contained within this Agreement. For clarity, each “Referral” (as defined below) is governed by a separate Agreement which is date and time stamped at time of submission.
1. DEFINITIONS.
1.1 “Confidential Information” means information of a disclosing party that, under the circumstances surrounding the disclosure, would be understood by a reasonable person to be confidential or proprietary information of the disclosing party including, by way of example and without limitation, trade secrets, computer programs, commercial plans, data, know-how, inventions (whether patentable or otherwise), formulae, techniques, methods, procedures, systems, processes, designs, plans, roadmaps, specifications, samples, reports, pricing, vendor and customer lists, and other information of the disclosing party such as employee, financial, technical, customer and product information. To the extent practicable, Confidential Information shall be disclosed in documentary and tangible form and shall be marked “Confidential”, however, the failure to include a “Confidential” marking shall not give rise to an inference that the Information disclosed is not Confidential Information. Confidential Information may also be disclosed orally and/or visually, provided that the disclosing party identifies such visual or oral information as being Confidential Information at the time of Disclosure. For the avoidance of doubt, this Agreement is Confidential Information.
1.2 “Net Services Revenue” means the amount received by CEO Says Go LLC from Referral’s purchased Services, less applicable (i) taxes, (ii) returns, (iii) credits, (iv) refunds, and (v) third party fees.
1.3 “Qualified Sale” means the sale of Services to Referral as a result of Referrer’s Introduction of Referral to CEO Says Go LLC within the Term. A Qualified Sale must be documented on a fully executed Service Order between CEO Says Go LLC and the Referral within the Term. For the avoidance of doubt, sale(s) of Services to Referral before or after the Term do not qualify and do not entitle Referrer to a Referral Fee.
1.4 “Referral” means the potential end-customer company or entity submitted in the Referral Contact Company field by Referrer in the CEO Says Go LLC Online Referral Submission Form.
1.5 “Online Referral Submission Form” means the website page or url that CEO Says GO LLC makes available for Referrer to submit information for Referral.
1.6 “Introduction” means a meeting (in person, video conference, or phone) between an authorized representative of CEO Says Go LLC and a Qualified Contact at Referral that is initiated by or directly results from action undertaken by Referrer (email, phone conference, in person introduction, web conference) with a Qualified Contact at Referral. An initiatory Introduction action must be completed by Referrer within 14 days of the Effective Date or this Agreement shall be terminated.
1.7 “Qualified Contact” means an employee or agent of Referral that is authorized and empowered to make decisions regarding the purchase of Services.
1.8 “Referral Fee” means the commission (referral incentive payment) paid to Referrer. The Referral Fee shall be paid on the collection of Net Services Revenue by CEO Says Go LLC from the Referral as subject to the provisions herein.
1.9 “Service Order” means the ordering document between CEO Says Go LLC and the Referral which details the terms and conditions under which the Referral purchases Services from CEO Says Go LLC. The Service Order is only valid once CEO Says Go LLC and Referral each fully execute the document.
1.10 “Services” means the offerings CEO Says Go LLC makes available from time-to-time to the general market.
2. RESPONSIBILITIES AND RESERVATION.
2.1 Each party shall:
(a) Comply with these terms and conditions;
(b) Conduct its business relative to the Referral to promote the goodwill and reputation of CEO Says Go LLC and the Services;
(c) Pay all expenses incurred by it in the performance of its duties; and
(d) Comply with all statutes, laws, regulations and good ethics in connection with the promotion, representation and introduction of CEO Says Go LLC and the Services.
2.2 Referrer shall not:
(a) Engage in any unfair or deceptive business practices with respect to CEO Says Go LLC or the Services; or
(b) Represent or commit CEO Says Go LLC to any commercial terms or promises regarding the sale, delivery or functionality of the Services.
2.3 Reservation. CEO Says Go LLC reserves the right and option to discontinue offering the Services and to modify the Services as CEO Says Go LLC sees fit at any time with or without notice to Referrer.
2.4 Rejection of Referral. CEO Says Go reserves the right to reject a Referral submitted by Referrer if (i) CEO Says Go LLC and Referral have an existing Service Order, including non executed Service Orders; (ii) Referral has been submitted by another Referrer and not rejected by CEO Says Go LLC; or (iii) CEO Says Go LLC is actively engaged in sales activity with Referral or Qualified Contact on or before the Effective Date. CEO Says Go LLC shall notify Referrer of any rejection via email within 1 business day of Effective Date.
3. COMPENSATION.
3.1 Referral Fee Payment. The Referral Fee stated shall be payable to Referrer within thirty (30) days after the collection of Net Services Revenue for a Qualified Sale. The Referral Fee shall only apply to the first Service Order of the Qualified Sale. For avoidance of doubt, in the event that multiple invoices to Referral are generated for the Service Order, Referral Fee Payment shall be made 30 days after such time as Net Services Revenue is collected by CEO Says Go LLC for each applicable invoice of the Qualified Sale.
3.2 Referral Fee Amount. The Referral Fee Amount shall be Ten Percent (10%) of the applicable collection of Net Services Revenue by CEO Says Go from the Referral as subject to the provisions herein.
3.3 Referral Fee Payment Form. The Referral Fee will be paid via ACH Transfer and only to a bank account specified by Referrer. Referrer bears full responsibility for providing correct and accurate bank information. For avoidance of doubt, no Referral Fee shall be paid in (i) cash or cash equivalents or by (ii) paper or electronic check.
3.4 Currency. All payments under these terms shall be in United States currency.
3.5 Taxes. Each of the parties is responsible for the payment of all taxes that may be levied or assessed upon it in connection with this Agreement.
3.6 No Referral Fee Payable. CEO Says Go LLC has no obligation to pay Referral Fee on any of the following: (i) non-Qualified Sales; (ii) Qualified Sales in which CEO Says Go LLC does not receive good payment; and (iii) any subsequent Service Order(s) by Referral.
4. PROPRIETARY RIGHTS AND CONFIDENTIALITY.
4.1 Ownership. Referrer acknowledges that CEO Says Go LLC owns and reserves all rights to the Services. All right, title and interest in and to the Services, including without limitation, all copyrights, trade secrets and other intellectual property rights pertaining thereto will remain vested in CEO Says Go LLC. Referrer shall not modify, distribute, transfer, reverse engineer, decompile or disassemble the Services. There are no implied rights granted by CEO Says Go LLC.
4.2 Confidentiality. Each party agrees to maintain in confidence all Confidential Information. Each party, as receiving party, agrees that it shall not use the discloser’s Confidential Information other than as necessary to perform the functions of these Terms and Conditions or exercise its rights hereunder, and each party further agrees that it shall not disclose or make available the disclosing party’s Confidential Information to any person or entity, except as a necessary part of performing its obligations hereunder, and shall take all reasonable steps to prevent unauthorized disclosure or use of the disclosing party’s Confidential Information, and to prevent it from falling into the public domain or into the possession of unauthorized persons. The receiving party shall not disclose Confidential Information of the disclosing party to any person or entity other than its employees and consultants who need access to such Confidential Information in order to perform obligations under these terms. The receiving party shall immediately give notice to the disclosing party of any unauthorized use or disclosure of disclosing party’s Confidential Information. The disclosing party agrees to assist the other party in remedying the unauthorized use or disclosure of its Confidential Information.
4.3 Marks. Each party shall remain the owner of all right, title, and interest in and to each of the its trademarks, service marks, logo designs or other designations used by it (together, “Marks”), in any form or embodiment thereof, and is also the owner of all goodwill associated with its Marks.
5. TERM AND TERMINATION.
5.1 Term. The Term shall be One Hundred and Eighty (180) days from the Effective Date and this Agreement will terminate 180 days from the Effective Date. The Term may not be adjusted or extended by any means other than a written Amendment fully executed by each party. For avoidance of doubt, each Referral by Referrer is governed by an Agreement that is effective from the day and time that the Referrer submits the Referral.
5.2 Termination for non-activity. This Agreement shall automatically terminate if Referrer does not complete an initiatory Introduction activity within 14 days of the Effective Date. In the event of termination for non-activity, CEO Says Go LLC shall notify Referrer via email.
5.2 CEO Says Go LLC reserves the right to at its option and without notice terminate Agreement with immediate effect if CEO Says Go LLC (i) becomes involved in any voluntary or involuntary bankruptcy or other insolvency proceeding, or (ii) ceases to be actively engaged in business.
5.3 Effect of Expiration or Termination. Upon expiration or any termination of the Agreement, the parties shall promptly destroy or return materials of the other, including Confidential Information, in its possession or under its control. CEO Says Go LLC’s acceptance of any Service Orders for Services from Referral after the expiration or termination will not be construed as a renewal or extension of the Term, or as a waiver of the right to terminate or of any other matter or right. CEO Says Go LLC shall pay to Referrer the Referral Fee for Qualified Sales consummated by a fully executed Service Order solely during the Term and prior to the date of expiration or termination.
5.4 No Compensation. Referrer is not entitled to any compensation, damages, or payments in respect to goodwill that has been established or for any damages on account of prospective or anticipated fees or profits, nor is Referrer entitled to reimbursement in any amount for any training, advertising, market development, data processing or security, introduction expenses, or any other cost that is expended by Referrer.
6. WARRANTY.
6.1 General Warranties. With regard to the terms herein, each party hereby represents and warrants to the other that: (i) it has all right, power and authority to execute and perform its obligations; (ii) it is not a party to any agreement, contract, or understanding that would prevent, limit or hinder its performance; (iii) during the Term, it will not enter into any contract, agreement or understanding which is in conflict or which would interfere with its performance; and (iv) it is not a party to any pending claims or litigation which might affect its performance.
6.2 No Product Warranties. CEO Says Go LLC warrants the Services only to Referrals who have purchased the Services subject to the terms of the CEO Says Go LLC Terms of Service. The scope of those warranties are in the sole discretion of CEO Says Go LLC. No warranties are made to Referrer hereunder with respect to Services. Referrer has no right to make any representations or warranties, or otherwise cause any Referral to believe that any warranty, except as is provided in writing by CEO Says Go LLC, is applicable to the Services.
6.3 Warranty Disclaimer. EXCEPT AS EXPRESSLY WARRANTED IN THESE TERMS AND CONDITIONS, EACH PARTY SPECIFICALLY DISCLAIMS AND EXCLUDES ALL WARRANTIES, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. CEO Says Go LLC does not warrant or guarantee any minimum amount of money Referrer will receive, and Referrer does not warrant or guarantee a minimum revenue CEO Says Go LLC will receive.
7. INDEMNIFICATION.
Each party will indemnify, defend, and hold harmless the other party, its affiliates and their respective officers, directors, shareholders and representatives against all liabilities, obligations, losses, costs, damages and other expenses and attorneys’ fees relating to claims arising from a party’s own breaches, acts, omissions or misrepresentations, provided that party gives the other party prompt written notice of such claim, reasonable assistance and authority to defend such claim.
8. LIMITATION OF LIABILITY.
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING LOST PROFITS, COSTS OF DELAY, FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY OF ANY KIND. THIS LIMITATION UPON DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. THE CUMULATIVE LIABILITY OF EITHER PARTY TO THE OTHER PARTY FOR ALL CLAIMS ARISING FROM OR RELATING TO REFERRAL, INCLUDING ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT OR STRICT LIABILITY, SHALL NOT EXCEED THE TOTAL AMOUNT OF REFERRAL FEES GOVERNED BY THIS AGREEMENT AND PAID BY CEO SAYS GO LLC TO REFERRER DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT, ACT OR OMISSION GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. THE FOREGOING LIMITATIONS OF LIABILITY SHALL NOT APPLY IN THE CASE OF REFERRER’S BREACH OF ITS INDEMNIFICATION OR CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT, OR IN THE CASE OF A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
9. MISCELLANEOUS.
9.1 Jurisdiction, Choice of Law. The laws of the state of Indiana (without giving effect to its conflicts of law principles) govern all matters arising out of or relating to this Agreement. The parties hereby submit to the jurisdiction of, and waive any venue objections against, the federal and state courts of Boone County, in Indiana in all controversies arising out of, or relating to, the terms herein.
9.2 Assignment. Referrer may not assign any of its rights or obligations thereunder voluntarily, by operation of law, or otherwise, (including without limitation in connection with a sale of its stock or assets or a merger, consolidation or other change of control involving Referrer), without CEO Says Go LLC’s prior written consent, which consent shall not be unreasonably withheld. Any attempt to assign without such consent shall be void.
9.3 Severability. If any provision of this Agreement is determined to be invalid, illegal or unenforceable, the remaining provisions remain in full force, if the essential provisions for each party remain valid, legal, and enforceable.
9.4 Entire Agreement. This Agreement and the Terms and Conditions contained within constitute the entire agreement between the parties with respect to the subject matter hereof. All earlier and contemporaneous negotiations and agreements between the parties on the matters contained herein are expressly merged into and superseded by these terms.
9.5 Relationship of the Parties. Referrer and CEO Says Go LLC enter into the Terms and Conditions as independent contractors, and neither Referrer nor CEO Says Go LLC will be or construed to be an agent, joint venture, or employee of the other.
9.6 Compliance with Laws. Each party agrees to comply with all laws, rules, and regulations in connection with its performance and obligations under the Agreement.
Rev. June 12, 2023