1.1 The Effective Date of this Agreement is the date on which the Referral Partner clicks “Submit” on the “Refer & Earn Up To $200” form. This Agreement shall then continue in effect until terminated as provided herein (“Term”).
1.2 A “Referral” occurs when LE accepts a contract to provide its services to a customer (each, a “Referred Customer”) that provides the Referral Partner name to LE’s sales representative responsible for receiving such Referred Customer’s contract at or prior to the time the Referred Customer enters into such contract, and agrees to pay a monthly recurring fee of at least $100 for the LE services, excluding set-up fees/or monthly third-party media spend amounts (“LE Monthly Contract Amount”), covered by the contract. Notwithstanding the foregoing, a Referred Customer shall not include any customer whose contact information is already within LE’s customer and potential customer database(s), and who has been in contact with a LE representative at any time during the three (3) months prior to the date of the Referral. LE, in its sole and absolute discretion, determines whether and when a Referral has occurred.
1.3 LE will pay Referral Partner a one-time credit (“Referral Credit”) for each Referral based on the monthly value of the Referred Customer’s contract. If the LE Monthly Contract Amount is between $100 and $698, the Referral Partner shall be entitled to receive a Referral Credit in the amount of $100. If the LE Monthly Contract Amount is greater than or equal to $699, the Renewal Partner shall be entitled to receive a Referral Credit in the amount of $200.
1.4 Application of Referral Credit to Referral Partner will be processed at the end of each month and applied within 45 days after the end of the applicable month. Referral Partner will receive the Referral Credit in the form of an advertising account credit on Referral Partner’s existing advertising account.
1.5 Referral Partner acknowledges and agrees that Referral Partner’s level of earnings under this Agreement are a direct result of Referral Partner’s own efforts and that LE does not guarantee that Referral Partner will earn any credit under this Agreement.
2.1 Referral Partner agrees and acknowledges that no payment of any kind, other than the Referral Credit as provided in this Agreement, is due from LE to Referral Partner as a result of Referral Partner making Referrals under this Agreement. Referral Partner shall not charge any Referred Customer any fees, costs or charges of any kind on behalf of LE nor accept any payment of any kind on behalf of LE. Nothing in this Agreement is intended to prohibit Referral Partner from providing services on Referral Partner’s own behalf to any Referred Customer.
2.2 Nothing in this Agreement shall operate to create an employment relationship of any kind between Referral Partner and LE. If any court or agency construes this Agreement to have created an employment relationship between Referral Partner and LE, then this Agreement shall have no force and effect, and shall be null and void, beginning on the date on which such employment relationship is deemed to have taken effect. Referral Partner represents and warrants that Referral Partner is not currently an employee of LE and that if Referral Partner becomes an employee of LE after the Effective Date, this Agreement shall immediately terminate without the need for any notice upon the date such employment begins.
2.3 Referral Partner represents and warrants that Referral Partner is not an agent of LE and has no authority to make any representations to any third party on behalf of LE, nor any right or authority to bind LE to any action or agreement whatsoever. Referral Partner represents, warrants and covenants that Referral Partner shall not make any misrepresentations, including by omission, regarding LE or the services that LE provides, in any manner whatsoever.
2.4 Referral Partner represents and warrants that Referral Partner is not a member of the immediate family of any LocalEdge employee within LE’s Sales Department. For this purpose, “immediate family” includes parents, spouses, children, siblings, grandparents and grandchildren.
This Agreement may be terminated by either party upon five (5) days written notice to the other party. In addition, this Agreement will terminate immediately and automatically (i) upon any default by Referral Partner under this Agreement; or (ii) as set forth in Section 2.2 above. The following provisions shall survive the termination of this Agreement: Paragraphs 2, 4-9, and this sentence.
Referral Partner acknowledges the character of LE’s business and the substantial amount of time, money, and effort that LE has spent and will spend in building relationships with customers and recruiting competent employees and service providers. Referral Partner agrees that, during the Term and for a period of one year thereafter, Referral Partner will not (i) solicit, hire or engage, or actively assist any other person or entity which competes with LocalEdge in soliciting, hiring or engaging, any consultant, manager, executive, or any other person who is on the Effective Date or at any time during the Term employed or engaged by LE as an employee or service provider; and (ii) compete with LE, directly or indirectly, including as a consultant or an advisor, during the Term.
This Agreement is personal to Referral Partner and any assignment made by Referral Partner of any rights or obligations hereunder shall be null and void. LE shall have the unrestricted right to assign this Agreement, or any rights and obligations hereunder, without consent or notice to Referral Partner.
Referral Partner shall at all times during the Term and thereafter, indemnify and hold harmless LE and its directors, officers, employees, agents, and affiliates, against all claims, proceedings, demands, costs, damages, and liabilities of any kind whatsoever, including legal expenses and reasonable attorneys’ fees, arising out of, connected with, resulting from, or sustained as a result of Referral Partner’s breach of this Agreement.
IN NO EVENT SHALL LE BE LIABLE TO REFERRAL PARTNER (NOR TO ANY PERSON OR ENTITY CLAIMING RIGHTS DERIVED FROM REFERRAL PARTNER’S RIGHTS) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING COST OF COVER, LOST REVENUES OR PROFITS OR LOSS OF BUSINESS OR DATA, REGARDLESS OF WHETHER LE WAS ADVISED, SHAD OTHER REASON TO KNOW, OR KNEW OF THE POSSIBILITY OF SUCH DAMAGES. LE’S LIABILITY TO REFERRAL PARTNER FOR DAMAGES FOR ANY CAUSE WHATSOEVER, REGARDLESS OF WHETHER THE CAUSE OF ACTION ARISES IN CONTRACT, TORT, OR OTHERWISE, SHALL BE LIMITED TO THE AMOUNT WHICH LE HAS PAID TO REFERRAL PARTNER IN THE ONE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE CLAIM OCCURRED. THIS LIMITATION OF LIABILITY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.
This Agreement (a) is governed by the laws of the State of New York, excluding its conflict of laws principles, (b) may be amended only (i) by LE e-mailing revised terms and conditions to Referral Partner (and Referral Partner shall then have the right to terminate the then modified Agreement immediately upon written notice to LE) or (ii) in a writing signed by both parties and (c) constitutes the complete and entire expression of the agreement between the parties, and supersedes any and all other representations, warranties and agreements, whether written or oral, with respect to the subject matter hereof. The exclusive venue for any dispute between LE and Referral Partner shall be New York County, New York, and Referral Partner hereby waives any jurisdictional, venue or inconvenient forum objections thereto. LE AND REFERRAL PARTNER EXPRESSLY WAIVE ANY RIGHT TO A JURY TRIAL. Prior to initiating any legal action, the initiating party shall give the other party ninety (90) days written notice of its intent to file an action. LE will provide such notice by e-mail to Referral Partner’s e-mail address on file with LE, and Referral Partner must provide such notice by e-mail to disputeresolution@LocalEdge.com. During such notice period, the parties will endeavor to settle amicably by mutual discussions any disputes, differences, or claims whatsoever. Failing such amicable settlement and expiration of the notice period, any controversy, claim, or dispute shall finally be settled in a court of competent jurisdiction as set forth herein. These terms shall be severable and construed to the extent of their enforceability in light of the parties’ mutual intent. Section headings are provided for reference purposes only and in no way define, limit, construe or describe the scope or extent of any section. Referral Partner expressly agrees that any varying or additional terms contained in any purchase order or any other written notification or document issued by Referral Partner shall be of no effect and may be accepted for administrative convenience only. Referral Partner and LE agreed and intend that there are no third-party beneficiaries to this Agreement.
This Agreement is an electronic contract. Referral Partner (or its authorized agent) indicates acceptance of this Agreement by filling out their information and clicking the “Submit” button. This action creates an electronic signature that has the same legal force and effect as a handwritten signature on a written contract under any applicable law or regulation and is equally binding. By clicking the “Submit” button, Referral Partner (or its authorized agent) acknowledges reading and accepting this Agreement and represents, warrants and agrees that Referral Partner (or its authorized agent) has the power, authority and legal right to enter into this Agreement on behalf of Referral Partner.