Effective Date: April 5, 2015
Field Solution Group, LLC (“FSG”) designs, develops and markets online reputation solutions and internet-services for businesses. FSG has created a customer Referral Program to reward any person who recommends FSG’s services to third parties, if such recommendation results in such third party signing with FSG as a new customer. By completing all of the required information fields in the ‘Refer & Earn $250’ form, by checking the Terms and Conditions box, and clicking the “Submit” button, you agree to be bound by this Agreement. You are referred to as “Referral Partner” for purposes of this Agreement.
1.1 - The Effective Date of this Agreement is the date on which the Referral Partner clicks “Submit” on the “Refer & Earn $250” form. This Agreement shall then continue in effect until terminated as provided herein (“Term”).
1.2 - A “Referral” occurs when FSG accepts a contract to provide its services to a customer (each, a “Referred Customer”) that provides the Referral Partner name to FSG for receiving such customer’s contract at or prior to the time the customer enters into such contract, and agrees to pay an annual recurring fee of at least $1,250 for the FSG services covered by the contract. Notwithstanding the foregoing, a Referred Customer shall not include any customer whose contact information is already within FSG’s customer and potential customer database and who has been in contact with a FSG team member at any time during the 12 months prior to the date of the Referral. FSG, in its sole and absolute discretion, determines whether and when a Referral has occurred.
1.3 - FSG will pay Referral Partner a one-time fee of $250 for each Referral.
1.4 - Payments of Referral Fees to Referral Partner will be processed within 30 days after the Referred Customer signs and pays with FSG. Referral Partner will receive payment of Referral Fees by VISA gift card. All VISA gift cards will be sent by regular mail.
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 FSG does not guarantee that Referral Partner will earn any payments under this Agreement.
2.1 - Referral Partner agrees and acknowledges that no payment of any kind, other than the Referral Fees as provided in this Agreement, is due from FSG 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 FSG nor accept any payment of any kind on behalf of FSG. 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 FSG. If any court or agency construes this Agreement to have created an employment relationship between Referral Partner and FSG, 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 FSG and that if Referral Partner becomes an employee of FSG 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 FSG and has no authority to make any representations to any third party on behalf of FSG, nor any right or authority to bind FSG to any action or agreement whatsoever. Referral Partner represents, warrants and covenants that Referral Partner shall not make any misrepresentations, including by omission, regarding FSG or the services that FSG 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 FSG employee within FSG’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 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, 4-10, and this sentence.
Non-Solicitation and Non-Competition
Referral Partner acknowledges the character of FSG’s business and the substantial amount of time, money, and effort that FSG 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 FSG 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 FSG as an employee or service provider; and (ii) compete with FSG, 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. FSG 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 FSG 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.
Limitation of Liability
IN NO EVENT SHALL FSG 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 YODLE WAS ADVISED, SHAD OTHER REASON TO KNOW, OR KNEW OF THE POSSIBILITY OF SUCH DAMAGES. FSG’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 FSG 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 North Carolina, excluding its conflict of laws principles, (b) may be amended only (i) by FSG 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 FSG) 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 FSG and Referral Partner shall be Durham County, North Carolina, and Referral Partner hereby waives any jurisdictional, venue or inconvenient forum objections thereto. FSG 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 90 days written notice of its intent to file an action. FSG will provide such notice by e-mail to Referral Partner’s e-mail address on file with FSG, and Referral Partner must provide such notice by e-mail to firstname.lastname@example.org. 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 FSG 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.
How to Contact Us
Questions or comments about these Terms may be directed to Field Solution Group at:
Field Solution Group
P.O. Box 12510
Durham, NC 27709