Standard Terms and Conditions
The following terms and conditions (the “Standard Terms”) shall be incorporated into the attached Confirmation Services Order (“CSO”) and together with the Standard Terms herein below (collectively, the “Agreement”) as it pertains to this Agreement between Referrals Tech inc., (“All Web Referrals” or “Company”) and (“Client”).
1. Term: Unless otherwise stated in the CSO, this Agreement shall have a term of one (1) month, beginning on the Issue Date, which shall automatically renew for successive terms unless one party provides at least five (5) days advance notice of its intention not to renew.
2. Client’s Obligations: (a) Client shall compensate Referrals Tech inc. according to the terms provided in the CSO. (b) Client shall use any Leads provided hereunder only in a manner consistent with applicable law.
3. Referrals Tech inc. Obligations: All Web Referrals agrees to undertake and complete the services indicated in the CSO (the “Services”) in accordance with high industry standards. All Leads collected and provided to Client will have been collected in compliance with applicable laws. Notwithstanding the foregoing, by providing a lead to Client, All Web Referrals agrees to collect and maintain evidence of lead’s written consent for contact via phone, text or email.
4. No Representations or Warranties: Referrals Tech inc. disclaims all warranties of any kind, whether express or implied, including but not limited to the implied warranty of merchantability or fitness for a particular purpose for the Services. Referrals Tech inc. has not made and does not hereby make any representations, guarantees or warranties whatsoever with respect to the ultimate success of Client’s use of any Leads delivered under this Agreement. All Leads are provided “As Is” and “As Available”. Client accesses and uses any Lead data provided under this Agreement at its own discretion and risk and will be solely responsible for any damage that results from any such download or use.
5. Limitation of Liability: In no event shall Referrals Tech inc. be liable hereunder for any interruption of business, lost profits or any indirect, special, incidental or consequential damages of any kind or nature. Referrals Tech inc. liability, if any hereunder, shall be limited to the amount paid to Referrals Tech inc. by the Client for its services hereunder. Without limiting the foregoing, Referrals Tech inc. shall have no liability for any failure or delay resulting from conditions beyond the control of Referrals Tech inc..
6. Confidential Information. Each party agrees that Confidential Information (as defined herein) is proprietary to the disclosing party and shall be kept strictly confidential and not used or disclosed except in accordance with applicable law or this Agreement. As defined herein, “Confidential Information” is proprietary information disclosed by one party (“Disclosing Party”) to another (“Receiving Party”), whether in writing, verbally or otherwise, and includes, but is not limited to, (i) any plans, practices, strategies, forecasts and analyses or other information regarding a party’s operations, technology, systems, software, algorithms, business, finances, marketing, industry know- how, trade secrets, accounts, customers, (ii) as to Company, all aspects of, and processes associated with, the Company Platform, (iii) information that, given its content, nature and/or the circumstances of disclosure, reasonably should be construed or interpreted to be confidential, and (iv) the Lead/Call Data, Leads, Call Transfers, Lead/Call Requests and the terms of this Agreement.
Client agrees to indemnify, defend and hold harmless Referrals Tech inc., its subsidiaries, parents, affiliates, agents, contractors, officers, directors and employees from and against any loss, cost, claim, action, lawsuit, judgment, injury or damage (including reasonable attorney’s fees) arising out of or relating to any: (a) breach of this Agreement by Client; (b) claim related to the generation, collection, storage and/or transfer of Lead and/or Call Transfers; (c) claim related to client marketing practices associated with the generation of Lead and/or Call Transfers; and/or (d) allegation related to the Lead and/or Call Transfers, and/or the authorization granted to Company and/or its third party marketing partners in connection therewith.
Referrals tech inc. agrees to indemnify, defend and hold harmless Seller its subsidiaries, parents, affiliates, agents, contractors, officers, directors, members and employees from and against any loss, cost, claim, action, lawsuit, judgment, injury or damage (including reasonable attorney’s fees) arising out of or relating to any breach of this Agreement by Client.
8. Definitions: (a) A “Valid Lead” shall mean any Lead delivered to a Client meeting the criteria listed in the CSO or which is not otherwise rejected within two days of delivery. (b) “Exclusive Lead” shall mean any new lead provided to Client in real time and on an exclusive basis such that Referrals Tech inc. may not provide such Lead to any other company in the same industry within one (1) month of delivery to Client. (c) “Price” shall mean the per Lead amount stated in the CSO, provided that Referrals Tech inc. may adjust this amount at any time based on market conditions upon (5) days advance notice, but only to the extent the extent the Campaign total has not been prepaid in advance. (d) “Semi Exclusive Lead” or “Semi Exclusive” shall mean any new lead provided to Client in real time and on a semi exclusive basis such that Referrals Tech inc. may only provide such Lead to Client and a maximum of two other companies in the same industry within one (1) month of delivery to Client. All Leads are sold on an semi-exclusive basis unless the CSO expressly states otherwise. l
9. Arbitration. All claims and disputes arising under or relating to this Agreement are to be settled by binding arbitration in the state of Colorado. The arbitration shall be conducted on a confidential basis pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Any decision or award as a result of any such arbitration proceeding shall be in writing and shall provide an explanation for all conclusions of law and fact and shall include the assessment of costs, expenses, and reasonable attorneys’ fees. Any such arbitration shall be conducted by an arbitrator experienced in lead generation/financial services and shall include a written record of the arbitration hearing. The parties reserve the right to object to any individual who shall be employed by or affiliated with a competing organization or entity. An award of arbitration may be confirmed in a court of competent jurisdiction.
10. Termination: (a) Either party may terminate this Agreement with or without cause by providing five (5) days advance written notice. A party may terminate this Agreement with cause in the event that the other party shall materially fail to perform its responsibilities under this Agreement and fails to cure such breach within five (5) days of delivery of a notice of such default. (b) Referrals Tech inc. may terminate and/or suspend performance under this Agreement by providing twenty-four (24) hours advanced written notice in the event that Client becomes Past Due in its payment obligations or uses the Leads provided under this Agreement in a manner which is illegal, or otherwise reasonably tending to place Referrals Tech inc. and/or its affiliates, by association with Client, in disrepute.
A. Integration: This Agreement represents the full and entire Agreement among the parties and supersedes all prior agreements, whether written or oral. The parties warrant, promise and represent, that in executing this Agreement they are not relying upon any oral representations, promises, or statements and that they are not relying upon any promises, statements or representations contained in any other written document.
B. Modification and Amendment: This Agreement shall not be modified or amended except by written instrument, signed by each of the parties hereto, and expressing such amendment or modification.
C. Choice of Law: This Agreement shall be construed, enforced and governed by the laws of The State of Colorado.
D. Interpretation: In the event of inconsistency between the CSO and the Standard Terms, the Standard Terms shall control.
E. Severability: If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable for whatever reason, the remaining provisions not so declared shall nevertheless continue in full force and effect without being impaired in any manner whatsoever.
F. Assignment: Client may not sell, assign or transfer any of the rights hereunder without prior written consent. Referrals Tech inc., however, may assign or transfer any of its rights hereunder, in whole or part, to an affiliated or successor entity (including any entity acquiring all or substantially all of its assets).
G. Waiver: No term or condition of this Agreement shall be deemed to have been waived, nor shall there be an estoppel against the enforcement of this Agreement, except by written instrument of the party to be charged with such waiver or estoppel. No such written waiver shall be deemed a continuing waiver unless specifically stated therein, and each such waiver shall operate only the specific term or condition waived and shall not constitute a waiver of such term or condition for the future or as any other than that specifically waived.
12. Representations and Warranties of Client: Client represents and warrants that: (i) it is a corporation duly organized, validly Existing and in good standing under the laws of its jurisdiction of incorporation and has all requisite power and authority to carry on its business, to enter into this Agreement and to carry out the provisions hereto; and (ii) performance under this Agreement will not violate or infringe any Legal Requirement or any contractual, intellectual property, proprietary, moral or other right of any third party.
Terms and Conditions
Standard Terms and Conditions