WHEREAS, the Referrer may from time to time refer potential customers to Archive for the compensation noted herein.
WHEREAS, “Referrer” means the company referring potential customer(s) to Archive under these terms.
The Parties agree to the following:
1. Archive Resale, Inc. (“Archive”) hereby appoints Referrer to be eligible for referral compensation for referring potential customers to Archive. Provided that Archive is not already engaged with the potential referred customer, andthe referred customer meets with Archive with one (1) year of the referral, the individual responsible for the referral from Referrer will become eligible for personal compensation, as stated below. If Archive is already engaged with the referral customer when Referrer makes the referral, Archive will notify Referrer of the existing relationship within five (5) business days. Subsequent sales of Archive offerings to such a referred customer shall not be subject to a referral fee.
2. If a referred customer becomes an Archive customer, Archive will credit Referrer’s account an amount for the next invoice, as stated below. Archive will calculate the referral credit due to Referrer each year, the credit shall be reflected on the next invoice for Referrer’s subscription to Archive’s offerings.
3. Referral methods for Archive’s offerings are at the sole discretion of the Referrer. However, in order to solicit sales, the Referrer shall not make promises or issue any warranty either expressed or implied pertaining to the Archive’s offerings unless authorized in writing by Archive to do so.
4. The Referrer may make use of Archive's trademarks for the sole purpose of promoting Archive's offerings. Any such use shall be in accordance with Archive's trademark policies. It is expressly understood that these referral term does not grant the Referrer any interest in Archive's trademarks or any other intellectual property rights.
5. The relationship between the parties shall at all times be that of independent contractors. No employment, partnership or joint venture relationship is formed by these referral terms and at no time may the Referrer position itself as affiliated to Archive, except as an independent referrer. In view of this independent relationship the Referrer shall not enter into any agreements on behalf of Archive, and shall not incur any expenses on behalf of Archive.
6. These referral terms does not grant exclusive rights to the Referrer to act as referrer on behalf of Archive and the Referrer shall have no rights under any other agreements entered into by Archive with other referrers.
Customer Referral Relationship Terms
Archive Resale, Inc.
7. The Referrer agrees not to disclose any confidential information pertaining to Archive’s offerings, nor that of prospective or existing customers to any third party. The Referrer may do follow-up enquiries with its referred customers to confirm their purchase and to gather feedback about their experience with Archive's offerings as supplied.
8. Either party may terminate the relationship contemplated by these terms at any time by giving the other party ten (10) days prior written notice. Upon termination by either party all outstanding referral fees due to the Referrer at that time shall be settled in full within thirty (30) days, and credits shall be issued as noted above.
9. Each party shall indemnify, defend and hold the other party (and any other relation to the other party) harmless against any and all claims of whatsoever nature arising from misrepresentation, default, misconduct, failure to perform or any other act related to the relationship contemplated by these terms.
10. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST BUSINESS) ARISING OUT OF OR IN CONNECTION WITH ANY AGREEMENT BETWEEN THE PARTIES OR THE SERVICES PERFORMED THEREUNDER UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE), EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION ARCHIVE SHALL ONLY BE LIABLE TO REFERRER UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE) FOR ANY DIRECT DAMAGES IN AMOUNT UP TO THE FEES/CREDITS PAYABLE/OWED TO REFERRER FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE CALENDAR YEAR IN WHICH THE EVENT OCCURS.
10. These terms constitute the whole agreement between the parties; provided that Archive may alter or amend these terms at any time without notice.
A. Personal Compensation for referring new potential customers to Archive: Gift card worth Two Hundred Fifty Dollars ($250.00 USD).
B. Company Compensation for referred customers that become Archive customers: Credit off Referrer’s next Archive invoice of Five Thousand Dollars ($5,000.00 USD)
