THIS APPLICATION FOR ENROLLMENT AS A REFERRAL AFFILIATE OF LOYALTYLOOP LLC (LOYALTYLOOP"), IF ACCEPTED BY LOYALTYLOOP, WILL BECOME A LEGALLY BINDING AGREEMENT THAT WILL GOVERN YOUR PARTICIPATION IN THE "LOYALTYLOOP AFFILIATE PROGRAM". BY CLICKING THE "I ACCEPT" BUTTON, YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.
THIS AGREEMENT is entered into as of DATE ("Effective Date"), by and between LoyaltyLoop LLC, a Rhode Island limited liability company with its principal office located at 5700 Post Road, Suite 10, East Greenwich, RI 02818 ("LOYALTYLOOP"), and AFFILIATE COMPANY, a STATE corporation with its principal office located at ADDRESS, CITY, STATE ZIP ("AFFILIATE").
WHEREAS, LOYALTYLOOP is in the business of providing LoyaltyLoop online customer feedback service to its customers;
WHEREAS, AFFILIATE is a LOYALTYLOOP subscriber in good standing and desires to market LOYALTYLOOP services to its customers;
WHEREAS, the parties desire to enter into a referral relationship under which AFFILIATE shall refer potential customers to LOYALTYLOOP in exchange for referral fees, as provided herein;
NOW THEREFORE, in consideration of the premises and the mutual promises contained herein, and of other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:
1.1 "Referral." A new subscriber of LOYALTYLOOP who has subscribed via the AFFILIATE FORM.
1.2 "Referral Date." The date of submission to LOYALTYLOOP of the AFFILIATE FORM.
1.3 "Net Revenues." Monies actually received by LOYALTYLOOP from the sale of its LoyaltyLoop online customer feedback service to a Referral, excluding (i) credits and, (ii) any taxes, duties, or tariffs relating to the sale.
1.4 "Existing Customer." Any person or organization, or a parent organization of an organization, for which LOYALTYLOOP has furnished its online customer feedback service within the period of two (2) years prior to the Referral Date of a Referral.
1.5 "AFFILIATE FORM.” LOYALTYLOOP will provide a pre-made hosted online registration form for AFFILIATE to sign-up subscribers, and will provide an Affiliate Code that may be used by AFFILIATE to create a custom form, both referred hereafter as “AFFILIATE FORM”. AFFILIATE FORM must include an approved LOYALTYLOOP logo visible to the subscriber. The AFFILIATE FORM must be used by AFFILIATE to sign-up subscribers to LOYALTYLOOP services in order to qualify AFFILIATE for referral commission fees. The AFFILIATE FORM will handle all initial registration, credit card collection, and subscriber fees processing from Referral.
1.6 "AFFILIATE LOYALTYLOOP Account.” LOYALTYLOOP will provide the AFFILATE access to an online account where AFFILIATE may monitor Referrals, commissions, and manage AFFILIATE’S bank account information where commissions will be deposited.
2. Referrals By AFFILIATE. During the term hereof, AFFILIATE shall i) maintain a public webpage on their website linking to the AFFILIATE FORM, and ii) make reasonable efforts to promote the LOYALTYLOOP services. LOYALTYLOOP will provide web copy and content to assist AFFILIATE in the marketing of LOYALTYLOOP services.
3. Percentage Referral Fees. Excluding Existing Customers, when a Referral completes the AFFILIATE FORM and initial payment for services are received by LOYALTYLOOP, then a referral commission fee is deemed to be earned by AFFILIATE. The amount of the referral fee shall be equal to ten percent (10%) of the Net Revenues for (a) any initial set up fee, and (b) recurring fees received by LOYALTYLOOP from the Referral for the entire term of the agreement between LOYALTYLOOP and the Referral.
4. Payment to AFFILIATE. Referral fees will be paid to the AFFILIATE on the last day of the month for fees collected in the prior month. Notwithstanding the forgoing, in no event shall LOYALTYLOOP be obligated to pay referral fees for Referrals of Existing Customers. All payments to AFFILIATE will be made electronically to the AFFILIATE’S bank account as specified by the AFFILIATE in their AFFILIATE LOYALTYLOOP Account.
5. Resolution of Conflicts Regarding Referral Fees. LOYALTYLOOP shall not be liable for more than a single referral fee for each single Referral. Once LOYALTYLOOP has established a referral arrangement, no additional referral fees shall be paid. A referral arrangement shall be deemed established upon submission of AFFILIATE FORM by Referral and collection of initial subscription fees by LOYALTYLOOP from Referral. If any third party should make a claim for any referral fee or part thereof after establishment of the original referral arrangement, the claimant shall be notified that its claim is denied. The final decision of LOYALTYLOOP regarding payment of any referral fee due and payable hereunder shall be final.
6. Use and Restrictions. Subject to the terms and conditions of this Agreement, you are not authorized to (i) resell, sublicense, transfer, assign, or distribute the site, its Services or content; (ii) modify or make derivative works based upon the site, its Services or content;(iii) "frame" or "mirror" any site, its Services or content on any other server or Internet-enabled device; or (iv) reverse engineer, decompile, or disassemble the Services or their enabling software for any purpose. All rights not expressly granted in this Agreement are reserved by us and our licensors.
7. Ownership. The material provided on this site and via our Services is protected by law, including, but not limited to, United States copyright law and international treaties. The copyrights and other intellectual property rights in this material are owned by us and/or others. Except for the limited rights granted herein, all other rights are reserved.
8. Unilateral Disclosure of Confidential Information By LOYALTYLOOP. The parties anticipate that LOYALTYLOOP may disclose confidential information to AFFILIATE. For purposes hereof, "Confidential Information" means information about LOYALTYLOOP or its clients (i) which relates to Referrals, including the business models and plans of LOYALTYLOOP and LOYALTYLOOP's clients, or (ii) which, although not related to the Referrals, is nevertheless disclosed hereunder, and which, in any case, is disclosed by LOYALTYLOOP or its customers or an affiliate to AFFILIATE in document or other tangible form bearing an appropriate legend indicating its confidential or proprietary nature, or which, if initially disclosed orally or visually is identified as confidential at the time of disclosure and a written summary hereof, also marked with such a legend, is provided to AFFILIATE within fifteen (15) days of the initial disclosure. AFFILIATE may use Confidential Information only for the purposes of this Agreement and shall protect such Confidential Information from disclosure to others, using the same degree of care used to protect its own proprietary information of like importance, but in any case using no less than a reasonable degree of care. AFFILIATE may disclose Confidential Information received hereunder only as reasonably required to perform its obligations under this Agreement and only to its employees who have a need to know for such purposes and who are bound by signed, written agreements to protect the received Confidential Information from unauthorized use and disclosure. The restrictions of this Agreement on use and disclosure of Confidential Information shall not apply to information that: (i) is in the possession or control of AFFILIATE at the time of its disclosure hereunder; (ii) is, or becomes publicly known, through no wrongful act of AFFILIATE; (iii) is received by AFFILIATE from a third party free to disclose it without obligation to LOYALTYLOOP; or (iv) is independently developed by AFFILIATE without reference to Confidential Information.
9. Independent Contractor Relationship. It is the intent of the parties that AFFILIATE be considered an independent contractor with respect to LOYALTYLOOP and this Agreement. The parties acknowledge that AFFILIATE shall not be under the apparent or actual direction or control of LOYALTYLOOP except as set forth in this Agreement and shall not be considered an employee or agent of LOYALTYLOOP. LOYALTYLOOP shall have no duty to withhold income taxes or pay social security or unemployment taxes on behalf of AFFILIATE. AFFILIATE agrees to indemnify LOYALTYLOOP for and hold it harmless from any liability related to any requirement to withhold income taxes or paying social security or unemployment taxes for AFFILIATE.
10. No Authority To Enter Into Contracts. This Agreement does not establish either party as the other party's agent or representative for any purpose. Neither party is authorized to accept orders or to enter into contracts or any obligation in the other party's name, or to transact any business on behalf of the other party.
11. No Exclusivity. This Agreement shall not be construed to be a commitment by either party to work exclusively with the other party regarding referrals of potential new business.
12. Trademarks. During the Term and subject to the terms of this Agreement, AFFILIATE shall have the right to identify AFFILIATE as a LOYALTYLOOP “Referral Partner” and AFFILIATE may refer to the LOYALTYLOOP Services using the LOYALTYLOOP Marks. Any other use shall require LOYALTYLOOP prior written consent. For any authorized use of the LOYALTYLOOP Marks, AFFILIATE represents that it has reviewed and will adhere to any LOYALTYLOOP Trademark & Copyright Guidelines as may be periodically updated by LOYALTYLOOP. AFFILIATE agrees that it shall not register or apply for registration of any trademark, service mark, business name, company name or trade name, domain name or social media account name or handle which is comprised of, or incorporates in whole or in part, any LOYALTYLOOP Mark, or is otherwise confusingly similar to a LOYALTYLOOP Mark. AFFILIATE agrees that it will do all things necessary to effect the transfer of any such same or similar trademark, service mark, business name, company name or trade name, domain name or social media account name or handle to LOYALTYLOOP, including but not limited to executing assignment documentation. Except as expressly granted herein, LOYALTYLOOP does not grant any rights to any of LOYALTYLOOP’s copyrights, patents, trademarks (whether registered or unregistered), trade secrets or trade names, and in no event will such a grant be implied.
13. LIMITATION OF LIABILITY. LOYALTYLOOP'S TOTAL CUMULATIVE LIABILITY FOR DAMAGES OF ANY KIND ARISING OUT OF THIS AGREEMENT WILL BE LIMITED TO REFERRAL FEES PAYABLE BY LOYALTYLOOP HEREUNDER. NEITHER PARTY SHALL BE LIABLE TO THE OTHER OR TO ANY OTHER PERSON FOR ANY INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES, OF ANY CHARACTER, WHETHER IN AN ACTION IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF THE PARTY CAUSING THE DAMAGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES OR COUNTRIES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY. THIS SECTION SHALL SURVIVE THE EXPIRATION OR TERMINATION OF THIS AGREEMENT.
14. Term Of Agreement; Survival. The initial term of this Agreement shall commence as of the Effective Date hereof and shall continue for a period of one (1) month, after which the agreement shall continue automatically from month-to-month, unless terminated as provided herein. Notwithstanding the forgoing, either party may terminate this Agreement at any time for any reason by thirty (30) days by written notice to the other party. The obligations to pay fees and to protect Confidential Information shall survive the expiration or termination hereof.
15. Termination For Cause. If either party fails to comply with any of the material terms and conditions of this Agreement, the non-defaulting party may terminate this Agreement upon ten (10) days' written notice to the defaulting party specifying any such breach, unless within the period of such notice, all breaches specified therein shall have been remedied.
16. Termination For Convenience. Notwithstanding anything contained herein to the contrary, either party may terminate this Agreement for convenience upon thirty (30) days written notice to the other party.
17. Effect of Termination. Notwithstanding anything contained herein to the contrary, from and after the expiration or termination of this Agreement for any reason, LOYALTYLOOP shall continue to pay commissions to AFFILIATE for all commissions that were earned by AFFILIATE prior to expiration or termination. This Section shall survive the expiration or termination of this Agreement.
18. Notices. Any notice or communication required or permitted to be given hereunder may be delivered by hand, deposited with an overnight courier, sent by email or facsimile (provided delivery is confirmed), or U.S. Mail (registered or certified only), return receipt requested, in each case to the address set forth on the initial page hereof or at such other addresses as shall be designated in writing by either party to the other in accordance with this Section. Such notice will be deemed to be given when received.
19. Assignment. This Agreement shall inure to the benefit of, and be binding upon, any successor to all or substantially all of the business and assets of each party, whether by merger, sale of assets, or other agreements or operation of law. Except as provided above, neither party shall assign this Agreement or delegate any work or obligation to be performed under this Agreement, without the other party's prior written consent. Any attempted assignment or delegation in contravention of this Section shall be void and ineffective.
20. Miscellaneous. This Agreement shall be construed under the laws of the State of Rhode Island, without regard to its principles of conflicts of law. This Agreement constitutes the entire understanding of the parties with respect to the subject matter of this Agreement and merges all prior communications, understandings, and agreements. This Agreement may be modified only by a written agreement signed by the parties. The failure of either party to enforce at any time any of the provisions hereof shall not be a waiver of such provision, or any other provision, or of the right of such party thereafter to enforce any provision hereof.