This program is by invitation ONLY.
Review Wave Referral Agreement
THE FOLLOWING AGREEMENT BETWEEN YOU AND REVIEW WAVE COVERS THE REFERRAL AGREEMENT FOR THE “REVIEW WAVE” PLATFORM, SOFTWARE, AND WEBSITE(S). IN ORDER TO DEFINE THE RELATIONSHIP BETWEEN YOU AND REVIEW WAVE AND SPECIFICALLY ITS REFERRAL AGREEMENT, IT IS IMPORTANT FOR YOU TO READ AND UNDERSTAND THE FOLLOWING TERMS. BY REQUESTING TO ENROLL IN THE REVIEW WAVE REFERRAL PROGRAM YOU CONSENT THAT THESE TERMS APPLY TO YOU AND GOVERN THE RELATIONSHIP BETWEEN YOU AND REVIEW WAVE. YOU ALSO ACKNOWLEDGE AND AGREE THAT REVIEW WAVE IN ITS SOLE DISCRETION SHALL DETERMINE APPLICANTS ACCEPTED INTO THE REFERRAL PROGRAM AND NO COMMISSIONS AND/OR PAYMENTS SHALL BE DUE TO YOU WITHOUT REVIEW WAVE’S EXPRESS ACCEPTANCE OF YOU AS A REFERRAL PARTNER.
WHEREAS, Review Wave provides cloud based software for individuals (“Clients”) that subscribe to our unique marketing services (collectively the “Review Wave Services”),
WHEREAS, Referral Partner desires to refer new Clients to Review Wave for the Review Wave Services via personal referral and Review Wave will pay Referral Partner a referral fee for every new Client referral that purchases a Review Wave Services as outlined in Section 2.2 below.
NOW, THEREFORE, in consideration of their mutual covenants and obligations contained herein, and the mutual benefits to be derived here from, Review Wave and Referral Partner (collectively the “Parties”), intending to be legally bound, do hereby covenant and agree as follows:
1.1 The term “Confidential Information” means all know-how, formulations, specifications, algorithms, maintenance, data sheets, sales, service and technical bulletins, Client lists, sales and marketing programs, price lists, cost data, sales aids, such as filmstrips and recordings, and all other publications and information, whether or not reduced to writing, relating to the formulation, manufacture, use, marketing and sale of the services, as well as any other information which may be divulged by one party under this Agreement to the other in the course of its performance of this Agreement, which is disclosed under circumstances that reasonably place the recipient on notice of the confidentiality of the information. Confidential Information does not, however, include any information which the recipient can establish (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the discloser; (ii) becomes publicly known and made generally available after disclosure by the discloser to recipient through no fault or breach of recipient; (iii) is already in the possession of recipient without restriction on use or disclosure at the time of disclosure by discloser as shown by recipient’s files and records prior to the time of the disclosure; (iv) is obtained by recipient lawfully and without restriction on use or disclosure from a third party without a breach of such third party’s obligations of confidentiality; or (v) is independently developed by recipient without use of or reference to discloser’s Confidential Information, as shown by recipient’s files and records.
1.2 The term “Proprietary Rights” means all Technology, Trademarks, data, inventions, information (including, without limitation, Confidential Information), processes, know-how, trade secrets, sketches, prototypes, notebooks, papers, drawings, formulae (including copies or extracts thereof) and similar intellectual property rights which the respective parties have or may hereafter develop.
1.3 The term “Territory” means the United States of America and abroad.
1.4 The term “Trademarks” means all those trademarks, service marks, designs, logos, slogans and trade names belonging or licensed to Review Wave, worldwide.
- The term “Client(s)” refers to the potential clients who may be desirous of the Review Wave Services and ultimately become a Review Wave Client through Referral Partner’s effort. Specifically, a Client for Review Wave Services shall be:
- Contacts that Referral Partner made and that Referral Partner elects to deliver (either in person or via web based mechanisms/tools as developed by Review Wave) to Review Wave for the purposes of purchasing the Review Wave’s Services; AND
- Referral Partner contacts that actually convert into Clients of the Review Wave services.
- “Active Client” shall mean a client referred by Referral Partner and who remains a paying Client of Review Wave.
- “Inactive Client” shall mean the client has stopped paying for the Review Wave Services. Once a client becomes inactive, Referral Party is not entitled to any commission whatsoever from Review Wave. Review Wave reserves the right to solely determine whether a client is “Inactive” and Referral Partner expressly agrees and acknowledge this right.
- “Qualified Client” shall mean any client that has not had an active subscription to a Review Wave Services in the last 30 days.
- “Active Affiliate” shall mean an affiliate that has referred a paying Client of Review Wave in the last 3 months.
1.6 “Referral Fee Payments” shall occur on a monthly basis and are delivered via check on or about the 15th of the month for the prior month earned.
Terms and Conditions
2.1 Ordering of Review Wave Services. Clients provided to Review Wave by Referral Partner that ultimately subscribe to the Review Wave Services shall be confirmed in writing to Referral Partner no later than sixty (60) days after a Client purchases/subscribes to the Review Wave’s services.
2.2 Referral Payment Fee (Commissions). Referrals that become an Active Client, referred first by a person or company, said company will be paid one time in the amount of $250 per referral. Referral Payment Fees shall be paid on a monthly basis and the same shall be confirmed in writing and/or electronic notification, as determined by Review Wave, to Referral Partner. In the event the Agreement is terminated as provided in Article 6, all future payments are cancelled.
2.2.1 Commission Reports. After the first referral of any Review Wave service contract, Review Wave shall deliver written and/or electronic reports to Referral Partner for each calendar month, stating in each such report, the number and description of each referral based Review Wave service contract, by geographic area(s), and the calculation of Referral Commissions due thereon. Concurrent with the delivery of the report required pursuant to this Section 2.2.1, Review Wave shall pay to Referral Partner all commissions that have accrued hereunder as of the close of the prior calendar month that is covered by such report.
3.1 Compliance with Law. Each party shall at all times comply with the provisions of all applicable laws and the rules and regulations thereunder, and refrain from engaging in any illegal, unfair or deceptive trade practices or unethical business practices whatsoever with respect to the terms of this Agreement.
- Compliance with Review Wave Terms of Service. Referral Partner agrees to be bound by the Term of Service located at https://www.reviewwave.com/terms-of-service/ without limitation. Additionally, Referral Partner agrees and acknowledges that its Review Wave account, if enrolled, may be subject to termination in the event Referral Partner attempts to market the Review Wave Services as part of any SPAM campaign. For Referral Partners not currently enrolled in a Review Wave subscription agreement, violation of this Section 3.2 shall constitute a material breach of this Referral Agreement and any commissions due Referral Partner may be offset by any associated damages that result from a violation of this provision.
- Confidentiality. Each party shall hold all Confidential Information in strict confidence and will in no way disclose or provide such Confidential Information to any person or entity, except (i) with the prior written approval of the owner of such Confidential Information or (ii) as expressly permitted under this Agreement. Each partyshall take all necessary measures to prevent such disclosure by its present and future employees, officers, agents, subsidiaries, dealers or consultants during the term of this Agreement and thereafter.
Representations and Warranties
4.1 Representations and Warranties by Referral Partner:
Referral Partner represents and warrants to Review Wave that, as of the date of this Agreement:
(a) Power and Authority: Referral Partner has the corporate power and authority to enter into and to carry out the terms and provisions of this Agreement; and this Agreement is the legal, valid and binding obligation of Referral Partner and is enforceable against Referral Partner in accordance with its terms. In the event Referral Partner is enrolling in the Referral Partner program as an individual, he/she acknowledges that they have the legal right and authority to enter this Agreement without limitation or restriction.
(b) No Conflicting Agreement: Referral Partner has not granted to any person other than Review Wave any right, title or interest or entered into any agreement which is in conflict with or inconsistent with any of the terms or conditions of this Agreement.
(c) Litigation: There are no actions or proceedings pending, or to Referral Partner’s knowledge, threatened, which would prevent
or make unlawful the consummation of the transactions contemplated by this Agreement.
(d) Infringement: Referral Partner has no actual knowledge, that any service(s) conflicts with, violates or infringes any rights of any third party.
4.2 Representations and Warranties by Review Wave:
Review Wave represents and warrants to Referral Partner that, as of the date of this Agreement:
(a) Power and Authority: Review Wave has the corporate power an authority to enter into and to carry the terms and provisions of this Agreement; and this Agreement is the legal, valid and binding obligation of Review Wave and is enforceable against Review Wave in accordance with its terms.
(b) No Conflicting Agreements: The execution, delivery and performance of this Agreement by Review Wave will not conflict with or violate any agreements or understandings to which Review Wave is a party or by which it may be bound.
(c) Litigation: There are no actions or proceedings pending, or to Review Wave’s knowledge, threatened, which would prevent or make unlawful the consummation of the transactions contemplated by this Agreement.
(d) Infringement: Review Wave has no actual knowledge, that any service(s) conflicts with, violates or infringes any rights of any third party.
5.1 Protection of Intellectual Property. Each party agrees to take such actions as the other party may reasonably require for the protection of such other party’s proprietary interest in its Trademarks, Technology, and all other Proprietary Rights. Each Party shall cooperate fully and in good faith with the other party for the purpose of preserving such other party’s rights in and to the its Trademarks, Technology and all other Proprietary Rights. Each party agrees to promptly notify the other party in writing of any uses, which may be infringements of the trademarks, technology or other proprietary rights which come to its attention. In the event of infringement of a party’s Trademarks, Technology, and other Proprietary Right, such party alone shall have the sole right to determine whether or not any action shall be taken on account of any such infringement(s).
Term and Termination
6.1 Term. This Agreement shall be for a period of twelve (12) months commencing upon the Effective Date hereof unless sooner terminated in accordance with this Agreement (the “Initial Term”). Unless terminated prior to the natural expiration of the Initial Term, upon the expiry of the Initial Term this Agreement shall automatically renew for successive terms of the same duration, unless either party gives written notice to the other of such party’s desire not to renew not less than ninety (90) days prior to the date of the expiration of the Initial Term or any successive term thereafter. For purposes of this Agreement, “Term” shall mean collectively the Initial Term as well as any successive renewal or extension thereof.
6.2 Termination. Notwithstanding Section 6.1 above, this Agreement may be terminated upon the occurrence of any of the following events:
(a) At the election of either party, in writing, if: (i) all or substantially all of the assets of the non-terminating party are transferred, sold or liquidated; (ii) the non-terminating party is dissolved; (iii) the non-terminating party is adjudged a bankrupt or becomes insolvent; (iv) the non-terminating party enters into an assignment or other arrangement for the benefit of its creditors; or (v) the ownership or operations of the non-terminating party have materially changed;
(b) By either party, if an event of force majeure continues for more than three (3) months as provided in Article 7 below;
(c) By either party hereto upon thirty (30) days prior written notice to the other party hereto; or
(d) By the non-defaulting party, (i) upon any default by the other party in the performance of any of its material obligations under this Agreement, if such default has not been remedied within thirty (30) days after receipt of written notice thereof from the non-defaulting party; or (ii) if any representation or warranty of either party herein proves to be incorrect in any material respect.
(e) By the affiliate no longer actively referring users to Review Wave in the last 90 days.
6.3 Rights and Obligations upon Termination. Upon termination of this Agreement for whatever reason whatsoever, the Parties shall have the following rights and obligations:
(a) Neither party shall be discharged for any antecedent obligations or liabilities to the other party under this Agreement, unless otherwise agreed in writing;
(b) For a period of not less than two (2) years after the date of termination, each party shall maintain, and make available to the other party upon its request, for inspection and copying all books and records that pertain to performance of and compliance with obligations, warranties and representations including the mutual agreement and division of prior business leads and/or Clients under this Agreement.
6.4 Effect of Termination. On and after termination of this Agreement, whether pursuant to the provisions of Section 6.3 of otherwise:
(a) NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY DAMAGES, LOSSES OR EXPENSES RESULTING FROM ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT ARISING FROM ANY CLAIMS ASSERTED WHICH ARE BASED UPON LOSS OF GOODWILL, PROSPECTIVE PROFITS OR ANTICIPATED ORDERS, OR ON ACCOUNT OF ANY EXPENDITURES, INVESTMENTS, LEASES OR COMMITMENTS MADE BY SUCH PARTY;
(b) All rights granted to either party hereunder shall forthwith and without further act or instrument, be assigned and revert to the original party. In addition, each party will execute any instruments requested by the other which are necessary to accomplish or confirm the foregoing. Any such assignment, transfer or conveyance shall be without consideration other than the mutual agreements contained herein.
7.1 Entire Agreement. This Agreement, including any Exhibits hereto, represents the entire agreement between the Parties on the subject matter hereof and supersedes all prior discussions, agreements and understandings of every kind and nature between them. This Agreement may be modified, amended, rescinded, cancelled or waived, in whole or in part, only by written instrument signed by all of the Parties hereto.
7.2 Notice. All notices under this Agreement shall be in English and shall be in writing and/or electronic mail, given by airmail, certified or registered, postage prepaid, return receipt requested, promptly confirmed by airmail, addressed to the parties at the addresses immediately below their respective signatures hereto, or to such other address of which either party may advise the other in writing. Any notice given by airmail shall be deemed received by the addressee three (3) business days from the date of mailing. All other forms of notice will be deemed given when sent.
7.3 Force Majeure. Neither party shall be in default hereunder by reason of any failure or delay in the performance (either in whole or in part) of any obligation under this Agreement (other than the payment of money) where such failure or delay arises out of any cause beyond the reasonable control and without the fault or negligence of such party (an “Event of Force Majeure”). Such causes shall include, without limitation, storms, floods, other acts of nature, fires, explosions, riots, war, terrorism or civil disturbance, strikes or other labor unrests, embargoes, shortage or failure in supply of raw materials from the then contemplated sources of supply and no other source or supply can be located or obtained with commercially reasonable diligence and effort, and other governmental actions or regulations which would prohibit either party from ordering or furnishing Products or from performing any other aspects of the obligations hereunder. Within ten (10) days from the date of commencement of an Event of Force Majeure, the party affected by such an event shall advise the other party (the “Other Party”) of the date when such delay in performance commenced, and the reasons therefore as enumerated in this Agreement; likewise, within ten (10) days after the delay ends, the party affected by such an Event of Force Majeure shall advise the Other Party of the date when such delay ended, and shall also specify the redetermined time by which the performance of the obligation hereunder is to be completed. In the event that the Event of Force Majeure continues for a period of sixty (60) days then the Other Party shall have the right to elect to terminate this Agreement upon ten (10) days notice to the party affected by such an event.
7.4 Severability. In the event any one or more of the provisions contained in this Agreement are deemed illegal or unenforceable, in whole or in part, the remaining provisions, and any partially unenforceable provisions to the extent enforceable, shall nevertheless be binding and enforceable. In the event that any act, regulation, directive, or law of a government having jurisdiction and respect of this Agreement, including its departments, agencies or courts, should make it impossible or prohibit, restrain, modify or eliminate any act or obligation of either party under this Agreement, the non-affected party shall have the right, at its option, to suspend this Agreement or the parties may, at their mutual agreement, make such modifications therein as may be necessary.
7.5 Assignment. Except as expressly provided for herein, neither party may assign or otherwise transfer any of its rights or obligations under this Agreement without the other party’s prior written approval and any such assignment or transfer shall be void. This Agreement does not create, and shall not be construed as creating, any rights enforceable by any person not a party to this Agreement.
7.6 Applicable Law. This Agreement is deemed made and entered into in the State of California and shall be construed, enforced and performed in accordance with the laws of the State of California, without reference, to choice of law.
7.7 Dispute Resolution. Any and all disputes of whatever nature, arising between the Parties of this Agreement or the underlying business relationship, including termination thereof and statutory claims, and which are not resolved between the parties themselves, shall be submitted to binding and final arbitration to be conducted in English, in Orange County, California, before a panel of three arbitrators in accordance with the Commercial Arbitration Rules of the American Arbitration Association for Commercial Cases in effect as of the date of this Agreement. Judgment upon the award of the arbitrators may be entered in any court having jurisdiction thereof. In the event of any proceeding in arbitration between the Parties arising in any manner out of this Agreement or the asserted breach thereof, the prevailing party shall recover court costs or costs of arbitration, as appropriate, and reasonable attorneys’ fees.
7.8 Waiver. The waiver or excuse by either party hereto as to any breach, default or deficiency and the performance by the other party of any duty or obligation by the other party to be performed hereunder shall not constitute or be deemed a continuing waiver or excuse of the same or any other duty or obligation owed by the other.
7.9 Interpretation. In the event any claim is made by any party relating to any conflict, omission or ambiguity in this Agreement, no presumption or burden of proof or persuasion shall be implied by virtue of the fact that this Agreement was prepared by or at the request of a particular party or that party’s counsel. Reference to “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”
7.10 Captions. Captions of sections of this Agreement are included for reference only, shall not be construed as part of this Agreement and shall not be used to define, limit, extend or interpret the terms hereof.
7.11 Currency. Unless otherwise agreed by the parties in writing, all payments required to be made under this Agreement shall be made in United States Dollars via check, wire transfer, or other immediately available funds. The remitting party shall pay at its own expense all charges and expenses associated with the other party’s receipt of such payment, including but not limited to credit card transaction fees.
7.12 Remedies Not Exclusive. No remedy conferred by any of the specific provisions of this Agreement is intended to be exclusive of any other remedy and each and every right and remedy hereunder is cumulative with each and every other right and remedy herein or in any other agreement between the parties or under applicable law.
7.13 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall constitute an original and all of which together shall constitute one and the same instrument.
7.14 No Consequential Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, CONSEQUENTIAL OR INDIRECT DAMAGES, HOWEVER CAUSED.
7.15 Successors. Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their permitted successors and assigns.
7.16 No Joint Venture. Nothing contained herein shall be construed to deem the Parties in the relationship of partners or joint venturers, and no party hereto shall have any power to obligate any other party hereto in any manner whatsoever, except as expressly provided for herein.
7.17 Indemnity. Referral Partner agrees to indemnify, defend and hold REVIEW WAVE, including its employees, agents and affiliates, harmless from and against any and all payments, damages, demands, claims, losses, expenses, costs, obligations and liabilities (including reasonable attorney’s fees and costs), which arise out of, result from or are related to the breach by REVIEW WAVE of any representation, warranty or covenant contained in this Agreement.
7.18 Electronic Contracting Between the Parties. The Parties consent to electronic contracting with respect to the Review Wave Referral Partner Agreement and all arising contracts. The Review Wave Referral Partner acknowledges and agrees to be bound by the terms of this Agreement.