CALIFORNO AFFILIATE REFERRAL PROGRAM
CALIFORNO WOOD FIRED
PIZZA OVEN SALES: DIY KITS AND FULLY ASSEMBLED OVENS, RESIDENTIAL AND COMMERCIAL. | November 2018 Update
Californo, Corp. Hallandale Beach, Florida USA
Chapter 10. Joint Marketing Agreements
§ 10:14. Form: Referral agreement
This Referral Agreement, including all attachments hereto (collectively, the “Referral Agreement”), is entered into between CALIFORNO a Florida CORP. Located at 209 NW 4th Ave. Hallandale Beach, Florida 33009 USA (“Sponsor”), and any promoter entered our program using refersion [name of promoter, type of entity, with an address as entered by promoter of Referral Partner] (“Referral Partner”), and shall take effect as of day promoter chooses to enter this agreement by entering his info by using the refersion site.
Referral Partner desires from time to time to refer to Sponsor, for Sponsor’s consideration and approval, certain leads and final sales for goods sold on CALIFORNO website (“Transactions”) that meet Sponsor’s eligibility criteria, including the Transaction Guidelines (as hereinafter defined). This Referral Agreement is intended to set forth the terms and conditions of the nonexclusive relationship between Sponsor and Referral Partner and the terms and conditions that will govern any submission of potential Transactions by Referral Partner to Sponsor.
Therefore, Sponsor and Referral Partner, intending to be legally bound, agree as follows:
1. General Provisions.
Referral Partner agrees from time to time to use reasonable efforts to refer potential customers to Sponsor and provide the additional services to Sponsor as outlined in this Referral Agreement, subject to and upon the terms and conditions contained in this Referral Agreement.
2. Transaction Guidelines.
This Referral Agreement incorporates by reference all other written materials, including (without limitation) product descriptions, eligibility requirements, contract guidelines, closing instructions, and other policies and procedures provided by Sponsor to Referral Partner, as amended from time to time (collectively, “Transaction Guidelines”). The Transaction Guidelines may, among other things, provide a list or define target group of potential customers to which the Referral Partner must limit its referral activities, and describe or limit the types of marketing in which the Referral Partner may engage.
In making referrals, Referral Partner will submit to Sponsor relevant information in the format requested by Sponsor regarding potential customers desiring to enter into a Transaction with Sponsor. Referral Partner shall use reasonable efforts to furnish Sponsor with sufficient accurate information about said potential customers together with such other information as Sponsor may reasonably request to consider and process the contract leads.
4. Plans and Reports.
Within thirty (30) days after execution of this Agreement, Referral Partner agrees to submit to Sponsor a marketing plan for Referral Partner’s referral activities. Referral Partner agrees to update the marketing plan at least quarterly. Referral Partner agrees to provide Sponsor simultaneously every quarter with an activity report showing the efforts that Referral Partner is making to generate referrals.
Sponsor has no obligation to enter into a Transaction with any potential customer referred to Sponsor by Referral Partner, unless Sponsor so approves in its sole discretion. Sponsor shall have no liability to Referral Partner for Sponsor’s decision to accept, decline or modify the terms of any Transaction. Sponsor reserves the right to deal directly with all applicants and customers.
All Transactions shall be closed in Sponsor’s name under Sponsor’s approved form of contract.
(a) During the term of this Agreement and for a period of six (6) months afterwards, Referral Partner and any Associated Persons shall not engage in referral, marketing, sales or support of any product or business similar to the Transaction, without Sponsor’s consent.
(b) During the term of this Agreement, Referral Partner and any Associated Persons shall not engage in direct marketing or solicitation of referral candidates simultaneously for Transactions and for any of the following products or business: [list prohibited business].
8. Referral Partner Compensation; Disclosure.
(a) Sponsor shall compensate Referral Partner as set forth in each offer published online by Refersion website
(b) statement of all referrals and fees are per info collected on Refersion website on promoter account.
(c) If required by applicable law, Sponsor shall properly and fully disclose to the customer all compensation that will be charged or earned by Referral Partner in connection with the Transaction.
(d) In the event that Sponsor receives a referral of any potential customer, has made a marketing presentation to a potential customer, or has commenced contract discussions with any potential customer prior to receipt of a referral of such potential customer from Referral Partner, no compensation shall be owing to Referral Partner under this Agreement for such referral. In the event that Sponsor encounters multiple competing claims to referral fees as a result of referrals of the same customer from multiple sources, Sponsor reserves the right to split or apportion fees as Sponsor deems equitable.
(e) In no event shall Sponsor be liable for compensation under this Agreement for any referral unless Sponsor acknowledges receipt of such referral. (all per data entered and saved on Refersion website)
9. Limitations on Authority.
While engaging in any activities pursuant to the Referral Agreement, Referral Partner is acting solely as an independent contractor. Referral Partner shall not represent or imply in any manner that any of its officers or employees are officers or employees of Sponsor. Referral Partner shall have no authority to execute any documents of any type on behalf of Sponsor nor shall Referral Partner have the authority to make any commitments on behalf of Sponsor. Referral Partner is not an affiliate of Sponsor. In all dealings with potential customers, Referral Partner shall disclose in an appropriate manner that Referral Partner is an independent entity with a contractual affiliation with Sponsor.
10. Associated Persons.
(a) All references in this Referral Agreement to “Referral Partner” shall include Referral Partner, and any of its agents, representatives, branches or divisions that submit referrals using Referral Partner’s name (each, an “Associated Person”). Referral Partner agrees to maintain a list of all Associated Persons who are authorized to submit referrals on Referral Partner’s behalf pursuant to this Agreement. Referral Partner agrees to familiarize all Associated Persons with the terms of this Agreement affecting them and their referral activities. For purposes of this Agreement, any actions or omissions by Associated Persons shall be considered that of Referral Partner. Sponsor shall have the right to request, for good cause, removal of any Associated Persons from Referral Partner’s list of Associated Persons. For this purpose, “good cause” means any good faith decision by Sponsor that removal or suspension of use is warranted for legal or regulatory reasons, including because of investigation of suspicious activities, or action by authorities, or if Sponsor has reason to suspect any of such Authorized Personnel are engaged in activities that may violate the terms of this Agreement, applicable laws, or industry policies and practices, or are otherwise deemed detrimental to Sponsor or any potential customers. Referral Partner acknowledges and agrees that it is responsible for monitoring all its Associated Persons to ensure that they abide by and comply with all applicable provisions of federal and state laws, rules and regulations, and the terms of this Agreement.
(d) Sponsor shall have the right to distribute marketing materials to each Associated Person from time to time.
11. Representations and Warranties of Referral Partner.
Referral Partner makes and will be deemed to have made to Sponsor, as of the date hereof and throughout the Term of this Agreement, all of the following representations and warranties:
(a) This Referral Agreement constitutes a legal obligation of Referral Partner, enforceable against Referral Partner in accordance with its terms.
(c) There is no suit, action, arbitration, or regulatory investigation pending, or to Referral Partner’s knowledge, threatened, against Referral Partner which alleges that Referral Partner has defrauded or mislead any customer, or used unfair or deceptive practices in the conduct of its financing business.
(d) All statements, information and documentation submitted by Referral Partner to Sponsor in connection with this Referral Agreement are and shall be true, correct and complete in all material respects.
(e) Referral Partner has received proper authorization from the customer to submit the contract application to Sponsor and to obtain any information including but not limited to the customer’s credit information. Sponsor will have the right to use the information provided by Referral Partner to contact the potential customer directly and review, prepare or offer Transactions.
(f) Referral Partner has not and will not engaged in any deceptive practices in connection with the solicitation and referral of any Transaction. Referral Partner has not mislead the customer about the costs of benefits of the Transaction, or any features of the Transaction.
12. Representations and Warranties of Sponsor.
Sponsor makes and will be deemed to have made to Referral Partner, as of the date hereof and throughout the Term of this Agreement, all of the following representations and warranties:
(a) This Referral Agreement constitutes a legal obligation of Sponsor, enforceable against Sponsor in accordance with its terms.
(b) All statements, information and documentation submitted by Sponsor to Referral Partner in connection with this Referral Agreement are and will be true, correct and complete in all material respects.
13. Rights to Obtain Certain Information.
Upon request by Sponsor, Referral Partner shall provide any information reasonably related to substantiating Referral Partner’s continuing eligibility to participate in Sponsor’s referral programs as in effect from time to time.
14. Use of Sponsor Web site.
Identification codes and/or passwords are required for access to Sponsor’s electronic network for security purposes. Referral Partner agrees to keep confidential any identification code and/or password required to access Sponsor’s electronic network. Referral Partner agrees to restrict access to such identification codes and passwords to Associated Personnel. Referral Partner agrees to notify Sponsor immediately if Referral Partner has reason to believe that unauthorized persons have obtained access to such identification codes or passwords. Use of Sponsor’s electronic network is subject to the usage and security policies provided by Sponsor from time to time.
15. Confidential Information; Privacy.
(a) All business information pertaining to the subject of this engagement provided directly or indirectly by Sponsor to Referral Partner in connection with this engagement, including all information regarding potential customers, referrals or Transactions arising out of Referral Partner’s activities hereunder, shall be considered the confidential information of Sponsor. Referral Partner, its employees and all Associated Personnel shall protect such information as confidential and not use it or disclose it except as may be reasonable to carry out Referral Partner’s responsibilities under this Agreement or as otherwise approved by Sponsor. Confidential information shall not include information that has been or is made publicly available, except if publicly disclosed in violation of this Agreement or information that the receiving Party is already in possession of or develops independently. These confidentiality obligations shall survive the termination of this Agreement.
(b) To the extent that customer information received by Referral Partner is subject to privacy or data protection policies established by Sponsor or imposed by applicable laws, Referral Partner further agrees to comply with such policies.
16. Non-Exclusive Agreement.
Nothing in this Referral Agreement shall be construed to create an exclusive relationship in any market or geographic area between Sponsor and Referral Partner or any Associated Personnel.
17. Updates to Referral Agreement.
Sponsor may amend this Referral Agreement at any time. Any such amendment shall take effect immediately or at such later date as Sponsor may specify, provided that any amendment that materially changes compensation terms shall not take effect until [specify period of time] after the announcement of the amendment. The amendment may be announced by mail, e-mail broadcast, or posting on Sponsor’s Web site.
(a) This Referral Agreement may be terminated by either party at any time upon delivery of 30 days’ notice of termination to other party.
(b) Upon termination of this Referral Agreement by either party for any reason, Sponsor shall have the option, in its sole discretion, with respect to any Transaction that was submitted prior to termination, (a) to close such Transaction and Referral Partner shall comply with all of its obligations under this Referral Agreement with respect to such Transactions, or (b) to reject such Transactions and return application packages to Referral Partner without any further obligation of Sponsor.
(c) Referral Partner shall turn over to Sponsor upon termination of this Agreement all Referral Partner’s files and work papers pertaining to its business with Sponsor or containing Confidential Information of Supplier.
(d) Within seven (7) days following termination of this Agreement, Referral Partner shall submit to Sponsor an activity report showing the efforts that Referral Partner has made through the date of termination to generate referrals and giving the details of all pending referrals.
(e) Sponsor’s responsibility for compensation on Transactions referred by Referral Partner is contingent on Referral Partner’s compliance with these and any other reasonable termination procedures.
(f) In no event will compensation be due Referral Partner on any Transactions or otherwise more than [specify period of time] after the date of termination.
19. Further Assurances.
Each party agrees to execute and deliver such instruments and take such actions as the party may, from time to time, reasonably request, in order to effectuate the purposes and to carry out the terms of this Referral Agreement, including, without limitation, obtaining any action or documentation necessary to properly complete Sponsor’s approval of any Transaction, or cure any breach or potential breach of Referral Partner’s warranties as to a closed Transaction.
20. Attorney’s Fees.
In any action or proceeding arising out of any of the provisions of this Referral Agreement, the successful prevailing party or parties shall be entitled to reasonable attorney’s fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or they be entitled.
This Referral Agreement may not be assigned by Referral Partner without the prior written consent of Sponsor. Sponsor, in its sole discretion, may assign this Referral Agreement from time to time without notice to Referral Partner to any successor or purchaser to all or any relevant portion of Sponsor’s related business.
22. Notices; Electronic Communications.
All notices or other communications required or permitted hereunder shall be in writing, delivered in person, by mail or courier, by email or by fax. General program announcements and notices, including the terms of the Transaction Guidelines or any changes thereto, may also be communicated via Sponsor’s Web site, at meetings, or by teleconference.
23. Governing Law; Jurisdiction.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF FLORIDA.
24. Cooperation with Authorities.
Referral Partner hereby consents to the disclosure of information regarding Referral Partner, files submitted to Sponsor by Referral Partner for approval, or any other information regarding the business of Referral Partner, to state and federal agencies in response to administrative or court subpoenas or upon written request of such agencies.
25. Consent to Investigation.
Referral Partner herby consents and gives Sponsor permission to submit Referral Partner’s name and the names of Referral Partner’s principals for screening through various information providers.
26. Restrictions on Publicity.
Referral Partner may use and display the name and logo of Sponsor only in accordance with usage guidelines provided by Sponsor from time to time. Except as permitted by such guidelines, Referral Partner shall not use the corporate names, logos, brand names, trademarks, trade names or service marks of Sponsor, or otherwise identify Sponsor, in Referral Partner’s advertising, marketing, or promotional material, publicity releases, communications with the press, customer listings, testimonials, Web sites, any other material distribute by or on behalf of Referral Partner or in any proposals to prospective customer s, brokers, clients or appraisers.
Referral Partner shall indemnify and hold harmless each of the Indemnified Persons from and against any and all losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the Indemnified Person may be involved, or threatened to be involved, as a party or otherwise, by reason of (a) Referral Partner’s breach of any of its representations or warranties under this Agreement, (b) any claim for compensation, commission or other amounts by any employee, agent, contractor or broker of Referral Partner or (c) any breach by Referral Partner of its obligations under this Agreement. An Indemnified Person shall not be entitled to indemnification under this Section with respect to any claim, issue or matter in which it has engaged in fraud, willful misconduct, bad faith or gross negligence. As used herein, “Indemnified Person” means Sponsor and each of its subsidiaries, and each of their respective officers, directors, owners, employees, representatives and agents.
28. Independent Contractor.
It is agreed and understood that Referral Partner is an independent contractor and not an agent, partner, joint venturer, franchisee or employee of Sponsor. Neither party shall be liable for any debts, accounts, obligations, or other liabilities of the other party’ or its employees or agents. It is expressly recognized that no fiduciary relationship exists between the parties. Sponsor acknowledges that Referral Partner may hire employees and, subject to Section 10 hereof, other Associated Persons of Referral Partner’s own choosing to assist in the performance of the referral activities, but Referral Partner shall have and maintain the right to control their actions. Sponsor shall have no obligation to provide Referral Partner, its employees, or any other Associated Persons with employee benefits, including medical benefits, life insurance, profit-sharing, vacation or other programs provided to employees of Sponsor. Referral Partner and, as applicable, any Associated Persons shall be solely responsible for reporting as income and paying federal and state income taxes on income derived from this engagement.
This Referral Agreement shall be binding upon Referral Partner, its successors and permitted assigns, and shall inure to the benefit of Sponsor, its successors and assigns. This Referral Agreement may be executed in counterparts. Each counterpart shall be deemed to be an original, and all such counterparts shall constitute one Referral Agreement.
30. Additional Terms.
The additional terms set forth on Schedules 1 and 2 hereof are incorporated in this Refersion website.
IN WITNESS WHEREOF, the parties agree that this Referral Agreement will only become effective on the date which Sponsor executes the Referral Agreement as set forth below.
[signature of sponsor]
[signature of referral partner]
By: [representative of sponsor]
By: [representative of referral partner]
Name: [name of representative of sponsor]
Name: [name of representative of referral partner]
Title: [title of representative of sponsor]
Title: [title of representative of referral partner]
Address for Notice to Sponsor:
Address for Notice to Referral Partner:
[street address of sponsor]
[city name, state name, zip code of sponsor]
[street address of referral partner]
[city name, state name, zip code of referral partner]
Phone: [phone number of sponsor]
Facsimile: [facsimile number of sponsor]
Phone: [phone number of referral partner]
Facsimile: [facsimile number of referral partner]
End of Document
© 2018 CALIFORNO, CORP USA