HC Info Referral Partner Agreement

 

This agreement describes the terms and conditions for participation in HC Info’s Referral Partner Program. “Referral Partner,” “you,” and “your” refer to you, the applicant. “We” and “our” refer to HC Information Resources Inc. (HC Info) and/or its assigns.

RELATIONSHIP OF PARTIES
We are independent parties and this agreement will not form any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us. You will have no authority to bind us into any agreement or to make or accept any offers or representations on our behalf. You will not make any statement, on you web site or elsewhere, contradicts this section.

PROMOTION OF HC INFO PRODUCTS
If you are approved to be an HC Info Referral Partner and set up your Referral Partner Account, you will receive a unique Referral Partner Discount Code (Discount Code) which you can give to your prospects and customers. The Discount Code will give your customer a discount on the purchase of certain products (Commissionable Products), particularly water management plans (WMPs), within the LAMPS Water Management Plan and Training cloud application (Platform), if the customer is not also an HC Info Partner.

You may send your Discount Code to people who might benefit from our Products, post the Discount Code on your website, or use it in other ways to promote the Commissionable Products in accordance with this Agreement and the following rules and restrictions:

You may include your Discount Code in bulk emails only in accordance with anti-spam laws and if the recipients are already your customers or subscribers of your services, web site, or newsletter and have the option to remove themselves from future mailings.

You may not advertise in any way that effectively conceals or misrepresents your identity, your domain name, or your return email address.

You may promote HC Info Products in news groups only if the news group specifically welcomes commercial messages.

You may not display your Discount Code or describe HC Info’s products on any web site that promotes sexually explicit materials, violence, discrimination, or illegal activities or violates any copyright law, trade secret law, or other laws protecting intellectual property.

You may not create or design your website or any other website that you operate, explicitly or implied in a manner which resembles our website, or design your website in a manner which leads customers to believe you are HC Info.

You may not suggest or imply any warranty of HC Info products.

At all times, you must clearly represent yourself and your web sites as independent from HC Info.

Violations of our promotion policies will be cause for immediate termination of this Agreement and your participation in the Referral Partner Program.

COMMISSIONS
When someone uses your Discount Code to purchase a Commissionable Product within the LAMPS Platform, a commission will be earned. Our current minimum commission percentage rate (Rate) is 5%.

We will notify you of your initial Rate. Setting up your Referral Partner Account shall constitute your acceptance of our Rates. We can increase your Rate at any time without your approval. We will not decrease your Rate without notifying you, at which time you can close your Referral Partner Account if the proposed new Rate is unacceptable to you.

Our Referral Partner Program is not a pyramid scheme. You earn commissions only on purchases you directly refer. If someone you refer to our site later becomes a Referral Partner, you will not earn commissions on purchases they refer.

Commissions are based on the purchase price of the Commissionable Products paid for in our automated system, less any refunds, discounts, or chargebacks. You may receive your commissions either as credits toward your own WMP purchases, or by check. If you receive your commissions by WMP credit, the credit will be automatically applied to your WMP purchases. If you receive commissions by check, we will periodically mail a commission check to you. We are not responsible for paying interest to you on accrued but undelivered commission payments.

Commissions are not paid for any sales for which payment has not been received, for any transaction that has been rejected or refunded for any reason, or for sales in which your Discount Code was not entered during the checkout process. If a transaction incurs a chargeback, or if an online transaction is not completed in every way, no commission payment is due to you. If a commission has already been paid, then it will be deducted from your future commissions.

We are not responsible for any taxes owed by you arising out of your Referral Partner relationship with us as set forth in this Agreement. We will not withhold any taxes from the Commissions paid to you.

We are not responsible for commissions on sales that you thought were associated with your Referral Partner Discount Code but were not registered in our system, even if the failure to associate you with the sale was because of a malfunction of our web site software. We encourage you to check your Referral Partner account regularly to ensure you are getting credit for sales you thought were associated with the Referral Partner Discount Code.

Prices and availability of our products and services may vary from time to time.

We reserve the right to reject any order that does not comply with our rules, operating procedures, and terms of use for the Commissionable Product.

If you promote HC Info in a manner that is unethical or inappropriate, commit fraud, or violate any terms of this Agreement, or abuse the HC Info Referral Partner Program in any way, we will close your Referral Partner Account immediately and terminate this Agreement. We shall not be liable to you for any commissions from fraudulent sales or for sales that violated this Agreement.

DISCLAIMER
We make no express or implied warranties or representations with respect to the Referral Partner Program or your potential to earn income from it.

In addition, we make no representation that the operation of our site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or down time.

We shall not be liable for any damages suffered by you, whether indirect, special, incidental, exemplary, or consequential, including, by not limited to, loss of data or service interruptions, regardless of cause or fault. We are not responsible for your lost profits or for your loss of data or information.

INTELLECTUAL PROPERTY
Nothing in this Agreement shall be construed to grant you any rights, ownership or interest in our web site, water management plans (WMPs), WMP templates, analytics, reports, training content, or other HC Info products or materials.

TERMINATION
This agreement will begin when your Referral Partner Account has been activated such that you receive your Referral Partner Discount Code.

Either you or we may end this Agreement at any time, with or without cause, by giving the other party written notice. In addition, we reserve the right to terminate this Agreement immediately upon any breach of it by you. Written notice to you can be by email to your account email address.

Written notice to use can be by email at the email address posted on our web site.

We may end this Agreement if your Referral Partner Account is inactive in any contiguous twelve month period.

MODIFICATION
We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in our Referral Partner Program following the posting of a new Agreement or revisions on our site will indicate your agreement to the changes.

NOTIFICATION OF ACCOUNT CHANGES
It is your responsibility to keep your account profile up to date with your current mailing address, email address, telephone number, and payee information.

If we offer commission payments by Paypal, and you elect to receive commission payments by Paypal and later terminate the Paypal account or the account becomes unavailable for any reason, we are not responsible for your not receiving the money.

If you elect to receive commission payments by check, and do not notify us in writing of an address change, we are not responsible for your not receiving the money.

You are responsible for always maintaining the accounts through which you receive your commissions or selecting an alternate method that is supported by our Referral Partner Program.

LIMITATION OF LIABILITY
WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL OUR CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT.

GENERAL PROVISIONS
We may freely assign or transfer any or all of the rights and obligations under this Agreement without your consent and without notice to you. You may not assign this agreement or transfer any rights conveyed in it.

If any provision of this Agreement is found invalid or unenforceable, that provision shall be severed and the remainder of this agreement shall remain in force.

No supplement, modification, or amendment of this agreement shall be binding unless executed in writing by both parties.

Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.

This agreement constitutes the entire agreement between us pertaining to its subject matter and supersedes all of our prior agreements, representations, proposals, and understandings, oral and written.

You represent and warrant that you have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations hereunder, without the approval or consent of any other party.

This Agreement will be governed by the laws of the United States and the State of Washington without regard to the conflicts of laws and principles thereof.

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