You agree that this agreement complies with the terms of any applicable electronic documents legislation, including the requirement that this agreement is in writing,
and is capable of being retrieved, reviewed, printed and stored for further use.
IT IS IMPORTANT THAT YOU READ ALL THE TERMS AND CONDITIONS CAREFULLY.
A "Referral" occurs if all of the following conditions are met:
- Bloomforth enters into a definitive agreement ("Customer Agreement") to provide the
Bloomforth Offerings to a referred customer not otherwise excluded
under subsection b. below ("Referred Customer");
the Referred Customer emails the Referral Partner ID to Bloomforth’s Channel Development Manager for approval at the provided Bloomforth corporate email address, either prior to or concurrently with execution of the Customer Agreement;
- Referral Partner registered the opportunity using Bloomforth’s customary process prior to completion of the Customer Agreement;
- as of the date of the Customer Agreement, Partner was designated in Bloomforth’s internal systems as last referring partner (via the Referral Partner ID);
- the Referred Customer agrees to pay Bloomforth a monthly recurring fee for at least one of: Bloomforth Basic, Bloomforth Standard, Bloomforth Simple, Bloomforth Advance, and/or Bloomforth Enterprise levels for the Bloomforth Offerings covered by the Customer Agreement; and
the Referred Customer is approved for a merchant account; and
- the Referred Customer does not cancel the monthly Subscription for a minimum of 60 days from the date of initial purchase.
Exclusions. A Referred Customer shall not include any party: (a) whose contact information is already within Bloomforth’s customer database(s) and has been in an active sales process with Bloomforth within last 60 days, (b) with whom Bloomforth does not enter into a Customer Agreement within (120) days of
Bloomforth’s receipt of a Referral Partner ID associated with the customer, for any reason, (c) for
which Referral Partner is receiving compensation from Bloomforth through any other Bloomforth referral or partner program.
Bloomforth, in its sole and absolute discretion, determines whether and when a Referral has occurred.
Referral Fees; Payment.
Bloomforth will pay Referral Partner a one-time fee of $150 for each executed Customer Agreement for a
Referral associated with the Referral Partner ID (a "Referral Fee"); or
Bloomforth will buy and ship one Samsung Galaxy Tab 4 7.0" Tablet 8GB for the Referral Partner
for each executed Customer Agreement for a
Referral associated with the Referral Partner ID (a "Referral Fee"). If the iPad is not available,
Bloomforth reserve the rights send another device
the with the same cash value, but no more than $150. The device is sent as-in and no refund and exchange shall be
Bloomforth will pay Referral Partner an additional monthly Referral Fee of $15.00 per month
for each month of the initial subscription term of the Customer Agreement, for a maximum of 23
months from initial subscription purchase.
Payments to Referral Partner for accepted Referrals will be tallied and processed at
the end of each month and paid no later than thirty (30) days after the end of the
applicable month in which the Bloomforth Offerings to which the Referral relates has gone live.
Referral Fees are not payable if the Referred Customer cancels or terminates the Customer Agreement or
the subscription for the Bloomforth Offering at any time, for any reason, or fails to make payment.
All Referral Fees shall be payable in United States Dollars.
Referral Partner will receive payment of the Referral Fees either by ACH,
or wire transfer for international payments, as determined by Bloomforth.
Referral Partner shall supply Bloomforth with current and complete information to
enable Bloomforth to set up and authorize payment to Referral Partner through Bloomforth’s systems of record,
and to otherwise comply with applicable tax or legal reporting requirements arising in connection with this Agreement.
Limitations. Referral Partner acknowledges and agrees that Referral Partner’s level of Referral Fee earnings under this Agreement are a direct result of Referral Partner’s own efforts and that Bloomforth does not guarantee Referral Partner will earn any Referral Fees. Referral Partner agrees and acknowledges that, other than the Referral Fees, no payment of any kind is due from Bloomforth to Referral Partner as a result of Referral Partner making Referrals under this Agreement. Referral Partner shall not charge any Referred Customer any fees, costs or charges of any kind on behalf of Bloomforth nor accept any payment of any kind on behalf of Bloomforth. Nothing in this Agreement is intended to prohibit Referral Partner from providing services on Referral Partner’s own behalf to any Referred Customer.
Independent Contractor Relationship. Nothing in this Agreement shall operate to create an employment relationship of any kind between Referral Partner and Bloomforth. If any court or agency construes this Agreement to have created an employment relationship between Referral Partner and Bloomforth, then this Agreement shall have no force and effect, and shall be null and void, beginning on the date on which such employment relationship is deemed to have taken effect. Referral Partner represents and warrants that it is not currently an employee of Bloomforth and that if Referral Partner becomes an employee of Bloomforth after the Effective Date, this Agreement shall immediately terminate without the need for any notice upon the date such employment begins. Further, Referral Partner shall under no circumstances offer any form of direct compensation to a Bloomforth employee related to the activities contemplated by this Agreement, including by issuing payment of any portion of a Referral Fee to such Bloomforth employee.
Referral Partner Covenants. Referral Partner represents and warrants that (i) it is not an agent of Bloomforth, has no authority to make any representations, warranties or other commitments to any third party on behalf of Bloomforth, nor any right or authority to bind Bloomforth to any action or agreement; (ii) it shall not make any misrepresentations, including by omission, regarding Bloomforth, the Bloomforth Offerings, or any other products or services Bloomforth provides, in any manner whatsoever; and (iii) it is not a member of the immediate family of any Bloomforth employee within Bloomforth’s sales department, where "immediate family" includes parents, spouses, children, siblings, grandparents and grandchildren.
Term and Termination. The Effective Date of this Agreement is the date on which Bloomforth sends the Referral Partner ID to Referral Partner, and this Agreement shall thereafter continue in effect until terminated ("Term"). This Agreement may be terminated by either party upon (5) day’s written notice to the other party for any reason or no reason. In addition, this Agreement will terminate immediately and automatically (i) upon any default by Referral Partner under this Agreement; or (ii) as set forth in Section 5 above. Bloomforth’s obligation to pay Referral Fees shall immediately cease on termination of this Agreement. The following provisions shall survive the termination of this Agreement: 5, 7 and 8.
- 8.1 Assignment. This Agreement is personal to Referral Partner and any assignment made by Referral Partner of any rights or obligations hereunder shall be null and void. Bloomforth shall have the unrestricted right to assign this Agreement, or any rights and obligations hereunder, without consent or notice to Referral Partner.
- 8.2 Indemnification. Referral Partner will defend any action brought against Bloomforth by a third party to the extent that it is based upon a claim resulting from (i) material and unauthorized misrepresentations about the Bloomforth Offering made by Referral Partner in performing its referral activities under this Agreement, (ii) Referral Partner’s unauthorized use or disclosure to Bloomforth of confidential or personally-identifiable information contained in a Referral, or (iii) Referral Partner’s independent violation of laws applicable to Referral Partner’s performance of activities hereunder, where such violation is not caused by Bloomforth. Referral Partner will indemnify Bloomforth against any final award of damages or settlement amount resulting from any such action. The foregoing obligations to defend and indemnify Bloomforth are subject to and conditioned upon (i) Bloomforth promptly notifying Referral Partner in writing of any claim as soon as Bloomforth becomes aware of any such claim, (ii) Bloomforth granting Referral Partner the sole control of the defense of any such claim and all related settlement negotiations, and (iii) Bloomforth cooperating with Referral Partner in such defense and settlement. This Section 8.2 states the entire liability of Referral Partner and Bloomforth’s sole and exclusive remedy in connection with the above indemnifiable third party claims, but are without prejudice to any direct causes of action otherwise arising under this Agreement.
- 8.3 LIMITATION OF LIABILITY. IN NO EVENT SHALL Bloomforth BE LIABLE TO REFERRAL PARTNER (NOR TO ANY PERSON OR ENTITY CLAIMING RIGHTS DERIVED FROM REFERRAL PARTNER’S RIGHTS) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING COST OF COVER, LOST REVENUES OR PROFITS OR LOSS OF BUSINESS OR DATA, REGARDLESS OF WHETHER Bloomforth WAS ADVISED, SHAD OTHER REASON TO KNOW, OR KNEW OF THE POSSIBILITY OF SUCH DAMAGES. Bloomforth’S LIABILITY TO REFERRAL PARTNER FOR DAMAGES FOR ANY CAUSE WHATSOEVER, REGARDLESS OF WHETHER THE CAUSE OF ACTION ARISES IN CONTRACT, TORT, OR OTHERWISE, SHALL BE LIMITED TO THE AMOUNT WHICH Bloomforth HAS PAID TO REFERRAL PARTNER IN THE ONE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE CLAIM OCCURRED. THIS LIMITATION OF LIABILITY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.
- 8.4 Governing Law; Venue; Notice of Disputes. This Agreement is governed by the laws of the State of Virginia, excluding conflict of laws principles. The exclusive venue for any dispute between Bloomforth and Referral Partner shall be Fairfax County, Virginia, and Referral Partner hereby waives any jurisdictional, venue or inconvenient forum objections thereto. Bloomforth AND REFERRAL PARTNER EXPRESSLY WAIVE ANY RIGHT TO A JURY TRIAL. Prior to initiating any legal action, the initiating party shall give the other party 60 days written notice of its intent to file an action. Bloomforth will provide notice by e-mail to Referral Partner’s e-mail address on file with Bloomforth, and Referral Partner will provide notice by e-mail to referral.partner@Bloomforth.com. During the notice period, the parties will meet, confer, and endeavor by good faith negotiation to amicably settle any disputes. If the parties are unable to amicably settle prior to expiration of the notice period, any controversy, claim, or dispute shall thereafter finally be settled in a court of competent jurisdiction.
- 8.5 Modifications. This Agreement may be amended only: (i) by Bloomforth generally posting revised terms and conditions on the URL containing these terms, or e-mailing Referral Partner notification that a change has occurred or will occur, and the effective date thereof; or (ii) in a writing signed by both parties.
- 8.6 Entire Agreement. This Agreement constitutes the complete and entire expression of the agreement between the parties, and supersedes any and all other representations, warranties and agreements, whether written or oral, with respect to the subject matter hereof. Referral Partner expressly agrees that any varying or additional terms contained in any purchase order or any other written notification or document issued by Referral Partner shall be of no effect and may be accepted by Bloomforth for administrative convenience only.
- 8.7 Severability; Headings. These terms shall be severable and construed to the extent of their enforceability in light of the parties’ mutual intent. Section headings are provided for reference purposes only and in no way define, limit, construe or describe the scope or extent of any section.
- 8.8 No Third Party Beneficiaries. Referral Partner and Bloomforth agreed and intend that there are no third party beneficiaries to this Agreement.
- 8.9 Authority of Signatory. If this Agreement is signed by an agent or representative of a Party, such agent or representative individually warrants and represents that he or she is authorized to execute this Agreement on behalf of, and bind, such Party.