Solutionreach Referral Rewards Program Registration Agreement

Participation in the Solutionreach (“SR”) Referral Rewards Program (“Program”) is limited to registered participants. To register, you must agree to be bound by the terms of this Solutionreach Referral Rewards Program Registration Agreement ("Agreement") by clicking “I Accept” below. This Agreement sets out the legally binding terms for your participation, and is effective upon the date of acceptance (“Effective Date”).

1. Definitions.

  1. “Customer” shall mean third parties whom you believe desire to purchase SR services and which SR (a) is not already actively pursuing as a customer, or (b) does not already have a pre-existing relationship with, whether via another participant in the Program, a SR salesperson, or otherwise.
  2. “Services” shall mean the SR products and services.
  3. “Confidential Information” shall mean all non-public information of either Party, including without limitation the terms and conditions of this Agreement, technical and/or internal specifications of either Party's products or services, marketing plans, future products and other non-public business information, the trade secrets and technology embodied in the SR Services, each Party's sales data, client lists and other non-public information.
  4. “SR sites” shall mean the entire suite of Solutionreach.com websites which include but are not limited to solutionreach.com, myreachportal.com, patientreachmobile.com, and smiledash.com.

2. Obligations.

  1. You shall identify, solicit, develop, and refer Customers to SR. A Customer must identify you as its referral source when placing an order for Services.
  2. SR will manage the on-boarding process, set-up, billing, and support of the Customer. SR may reject any Customer for any reason during the on-boarding process without liability.
  3. SR may provide you, at SR’s expense, reasonable quantities of marketing materials, as determined by SR, which you agree to deliver to Customers pursuant to guidelines from SR.
  4. SR shall have sole right and responsibility for the final attribution of the referral source for any Customer.
  5. Referring of Own Company/Employer. Referrer will not receive compensation for referral of their own company, or for referral of a company at which they are employed at time of referral.

3. Referrer Marketing Activities.

  1. Brand Representation. Referrer’s advertising copy cannot misrepresent the relationship between Referrer and SR sites. Advertising copy cannot contain misspellings, incorrect grammar or false statements. Advertising copy should always represent SR sites in a professional manner. Claims such as 'authorized dealer' or 'official store' may never be used in advertising copy.
  2. Domain Names and URLs. Referrer websites must have a unique URL (including subdomain and URL path) that does not contain the domains of SR sites, trademarked brand names or any misspellings or variations of SR brands or trademarked names. Use of SR brands or trademarks or variations in URLs is prohibited.
  3. Bidding on Pay per Click Search Engines.
    1. Referrer may not bid on SR sites, trademarks, misspellings or variation of SR brand names through pay-per-click ad sites, including but not limited to Google AdWords, Yahoo Sponsored Search or MSN Ad Center.
    2. Referrer may direct link on any keyword, including trademarks, through advertisements placed within the content of engine network sites, exclusive of search results, within any search engine, and through any Tier 2 search engine.
  4. Promoting Sales Prices. SR sites may have promotions. Referrer may advertise SR promotions, but must include the promotion end date in all advertisements. Promotion information must be removed as soon as the relevant promotion ends.
  5. Pop-Ups, Pop-Unders, Re-Directs and Software. Referrer may not use site re-directs, pop-ups or pop-unders that link to SR sites.
  6. Spam and Email Messages. Under no circumstances shall Referrer send commercial email messages, as defined in the CAN-SPAM Act of 2003 (the “Act”), in connection with SR’s Referral Rewards Program. For clarification, this does not prohibit Referrer from sending transactional or relationship messages as defined in the Act. Except as expressly authorized by SR, any and all email initiated or sent by Referrer or on Referrer’s behalf must identify Referrer as the sender and may not suggest or imply, or mislead or be likely to mislead a recipient into believing that a SR site is the sender or sponsor of, or has procured Referrer to send, such email. Referrer may not use a return address, subject heading, header information or message contents that mislead or confuse or is likely to mislead or confuse a recipient of any such email message as to Referrer being the sender. All Referrer email messages that are intended to represent SR sites must be pre-approved in writing by SR.
  7. Adult Content and other Unacceptable Content. Referrer may not post adult-oriented content on any page where SR content appears. SR considers content to be "adult" if it contains nudity or obscenity, sexually explicit, pornographic, or lewd material. Referrer may not post any offensive content or incorporate images or content that is in any way harmful, threatening, obscene, harassing or racially, ethnically or otherwise objectionable, or promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age. SR, in its sole discretion, has final approval of what is considered appropriate.
  8. Content. Referrer may not use SR content (including any SR site content, reviews, copy, and images) unless it is provided by SR. Referrer may not utilize SR content on any web page that promotes any other company or its products.

4. Non-Exclusivity by SR. Nothing contained herein shall be interpreted to:

  1. Require SR to contract with any Customer referred by you; or
  2. Prohibit SR from contracting with any other participant in the Program.

5. SR Agreements. All agreements for Services (“SR Agreement(s)”) and their negotiation shall be solely between SR and the Customer. You shall not be a third party beneficiary to any SR Agreements.

6. Restrictions. You shall not make any representations or warranties regarding SR or the Services. You agree to indemnify, defend, and hold harmless SR from claims and expenses (including attorney fees) arising from any violation of this provision.

7. Compensation.

  1. Referral Fees. If a Customer purchases Services within 90 days of the date of your referral and as a result of your referral, SR shall pay you a referral fee in the amount of $500.00 for each referral. For each tenth referral that purchases Services, you will receive a referral fee in the amount of $2,000.00. You shall only be entitled to a referral fee if you are a registered participant at the time you make each referral.
  2. Payment Terms. SR shall pay your referral fee(s) within the 60-day trial period in which the Customer completes its applicable Satisfaction Guarantee period and SR receives payment from the Customer for the first month of SR Services. No referral fee shall be paid for SR Services that are billed by SR but not paid by a Customer. Referrer must provide SR with a W-9 form at the time it registers as a participant in the Referral Rewards Program, and SR shall issue Referrer a 1099 tax form annually for any and all income Referrer earns under the Referral Rewards Program.

8. Expenses. SR shall not be responsible for or reimburse you for any expenses you incur in connection with this Agreement.

9. Confidential Information. All confidential or proprietary information disclosed or developed hereunder shall be held in confidence by each party to the same extent and in at least the same manner as such party protects its own confidential or proprietary information, using nothing less than reasonable care. Neither party shall use the other party’s Confidential Information for any purpose other than to fulfill its obligations under this Agreement, and neither party will disclose the other party’s Confidential Information other than to employees who have a need to know such information in order to fulfill the party’s obligations hereunder and who have agreed in writing to abide by the confidentiality provisions of this Agreement.

10. Disclaimer. SR MAKES NO WARRANTIES WITH RESPECT TO ANY INFORMATION, INCLUDING, WITHOUT LIMITATION, PRODUCTS, SERVICES, OR MARKETING MATERIALS, EXPRESS OR IMPLIED, AND SR EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.

11. Limitation of Liability. SR SHALL HAVE NO LIABILITY TO YOU, FOR ANY REASON FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER ARISING IN CONTRACT OR TORT (INCLUDING NEGLIGENCE), INCLUDING WITHOUT LIMITATION COMPENSATION FOR LOSS OF PRESENT OR PROSPECTIVE PROFITS OR REVENUES OR LOSS OF ACTUAL OR ANTICIPATED FEES, WHETHER OR NOT SR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE PARTIES FURTHER ACKNOWLEDGE AND AGREE THAT IN NO CASE SHALL SR’S AGGREGATE LIABILITY TO YOU BE GREATER THAN THE REFERRAL FEES PAID TO YOU UNDER THIS AGREEMENT IN ANY CALENDAR YEAR.

12. Term. This Agreement shall continue for 1 year after the Effective Date (“Term”) and will automatically renew for an additional 12 months on each anniversary of the Effective Date.

13. Termination. This Agreement shall terminate:

  1. At the conclusion of the Term; or
  2. Upon written notice of termination by a party if the other party is in material breach of this Agreement (including any breach by you of SR’s referral standards or requirements as may exist from time to time), if the breaching party does not, within 15 calendar days after receiving written notice describing an alleged material breach of this Agreement, cure the material failure; or
  3. Following 30 calendar days written notice of termination by either party for any or no reason.

14. Effect of Termination.

  1. Upon termination of this Agreement you shall return all materials to SR provided under this Agreement.
  2. Referral Fee payments that would have been due to you had this Agreement not been terminated will continue to be paid to you for up to 12 months after Termination of this Agreement so as long as you (a) continue to maintain the good name of the Services and SR and not to disparage the same, and (b) do not attempt to encourage, facilitate, or otherwise act such that the Customer terminates or does not renew Services with SR.

15. Governing Law; Venue. This Agreement shall be construed in accordance with and all disputes hereunder shall be governed by the laws of the State of Utah without reference to that State’s choice of law provisions. All claims shall be brought in the appropriate court in the State of Utah, which shall have exclusive jurisdiction and venue over all controversies in connection herewith and the parties waive any objections to such jurisdiction and venue. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

16. Notice. All notices, required or permitted to be given hereunder shall be in writing and shall be deemed to have been received  when received if hand delivered, (ii) 3 days after being properly mailed, postage prepaid, by first class, certified or registered U.S. mail, or (iii) the next business day after being sent by U.S. Express Mail or by a major U.S. express document courier for overnight delivery.

17. Severability. If any provision is determined to be invalid, illegal, or unenforceable, in whole or in part, such invalid, illegal, or unenforceable provision or portion shall be changed and interpreted so as to best accomplish the objectives of such provision or portion within the limits of applicable law or applicable court decisions.

18. Waiver. The failure of SR to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision.

19. Assignability. You may not assign this Agreement or any rights hereunder without SR’s prior written consent. SR may assign this Agreement in connection with a merger, or the transfer or sale of all or substantially all of SR’s assets to which this Agreement pertains.

20. Binding on Successors. In the case of any permitted assignment or transfer of or under this Agreement, this Agreement or relevant provisions shall be binding upon, and inure to the benefit of, the successors, executors, heirs, representatives, administrators, and assigns of the parties.

21. Independent Contractors. The parties to this Agreement are independent contractors, and no agency, partnership, affiliate, joint venture, or employee-employer relationship is intended or created by this Agreement. You shall not have any authority to bind SR to any agreement whatsoever.

22. Entire Agreement. This Agreement constitutes the entire agreement between you and SR regarding your participation in the SR Referral Rewards Program.

 

© Solutionreach, Inc. All rights reserved.
LU-2017-1004

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