The terms of the therapyBOSS Referral Program (“Agreement”) are entered into by Pragma-IT, LLC (the “Company”) and the person agreeing to these terms (“Referring Customer”) holding an active therapyBOSS account.
BY REFERRING LEADS IN THERAPYBOSS YOU ACKNOWLEDGE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU MAY NOT REFER LEADS AND MAY NOT PARTICIPATE IN THE THERAPYBOSS REFERRAL PROGRAM.
Subject to the terms and conditions of this Agreement, the Company hereby grants to Referring Customer during the term a limited, non-transferable, revocable and non-exclusive right to refer therapyBOSS service to prospective customers.
2. Scope of the Referral Process
2.1 Qualified Referrals
Referring Customer is eligible to receive a referral commission only if Referring Customer submits a referral to the Company which meets the requirements set forth under this Agreement (“Qualified Referral”). The Company shall, at its sole discretion, decide whether a referral constitutes a Qualified Referral.
Referring Customer shall submit all referrals through the designated mechanism in therapyBOSS. Referrals submitted by Referring Customer through any other means, including without limitation, via a phone call or an e-mail including self-referrals shall not be considered Qualified Referrals.
2.2 Negotiation Rights
Referring Customer agrees not to negotiate terms or make commitments on behalf of the Company. The Company shall collect the applicable subscription charges for therapyBOSS service directly from referred customers.
2.3 Eligible Service
Referring Customer shall be entitled to a commission only if a Qualified Referral turns into a paying provider in therapyBOSS.
2.4 Ineligible Referrals
When someone subscribes to therapyBOSS service pursuant to Referring Customer’s efforts in accordance with this Agreement, the Company shall, at its sole discretion determine if such subscriber is a Qualified Referral. Referrals ineligible for a referral commission include but are not limited to:
(a) Existing customers. Referrals who are the Company’s existing customers prior to the referral are not eligible to receive referral commission.
(b) Failure to Follow Process. Referrals where Referring Customer has failed to follow the process set out in this Agreement are not eligible for referral commission.
(c) Self-Referrals. Referrals referred by Referring Customer are not eligible for referral commission where (i) the referred lead is Referring Customer himself or herself or an entity that Referring Customer owns or is an employee in; or (ii) where the referred lead is an affiliate of Referring Customer. If Referring Customer makes a self-referral, the Company may, at its discretion, terminate this Agreement and cease paying commissions for such self-referral.
(d) Referral Mechanism. Referrals submitted by Referring Customer without using the designated mechanism in therapyBOSS are not eligible to receive any commissions under this Agreement.
Referring Customer shall be entitled to receive a commission as described on the referral program page of the Company’s website.
2.6 Payment Process
The Company will calculate referral commission from each Qualified Referral on a monthly basis, for Qualified Referral’s invoices where 30 days have elapsed since the payment’s receipt and no commission has been calculated yet. Such commissions will accumulate until withdrawn by Referring Customer through the designated mechanism in therapyBOSS.
2.7 Referral Commission Refunds
If the Company makes a referral commission payment to Referring Customer in error, the Company shall be entitled to a refund of the corresponding referral commission payments made to such Referring Customer. The Company may, in its sole discretion, choose to either offset such refundable amounts against commissions the Company owes to Referring Customer hereunder, or invoice Referring Customer for the refundable amounts; invoiced amounts are due and payable within thirty (30) days of the invoice date.
3. Referring Customer Responsibilities
Referring Customer represents and warrants that it shall (i) not send unsolicited communications, junk email, spam or other forms of duplicative or unsolicited messages to leads, (ii) not use banners or links on newsgroups, chatrooms, message boards, banner networks, hit farms, guest books etc., (iii) not run any pay-per-click campaigns bidding on therapyBOSS brand related keywords, (iv) reference only materials created by the Company, (v) not engage in excessive telemarketing activities for promoting therapyBOSS, and (vi) not promote therapyBOSS on any websites except as may be allowed by the Terms of Service, and (vii) adhere to all applicable laws in the performance of its obligations under this Agreement.
4. Term and Termination
This Agreement will continue until either party terminates this Agreement. The Company may terminate this Agreement at any time without cause and without liability upon intimation to Referring Customer. Referring Customer may terminate this Agreement upon thirty (30) days written notice to the Company. The Company may also immediately terminate this Agreement for any breach of this Agreement by Referring Customer.
The Company may provide links or access to third party software or services. The use of any such third-party software and services are governed by the terms of the third-party provider and are binding on Referring Customer. The Company does not provide any warranties and has no liability or obligations to Referring Customer, with respect to usage of such third-party software.
Referring Customer will indemnify and hold the Company harmless against any claim brought by a third party against the Company and its respective employees, officers, directors, and agents arising from Referring Customer’s breach of any term in this Agreement.
7. Limitation of Liability
To the extent permitted by applicable law, neither party shall be liable for any consequential, incidental, indirect, punitive or exemplary damages, including without limitation, business interruption damages, loss of anticipated profits or other economic loss, under any theory or cause of action whether in tort, contract or otherwise, regardless of whether or not it has been advised of the possibility of such damages.
The Company’s aggregate liability under this Agreement, regardless of the form or action, will not exceed the commission paid to Referring Customer by the Company within the six (6) month period before the event giving rise to the claim. Any claim by Referring Customer against the Company must be brought within twelve (12) months of the event which gave rise to the claim, and if it is not brought within such time period, then such claim is expressly waived by Referring Customer.
Under this Agreement, notices to Referring Customer must be sent to Referring Customer’s email address on record and notices to the Company must be sent to email@example.com. Notice will be treated as received when the email is sent. Customer is responsible for keeping its email address current.
The parties may use emails to satisfy written approval and consent requirements under this Agreement.
8.3 No Assignment
Neither party shall assign any part of this Agreement or its respective rights or obligations under this Agreement without the prior written consent of the other party (which consent shall not be unreasonably withheld). Subject to the foregoing restrictions, this Agreement will be fully binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and assigns.
8.4 Force Majeure
Neither party shall be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, terrorism, riots, or war.
8.5 Relationship Between Parties
Nothing contained in this Agreement shall be construed to constitute either party hereto as the joint venturer, partner, employee, agent or other representative of the other party hereto. Neither party shall make any representation which causes, or may cause, a third party to believe otherwise.
8.6 No Waiver
Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement.
If any provision of this Agreement is determined to be invalid, illegal, or unenforceable, then the remaining provisions hereof shall remain unaffected and in full force and effect.
8.8 No Third Party Beneficiaries
This Agreement does not confer any benefits on any third party unless it expressly states that it does.
8.9 Equitable Relief
Nothing in this Agreement will limit either party’s ability to seek equitable relief.
8.10 Governing Law
This Agreement shall for all purposes be governed by and interpreted in accordance with the laws of the State of Illinois, notwithstanding any conflicts of law principles.
From time to time, the Company may modify this Agreement. Unless otherwise specified by the Company, changes become effective for Referring Customer after the updated version of this Agreement goes into effect.
All provisions of this Agreement which, by their nature, should survive termination, shall survive termination.
8.13 Entire Agreement
This Agreement sets out all terms agreed between the parties and supersedes all other agreements between the parties relating to its subject matter.
Headings used throughout this Agreement are for reference purposes only and will not have any effect on the interpretation of this Agreement.