Terms and Conditions
We have set out below the terms and conditions for you to participate in the Industry Intelligence Referral Program. We wish to continue building our company by providing our services to a growing client base. We hope that you will want to assist us in the growth of Industry Intelligence, Inc. (“Industry Intelligence”) by participating in our Referral Program (the “Program”) and by helping us to develop new client relationships. This is a binding contract (the “Agreement”). By clicking the button indicating that you have read and agree with these Terms and Conditions, you and we will agree to participate in the Program as set forth in these Terms and Conditions.
Who is Eligible to Participate? We have designed the Program to allow current clients and other individuals and companies to participate. Employees of Industry Intelligence or any of its affiliated companies are not currently eligible to participate in this Program. If you wish to participate, please read and click the button indicating that you have read and agree to this Agreement.
New Clients. Only prospective new clients, as defined below (“New Clients”) who satisfy the criteria for a valid referral can result in a Reward payment to you.
- You will not be entitled to a Reward payment where we are already providing services of any kind to the New Client unless, for larger clients with multiple affiliated companies and operating divisions, your introduction is to an affiliate with whom we at that time had no prior relationship or is for an operating division of a current client which would use a different service offering than we currently provide and with whom we at that time had no prior relationship.
- A prior relationship that would exclude the prospective New Client under this program would be one in which we already are providing services to that New Client, except as described above, or our marketing staff or executive staff has discussed potential provision of services with the prospective New Client in the prior one year period and those discussions have not terminated.
- You will not be entitled to a Reward payment for a referral if somebody else has already made the referral as evidenced by the time of receipt of the corresponding Referral Form as defined below.
- You are welcome to make referrals of more than one prospective New Client.
What Counts as a Valid Referral of a New Client? The following sets forth the requirements for your introduction of a prospective New Client to be treated as a valid referral (a “Referral”) for which you are entitled to be paid as described in this Agreement.
- It is not enough just to have provided a contact, but you must have had a prior business or personal relationship with the prospective New Client and the prospective New Client must retain Industry Intelligence for one of our annual service offerings and pay us in full for those services.
- We must have executed a client contract and received payment from the New Client within 90 days of your completion of the Referral Form described below, although for customized services we will extend that period reasonably to accommodate the time typically needed in our experience to implement the kind of customized solution the New Client requested. At the end of such period, your Referral Form will be deemed to have expired and you will not have any rights to a Reward payment unless you provide a new introduction to that prospective New Client in compliance with this Agreement and subject to the requirements of this Agreement.
- You must complete the Industry Intelligence Referral Form (the “Referral Form”) for each referral you wish to make. Please click here or contact us by email at email@example.com or call us at +1-310-553-0008 to receive your Referral Form. If we contact the prospective New Client prior to our receipt of your Referral Form, then the referral is not valid and you will not be eligible for a Reward payment. So please submit the Referral Form simultaneously with or prior to introducing Industry Intelligence to the prospective New Client. The Referral Form sets forth information indicating your relationship with the prospective New Client and requests further information, which we need in order to make sure that you can participate in the Program. The Referral Form must be complete and accurate in all respects. Once completed, please send to Industry Intelligence in accordance with the instructions. The reference date for your Referral Form will be the date we receive it in complete and accurate form.
- Once you have submitted your Referral Form, Industry Intelligence will contact the prospective New Client. After you have submitted the Referral Form, we request that you not participate further in discussions with the prospective New Client regarding the services that they may retain us to perform. We reserve the right, without obligation to you, to determine whether we wish to follow up with any prospective New Client you may introduce and what services, if any, we might wish to offer.
Payments of Rewards for Referrals
- Payment to You. If the New Client retains Industry Intelligence for one of Industry Intelligence’s one year package of services, you will be paid ten percent (10%) of the amount of fees actually received, after any discounts or other price adjustments, by Industry Intelligence for the initial year of Services for which New Client first contracts after your submission of the Referral Form and satisfaction of the Program requirements described in these terms (the “Reward”). If the New Client retains Industry Intelligence for subsequent years of services, or for different services either during or after the initial year, you do not participate in that.
- Discount to New Client. The New Client also will receive a ten percent (10%) discount on the initial year of the Services upon which your Reward is based.
- Timing and Method of Payment. We will pay any Reward that is earned under this Agreement by check or an electronic funds transfer within forty-five (45) days after New Client’s payment to Industry Intelligence for the Services is received by Industry Intelligence and clears.
- Method of Payment. You will be required to provide Industry Intelligence with an IRS Form W-9 (for payments to U.S. persons) or IRS Form W-8 (for payments made to foreign persons) prior to receiving your Reward payment. We will send you the required forms to the contact information you provide to us on the Referral Form. You will be responsible for providing complete and accurate information to us. Please send any completed forms to us by fax at +1-310-553-0080 or in .pdf form to firstname.lastname@example.org. If any information is incomplete or inaccurate, we may delay payments to you at our discretion until the forms are completed properly and are on file with us.
Certain Representations and Warranties and Agreements.
By signing this Agreement, you are representing and warranting to us and agreeing as follows:
- (a) You are authorized to participate in this Program, (b) by making Referrals as part of the Program and being compensated as this Agreement describes, you are not violating any agreement or promise you have made to any other person and, if you are an individual, you are not violating any employment contract or other agreement you may have with your employer, and (c) the information you have provided on your Referral Form is true, complete, and accurate.
- You have complied with all laws applicable to your provision of potential Referrals to us. More specifically, you have not engaged in sending of unsolicited email or other mailings in violation of any laws, including any laws relating to anti-spam. In no event may you send any sort of mass mailing by post or by email. You will only provide introductions to prospective New Clients already known to you personally and who you reasonably believe will not object to having their names provided to Industry Intelligence as part of this Program.
- You recognize and agree that by participating in the Program, you may gain access to confidential information of Industry Intelligence. You agree that you have no right to share that information with anybody. You also agree that the intellectual property of Industry Intelligence, including any of its logos, trade names, or trademarks, services, and related property, are the sole and exclusive property of Industry Intelligence. You have no right to use any of this intellectual property in any manner not explicitly agreed to by us in writing. Further, any information of any kind, including feedback, ideas, data, or suggestions, which you may communicate to us about our company or any of our services will be treated as non-confidential and non-proprietary. We may use, disclose or publish any such information for any purpose whatsoever.
- You do not represent Industry Intelligence, you are not an agent of Industry Intelligence, and you have no authority or right to bind Industry Intelligence to any obligation.
- If you are a client of Industry Intelligence we very much appreciate your willingness to share your experiences and opinions about the services we provide to you and/or your company. Please understand, however, that by signing below, you agree that you may not make representations about our services or make promises about the services we could provide to a New Client or what the costs or other terms of those services would be. If a prospective New Client asks for that information, you agree to refer them to our website or to an Industry Intelligence representative. Except with the prior written consent of Industry Intelligence, you agree not to prepare or circulate any materials about Industry Intelligence or any of its affiliates.
- You agree not to make to any prospective New Client or any other person any disparaging statement or other statement that might reflect poorly on Industry Intelligence.
- You will be solely responsible for payment of any or all income, sales or other taxes and fees of any kind charged to or imposed on you in any fashion by any governmental agency in any way related to any payments you receive under or related to this Program.
Liability and Indemnity; No Warranties
- Limitation of Liability. Neither you nor we nor any of your or our affiliates shall be liable or obligated under any section of this Agreement or under contract, negligence, strict liability or other legal or equitable theory for any special, incidental or consequential damages or for any amount in excess of the total fees paid to you under this Agreement in any one year period.
- Indemnification. You shall defend, indemnify and hold harmless Industry Intelligence and its subsidiaries and affiliates, and their respective members, directors, officers, employees and agents, from and against any damage, liability, loss, judgment, fine, penalty, cost and expense (including attorneys’ fees) (collectively, “Losses”) arising out of or resulting from, directly or indirectly, any (a) breach of any of your representations or warranties in this Agreement or in the Referral Form, (b) breach of any of your covenants or agreements in this Agreement or any of the documents contemplated by this Agreement, and (c) claims made by any third party against any of the parties listed above based on your conduct or any claims of unfair or deceptive trade practice or false advertising in connection with statements or claims you made about Industry Intelligence or any of the services a New Client may purchase.
- Disclaimer of Warranties. To the extent permitted by applicable law, Industry Intelligence disclaims any and all express or implied warranties or conditions not expressly stated herein including, without limitation, any warranties of merchantability, fitness for a particular purpose, and non-infringement. We may make certain warranties in our client contract, which we would execute with the New Client you refer to us, but those warranties would only be for the benefit of New Client.
Termination or Modification of Program
Industry Intelligence may modify or terminate this Program at any time provided that such modifications will only apply to subsequent introductions you or other participants in the Program make after the modification. Your introductions submitted prior to the modification or termination shall continue to be subject to the terms in place when submitted. Any modifications made by Industry Intelligence shall be effective immediately upon posting to our website regardless of whether you were aware of the modifications. Please review our website for changes from time to time in the Program’s terms. By clicking the button indicating that you have read and agree with these Terms and Conditions, you agree to be bound by any subsequent modifications to the terms of the Program as we may announce in our website. We recommend that you check the Industry Intelligence website and the Program terms prior to each submission of a Referral Form.
- Interpretation of the Agreement. Industry Intelligence will have sole discretion to determine application of the Program and the eligibility rules described in this Agreement to any set of circumstances that may arise. We will exercise our discretion in good faith. We reserve the right to modify the terms of this Agreement with respect to any referral provided by any participant in the Program, provided that such modification will not be more restrictive than the terms set forth in this Agreement at the time the corresponding Referral Form is received.
- Governing Law. This Agreement and the Program shall be governed by California law, without regard to its conflict of laws principles, including all matters of interpretation, validity, and performance.
- Entire Agreement. This Agreement and all other documents referred to herein constitute the entire agreement and understanding between the parties relating to the subject matter hereof and supersedes all prior representations, communications and arrangements, whether oral, written or implied, between the parties relating to the subject matter hereof. This Agreement may not be modified or amended, except upon a written instrument executed by a duly authorized representative of each of the parties hereto.
- Waiver; Modification. Except as indicated under the Section captioned “Termination or Modification of the Program” or elsewhere in this Agreement, no waiver or modification of this Agreement or of any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith.
- Severability. Any provision hereof that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
- No Third Party Beneficiaries. Except as may be explicitly set forth in this Agreement, there shall be no third party beneficiaries of this Agreement.
- Venue and Jurisdiction. You and we agree that the federal and state courts located in Los Angeles County, California shall have exclusive jurisdiction. You and we waive any and all objections that we may have as to personal jurisdiction or venue in any of the above courts and agree to accept service of process by mail.
- Notice. All notices, requests, consents, directions and other instruments and communications required or permitted to be given under this Agreement shall be in writing and may be delivered by personal delivery, overnight courier (such as Federal Express), facsimile transmission, or first class mail. Notices shall be deemed to be effective upon proof of delivery. Notices to you shall be to the address or facsimile provided on the Referral Form. Notices to Industry Intelligence shall be to the address or facsimile provided in its website.
- Headings. The headings and captions in this Agreement are for reference only and may not be cited for interpretation of any provision of this Agreement.
- Assignment. This Agreement shall inure to the benefit of, be binding upon, and be enforceable by the parties hereto and their respective successors and assigns; provided, however, that you may not assign this Agreement without the consent of Industry Intelligence.