Program

These Terms and Conditions (“Terms and Conditions”) define the Referral Agreement (“Referral Agreement”) between OneForce Inc. (“Company”) and the Referral Partner (“Referral Partner”).

1. Compensation

Referral Fee is 10% of the Service Fees from Direct Client(s). ‍
Referral Fee is 2% of the Service Fees from Indirect Client(s).  
‍Payment of Referral Fees is due on the Company’s receipt of each payment of a Service Fee.‍

2. Definitions.

The terms used but not defined elsewhere in these Terms and Conditions have the respective meanings ascribed to them under this Section.  

  • “Client” means a Person who has entered into a Client Agreement with the Company.
  • “Client Agreement” means a written agreement to receive Services from the Company.  
  • “Direct Client” means a Client first introduced by a Referrer. 
  • “Indirect Client” means a Client first introduced by a Subreferrer.
    “Introduction” means informing a Person about the Company and providing that Person’s contact information to the Company.
  • “Introduction Date” means the date of an Introduction of the Person to the Company.
  • “Person” means an individual, partnership, limited liability company, corporation, association, or other form of entity, trust, estate, or governmental authority.
  • “Referral Agreement” means this agreement with the Company to receive compensation for the Introduction of Clients.
  • “Referral Partner” means a Person who has entered into a Referral Agreement with the Company, and the Referral Agreement has not expired or been terminated.
  • “Referrer” is the Person entitled to a compensation specified in the Referral Agreement. 
  • “Referral Fee” means compensation payable to the Referrer under the Referral Agreement. 
  • “Services” means core professional services such as marketing and business development provided by the Company, excluding pass-through vendors such as advertising, call centers, and others.
  • “Service Fee” means the amount the Company received for the Services performed for a Client. 
  • “Subreferrer” means a Referral Partner first introduced by a Referrer.

3. Introductions.

3.1. From time to time, the Referrer may make Introductions.  If the Referrer makes an Introduction, the Referrer shall not refer or introduce the subject of the Introduction to any Person who provides services that are similar to those provided by the Company unless the Company informs the Referrer in writing that the Company does not intend to enter into a Client Agreement or Referral Agreement with the subject of the Introduction.  

3.2. In the Company’s sole and absolute discretion, the Company will determine whether to enter into a Client Agreement or Referral Agreement with a Person and the terms under which it will do so, including Persons introduced by Referrer.  Referrer acknowledges that the Company will have sole control over its relationship with each Client and Referral Partner, including the authority, at any time and from time to time, to (1) provide refunds; (2) reduce, waive, or discount fees for Services or otherwise adjust the compensation the Company receives; or (3) terminate the relationship.  The Company disclaims all representations and warranties to the Referrer regarding the Services. 

3.3. The Company will determine who is responsible for introducing each Client and Referral Partner.  The Company may determine that the responsibility for an Introduction should be allocated among two or more Persons, including the Company itself, and adjust any Referral Fee accordingly.          

4. Referrer’s Conduct.

4.1. Referrer will not be an agent of the Company, will have no right to bind the Company contractually or otherwise, and shall not represent that it is an agent of the Company or has the power or authority to bind the Company.  Referrer shall not make any representation or warranties to any Clients, potential Clients, Referral Partners, potential Referral Partners, or other third parties concerning the Services, Service Fees, Referral Fees, or the Company.

4.2. Referrer may not have more than one (1) agreement with the Company without the Company’s written consent.   

4.3. Referrer may not use the Company’s intellectual property, including its logo or website content, without the Company’s prior written consent.  No rights in the Company’s property are granted to the Referrer under the Referral Agreement.  Referrer may not publish any advertising or make general solicitations concerning the Services, Referral Fees, or the Company without the Company’s prior written consent.  

4.4. At any time and from time to time, the Company may notify the Referrer that the Referrer is prohibited from taking specific actions to generate Introductions, including contacting specific individuals or companies concerning the Services, Referral Fees, or the Company, and the Referrer shall immediately comply with any such notice.

4.5. Referrer shall not share Referral Fees with any Client or other Referral Partner. The Referrer shall comply with all applicable laws concerning its efforts to refer Clients or Referral Partners (including privacy laws).  Referrer represents and warrants to the Company that the Referral Fees payable to Referrer are not prohibited under applicable law (including any laws concerning bribery or kickbacks) and do not violate any ethics rules, licensing requirements, rules of professional conduct, or similar restrictions that are or may apply to Referrer.  The Company will not be required to pay any Referral Fees prohibited under applicable law and may withhold any Referral Fees it reasonably believes are prohibited under applicable law.  

5. Payment Terms.  

5.1. Referrer will not be entitled to any other compensation or reimbursement from the Company relating to Introductions.  

5.2. The Company shall remit the applicable Referral Fee to the Referrer within the following calendar month to the calendar month where the payment was due. Referral Fees that are less than $100 will be aggregated and paid by the Company when the aggregated amount exceeds $100. The outstanding amount will be paid at Referral Agreement termination.

5.3. Referrer acknowledges that: (1) the amounts payable to it under the Referral Agreement are contingent upon the Company receiving payment for Services; (2) the Introduction of a Client may not result in the payment of a Referral Fee (e.g., the Client fails to pay the Service Fees); (3) the Company may determine, in its sole and absolute discretion, what measures (if any) to take to attempt to collect amounts due from Clients; (4) the Company may charge for Services on a contingency basis; (5) the percentages on which a Referral Fee is based may be proportionately reduced if the Company determines there is more than one Introduction source for a Client; (6) Referral Fees will only be payable for the Services governed by the Referral Agreement, and the Company may provide other services to a Client without paying a Referral Fee; and (7) the Company does not owe any fiduciary duties to Referrer concerning the Referral Agreement. 

5.4. Service Fees may be refunded or reduced after the payment of Referral Fees, and in that event, the Company may offset any amounts owed by the Referrer from any payments otherwise due from the Company to the Referrer under the Referral Agreement.  

5.5. If a potential Client has not entered into a Client Agreement within 365 days after being Introduced, no Referral Fee will be due to the Referrer, even if the Company subsequently enters into a Client Agreement with that potential Client.  If a potential Referral Partner has not entered into a Referral Agreement within 365 days after being Introduced, no Referral Fee will be due to the Referrer, even if the Company subsequently enters into a Referral Agreement with that potential Referral Partner.  

5.6. The Referrer shall provide the Company with a completed Form W-9, and the Company may withhold all Referral Fees until the completed Form W-9 has been provided.  

5.7. The Referrer is solely responsible for all taxes related to the Referral Fees.

5.8. In the event that the Referral Partner provides any testimonial statement in writing, orally, or on video Referral Partner hereby consents to the Company using, publishing, reproducing, or distributing the Referral Partner’s name, image, likeness, or testimonial statement. Referral Partner understands and agrees that the Company may publish Referral Partner’s testimonial statement, name, image, or likeness in any media forms, including printed and digital publications, television, film, social media, websites, or apps, created by or on the Company’s behalf. The Company may use such content for any purpose, including education, research, marketing, advertising, or recruiting, and may identify Referral Partner by name, title, employer, or company. Referral Partner hereby waives any rights to compensation and royalties based on such use by the Company and agrees that such content shall be the sole property of the Company. Referral Partner shall have no right to inspect, approve, or be informed about any use of such materials by the Company.

5.9. Referral Fee is only paid to Referrer based on how a Person is first Introduced to the Company.  For purposes of clarity, if the Referrer first introduces a Person as a Client and then such Person is also introduced as a Referral Partner or becomes a Referral Partner, the Referrer shall only be paid the Referral Fee based on the Service Fees of such Person as a Client and no fees will be subsequently paid to Referrer related to the Person’s status as a Referral Partner. If the Referrer first introduces a Person as a Referral Partner and then such Person is also introduced as a Client or becomes a Client, the Referrer shall only be paid the Referral Fee related to this Person’s role as a Referral Partner, and no fees will be subsequently paid to Referrer related to the Person’s status as a Client.

6. Term and Termination.

6.1. The term of the Referral Agreement begins on the date of accepting these Terms and Conditions (“Effective Date”) and continues until the Referral Agreement is terminated under Section 5.2 of these Terms and Conditions.

6.2. The Referral Agreement may be terminated by: 

  1. Mutual agreement by the parties in writing;           
  2. Either party upon at least 15 days prior written notice to the other party;           
  3. Either party immediately upon written notice if it has previously provided written notice to the other party that the other party is in breach of the Referral Agreement and has failed to cure the breach within three business days after receipt of the notice; and          
  4. The Company upon written notice if the Referrer is in default (after any applicable notice and cure period) under any other agreement between the Referrer and the Company.

6.3. After the Referral Agreement is terminated, the Referrer will only be entitled to the Referral Fees that would have become due to the Referrer within the 180-day period following the termination of the Referral Agreement. 

7. Confidentiality.  

7.1. “Confidential Information” means (1) these Terms and Conditions and the terms of the Referral Agreement; and (2) all trade secrets or confidential or proprietary information that is provided by the Company on its behalf to Referrer concerning the Company, Referral Partners, Clients, or the Services, regardless of the form in which it appears or whether it is marked as confidential; excluding any information that is or becomes publicly available, is independently developed by Referrer, or becomes known to Referrer, without restriction, from a source other than the Company and without breach of any obligation owed to the Company.  

7.2. Referrer shall not use any Confidential Information except in connection with the Referral Agreement, including to enforce its rights under the Referral Agreement.  Referrer shall take reasonable measures to protect all Confidential Information from unauthorized use or disclosure.  Referrer shall reasonably cooperate with the Company to comply with all applicable laws concerning Confidential Information.  

7.3. Referrer shall immediately notify the Company if Referrer believes Confidential Information was or may have been accessed by or disclosed to an unauthorized Person (“Data Security Notice”).  After the delivery of a Data Security Notice, the parties shall cooperate regarding the investigation of the circumstances underlying the Data Security Notice, the preparation of notices or reports regarding the Data Security Notice, and any other actions that are reasonably necessary to address any issues related to the Data Security Notice.  The obligations under this Section will survive the termination of the Referral Agreement.

8. Arbitration.  

8.1. Any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity of this Agreement, including the determination of the scope or applicability of this agreement to arbitrate, will be determined by arbitration in King County, Washington before one arbitrator. The arbitration will be administered by JAMS under its Comprehensive Arbitration Rules and Procedures and following the Expedited Procedures in those Rules. Judgment on the arbitrator’s award may be entered in any court having jurisdiction. All claims arising out of or relating to this Agreement are intended to be brought and resolved individually.  

8.2. ANY ARBITRATION INVOLVING THE PARTIES WILL BE CONDUCTED IN THEIR CAPACITIES ONLY AND NOT AS A CLASS ACTION OR REPRESENTATIVE ACTION, AND THE PARTIES EXPRESSLY WAIVE ANY RIGHTS TO FILE A CLASS ACTION OR REPRESENTATIVE ACTION OR SEEK RELIEF ON A CLASS BASIS OR REPRESENTATIVE BASIS CONCERNING ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT.  This Section will not preclude the parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.  

9. Indemnity.  

9.1. The Company shall defend, indemnify, and hold harmless Referrer, Subreferrers, and their respective employees, officers, directors, managers, owners, predecessors, successors, and assigns from and against all third party claims, causes of action, costs, expenses, liabilities, losses, damages, injunctions, lawsuits, arbitrations, proceedings, actions, fines, penalties, judgments, demands, and fees (collectively, “Claims”) arising out of or relating to the Company’s negligence or willful misconduct concerning the performance of the Services.

9.2. Referrer shall defend, indemnify, and hold harmless the Company, the Company’s affiliates, and their respective employees, officers, directors, managers, owners, predecessors, successors, and assigns from and against all Claims arising out of or relating to Referrer’s breach or violation of the Referral Agreement.

9.3. The parties’ defense and indemnity obligations under this Section will survive the termination of the Referral Agreement.  No party will be obligated to defend, indemnify, or hold harmless the other party or any other Person to the extent a Claim arises from or relates to that party’s or person’s gross negligence or willful misconduct. 

10. Assignment.  

No party may assign any of its rights or obligations under the Referral Agreement without the other party’s prior written consent, except that the Company may assign the Referral Agreement without the Referrer’s consent in connection with a change of control, merger, consolidation, recapitalization, or sale of substantially all of the Company’s assets.  The Referral Agreement will be binding upon and will inure to the benefit of the parties’ successors and assigns.  

11. Relationship of the Parties.‍

The parties are independent contractors, and nothing contained in the Referral Agreement will constitute or be construed to create a partnership, joint venture, employer-employee relationship, or similar arrangement between the parties.

12. Notices.  

All notices to be given under the Referral Agreement must be in writing and will be deemed to have been duly given upon receipt if delivered personally, mailed by certified mail (return receipt requested), emailed (conditioned upon receipt being acknowledged), or delivered by a recognized commercial carrier to a party at its address set forth below or at any other address that it designates for itself by at least ten (10) days prior written notice to the other party.  Notices delivered by a party’s attorney on behalf of a party will have the same force, validity, and effect as notices delivered by a party.

13. Governing Law.  

The Referral Agreement is to be governed by and construed following the laws of the State of California, without regard to any conflict of law principle that would cause the substantive law of another jurisdiction to apply.  

14. Venue.

The exclusive venue for resolving any dispute arising out of or relating to the Referral Agreement is King County, Washington, and each party hereby submits to personal jurisdiction in that forum and waives any objection to that forum.

15. Arbitration.

Any dispute, claim, or controversy arising out of or relating to the Referral Agreement or the breach, termination, enforcement, interpretation, or validity of the Referral Agreement, including the determination of the scope or applicability of the Referral Agreement to arbitrate, will be determined by arbitration in Orange County, California before one arbitrator. The arbitration will be administered by JAMS under its Comprehensive Arbitration Rules and Procedures and following the Expedited Procedures in those Rules. Judgment on the arbitrator’s award may be entered in any court having jurisdiction. This clause will not preclude the parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

16. Attorney’s Fees.  

In any lawsuit, arbitration, action, or proceeding involving the parties arising from or relating to the Referral Agreement, the prevailing party will be entitled to recover its attorney’s fees and costs from the non-prevailing party.  The term “prevailing party” means a party who substantially obtains or defeats the relief sought, whether by compromise, settlement, judgment, or abandonment by the other party of its claim or defense.  

17. Entire Agreement.  

This Referral Agreement contain the parties’ entire agreement regarding the subject matter of the Referral Agreement and supersede all prior written or oral agreements and understandings between them regarding that subject matter.  

18. Modifications.

The waiver of any term, obligation, or provision relating to the Referral Agreement must be expressly outlined in writing and executed by the party to be charged with the waiver, and no waiver will operate or be construed as a continuing or subsequent waiver unless expressly provided for in writing.  The Referral Agreement may not be amended, modified, or changed except by a writing executed by the parties.

19. Severability. 

Each provision of the Referral Agreement is to be interpreted in a manner that will cause it to be effective and valid under applicable law.  If any provision of the Referral Agreement is determined by a court or other authority of competent jurisdiction to be invalid or unenforceable, that provision is to be ineffective only to the extent of the invalidity or unenforceability without invalidating the remainder of that provision or the remaining provisions of the Referral Agreement, or, if necessary, that provision is to be severed from the Referral Agreement and the remainder of the Referral Agreement is to remain in full force and effect.

20. Interpretation. 

As used in the Referral Agreement, the masculine, feminine, or neuter gender, and the singular or plural number include the others whenever the context indicates.  The use of “include” or “including” in the Referral Agreement is for purposes of example or illustration, and not for purposes of restriction or limitation.  The headings appearing in the Referral Agreement are for convenience of reference only. They are not intended to limit or define the text of any article, section, subsection, or paragraph of the Referral Agreement.  

21. Execution.  

The parties enter into this Referral Agreement by Referral Partner accepting the “Terms and Conditions” on the Referral Partner registration form on the Company’s website.  

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