Lucid Meetings Referral Program Agreement
Last Updated: November 10, 2015
This agreement changed on the date listed above.
Lucid Meetings is a service of Second Rise, LLC.
Scope of Agreement
This is a contract between you (the Referrer) and us (Lucid Meetings). It describes how you will be compensated for referring customers to us, what you may do in your capacity as a referrer, how we will work together, and other aspects of our business relationship. By participating in the Lucid Meetings’s Referral Program, you may, but are not obligated to, refer third parties (each a “Lead”) to Lucid Meetings so they may acquire Lucid Meetings Subscriptions (“Subscription Services”) and services (collectively the “Products”). You will be compensated for purchases by Leads as explained below.
Referrer Role and the Referral Process
Role of Referrer.
As a Referrer you may direct Leads to Lucid Meetings so they may acquire our services. You are not required to share any particular information with a Lead, but are encouraged to share your own experiences using the service when communicating with Leads. The best source for information about our services is on our website, www.lucidmeetings.com. If you would like additional material from us to share with Leads, please contact us directly via email@example.com. As a Referrer you are explicitly not an employee or agent of Lucid Meetings or Second Rise, LLC. You cannot guarantee services to Leads or broker deals for our service.
If you wish to receive compensation for a Lead you referred to us, you must complete an online Referral Form for the Lead. If you do not complete a Referral Form we will not be able to compensate you for the referral. If you submit a Referral Form for a Lead and another Referrer has also submitted a Referral Form for that same Lead, we will, at our discretion, either (1) award the Referral Fee to one of the Referrers or (2) divide the Referral Fee among the Referrers in such proportions as we determine to be equitable.
Upon reviewing your Referral Form, we may have additional questions for you about the Lead and you agree to provide us with all relevant non-confidential information you have regarding the Lead. In rare cases we may ask that you introduce a representative of Lucid Meetings to the Lead by arranging a meeting or other means of communication.
We don’t anticipate the need for you to have expenses related to the Referral Program, but if you do, you are responsible for those expenses and we will not reimburse you for them.
For each Lead that purchases Subscription Services from Lucid Meetings, we shall pay you a percentage of the Subscription Fee revenue we actually receive from the Lead (the “Referral Fee”). You will not receive a percentage of fees a Lead pays us that are related to (i) any services, support, or other non-subscription fees collected by Lucid Meetings or (ii) any fees of any kind related to Subscription Services revenue after the initial term, as defined in the “Referral Fee Percentage and Term” paragraph. You will not receive payment for a Lead that does not purchase Subscription Services from us.
You are only entitled to Referral Fees on the services and terms of service as identified in this Agreement. You are not entitled to other fees or compensation from us for your participation in this Program.
Referral Fee Percentage and Term.
On-demand Subscriptions. The Referral Fee for an On-demand Subscription purchase is 5% of the Subscription Fees we actually receive from the Lead during the first 12 months following the Lead’s initial purchase. On-demand customers have no obligation to maintain use of the Products or pay Subscription Fees beyond any one-month period; they may cancel their use of the Products at any time.
Enterprise Subscriptions. The Referral Fee for an Enterprise Subscription Service purchase is 10% of the Subscription Fee we actually receive from the Lead during the initial Subscription Term. The initial Subscription Term will be at least 6 months and may be as long as 24 months. The Subscription Term is chosen by the Lead at the time of purchase.
Lucid Meetings is solely responsible for processing payments, payment collection, requests for refunds and related customer service, and will have sole ownership and control of all data obtained from customers and Leads in connection with the Subscription Services.
Lucid Meetings may choose to refund any fee. You will not receive a payment for refunds, returns, exchanges, or services that are provided to Leads for free.
Payments to You.
Within 30 days of the end of each quarter (i.e., March 31, June 30, September 30, December 31) we will pay you for Referral Fees you earned during the quarter. This payment will be based on a report of the revenue we received from Leads you provided us, less any refunds. We will provide this report to you electronically. If you are owed less than $200, we may elect to withhold payment until the amount you are owed is $200 or more. Any money withheld for this reason will be paid to you during the following payment period, provided you are owed $200 or more at that time.
If you have concerns about our records, you may request an audit of our records pertaining to the sale of Subscription Services to Leads you provide. The audit must be performed by an auditing professional and you may not audit our records more than once every eighteen months, or audit records you’ve previously audited. You are responsible for the cost of any audit you request, unless the audit finds that we have underpaid you by 10% or more, in which case we will pay for the audit and promptly make the appropriate corrections.
All payments shall be made in US Dollars.
No Referral Fees shall be paid (a) if you provide to Lucid Meetings any incorrect or misleading information about the Lead or fail to supply a Referral Form, (b) for any Lead that is a then-current customer or was previously a customer of Lucid Meetings or its affiliates, distributors, or referrers, (c) for any Lead with whom Lucid Meetings or its affiliates, distributors, or referrers had substantive contact prior to your submission of a Referral Form for such Lead, (d) if a Lead does not purchase Products within six (6) months after Lucid Meetings’s receipt of a Referral Form pertaining to such Lead, or (e) for the provision of any services or products other than the Subscription Services.
Payment upon Termination.
Following termination of this Agreement, Lucid Meetings shall continue to pay you the Referral Fees for your Leads who purchased Subscription Services on or before the effective date of termination. Except as provided here, Lucid Meetings shall have no obligation to pay Referral Fees for any of your Leads who purchase Subscription Services after the effective date of termination.
Term and Termination
The term of this Agreement will begin upon your acceptance of it and will continue until it is terminated by us or by you. Both you and we have the right to terminate this Agreement on thirty (30) days written notice to the other party. You are entitled to terminate by providing us notice of termination by email to firstname.lastname@example.org.
Within 60 days of the termination of this Agreement, we will provide you a full report of sales prior to termination and the expiration date for payments on existing Leads.
Governing Law and Dispute Resolution.
The formation, construction, performance and enforcement of this Agreement shall be in accordance with the laws of the United States and the state of Oregon without regard to its conflict of law provisions or the conflict of law provisions of any other jurisdiction. In the event of a dispute arising out of this Agreement, the parties agree to attempt to resolve any dispute through direct negotiation. It is our intent to resolve any disputes through negotiation to avoid harming relationships and unnecessary legal fees. However, if we are unable to resolve the dispute with you within 90 days from the date that either party notifies the other that such negotiations should begin, either party may commence binding arbitration held in Portland, Oregon before a single neutral authority under the auspices of the Arbitration Service of Portland Inc. or other arbitral body mutually agreed to by the parties. The prevailing party in any dispute resolved by binding arbitration shall be entitled to recover its attorneys’ fees and costs. The parties agree that any legal action related to the terms of this Agreement will be adjudicated in Multnomah County, Oregon.
Both you and we agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement. Neither party is authorized to act as agent or bind the other party except as expressly stated in this Agreement.
You will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of your assets, change of control or operation of law. We may assign this Agreement to any affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.
You indemnify us for any harm or claim, including all related damages, liabilities, losses or expenses, that arise from your negligence when acting as a Referrer.. We will have the right to select our own counsel and direct our own defense. You agree to cover all costs associated with addressing such an assertion, including any attorneys’ fees. Subject to the terms, conditions, express representations and warranties provided in this Agreement, we agree to indemnify, save and hold you harmless from any actual damages or liabilities arising out of any finding of fact which is inconsistent with our representations and warranties made herein. The terms and conditions of this paragraph will survive termination of this Agreement.
Limitation of Liability.
You understand that we provide the Products “as is” and cannot guarantee that they will function without error. You further understand and agree that we cannot fully protect against the damage, theft or misuse of electronic products. You release us from liability related to the failure of our software, security and computer systems. Our total liability under this Agreement, except for our obligation to pay you in accordance with this Agreement, is limited to the total amount we paid you in the twelve-month period preceding the claim. In no instance will we be responsible for special, consequential, incidental or indirect damages.
From time to time we may need to share information with you that we consider confidential. When we do, we will clearly mark and describe the information as confidential. You agree not to share our confidential information with third-parties, other than your attorney or accountant in their roles as your advisors. You will immediately alert us if you share our confidential information with unapproved third-parties so we can take action to protect our interests. Unless information is explicitly identified as confidential, it is not considered confidential information and you may use it as you see fit. The terms and conditions of this paragraph will survive termination of this Agreement.
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall nevertheless remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid or enforceable provision.
Headings in this Agreement are provided for descriptive purposes only. They do not, and are not intended to be used to, affect the interpretation of the language, meaning, or obligations of this Agreement.
The Program will change over time and the terms of this Agreement will need to change over time as well. We reserve the right to change the terms of this Agreement at any time in our sole discretion. We will give you notice of the changes by posting new terms in place of the old at lucidmeetings.com/legal/referral-agreement with a revision date indicated at the top or by sending an email to the email address associated with your Referral Program account. If you do not agree to an Amendment to this Agreement, you must submit a notice of termination to email@example.com.