eMedia Referral Program Terms and Conditions
eMedia BUSINESS REFERRAL AGREEMENT
The eMedia Technologies, Inc. Business Referral Program (the “Program”) is designed to offer incentives to businesses and individuals for referring prospective customers to eMedia Technologies, Inc. (“eMedia”)
PLEASE READ THE FOLLOWING AGREEMENT CAREFULLY
By applying online at www.eMediatech.com/join-referral-program/ to participate in eMedia’s Business Referral Program, you agree to all the following terms and conditions of the program. If you do not agree to these terms and conditions, do not apply to the program. If you have already applied to the program and now wish to remove your application, please send an email with your request to [email protected] with the words Partner Program in the subject.
These terms and conditions (the “Terms and Conditions”) will govern your participation in the Program. eMedia reserves the right to change the Terms and Conditions of the Program at any time without prior notice. Unless otherwise stated, any such changes will become effective immediately upon posting of any such changes on eMedia’s website at: http://www.eMediaTech/referral-terms/. Please return to this site periodically to review any changes that may have been made to this Agreement. If you do not want to accept any changes to the Terms and Conditions of this Agreement, you may simply stop participating in the Program by giving written notice to eMedia as provided below.
Now, therefore, in consideration of the foregoing and the mutual premises hereinafter expressed, the parties hereto agree as follows:
AGREEMENT. This eMedia Business Referral Agreement (the “Agreement”) is made by and between eMedia Technologies, Inc. (“eMedia”), whose address is 6435 West Jefferson Blvd. #188, Fort Wayne, IN 46804, and the applicant named in the online application (“Lead Provider”), and shall be effective as of the date this Agreement is accepted by eMedia (the “Effective Date”).
- Lead Generation and Lead Provider Conduct
(a) Compensation. Subject to the terms of this Agreement, eMedia will compensate Lead Provider for actual sales of eMedia products or services to customers and end users (“End Users”) resulting from sales leads (“Leads”) generated by Lead Provider for eMedia.
(b) Submission of leads. All leads shall be submitted via the Referral Program portal. You will be provided with access to this portal upon completing the online application. Leads may also be submitted by email to [email protected].
(c) Exclusions. Lead Provider shall be compensated only for Leads that eMedia (1) accepts after determining that the prospective End User is neither an existing eMedia customer nor an already existing prospective customer for products or services from eMedia; and (2) subscribes to and/or purchases new products and/or services.
(d) Payment. eMedia will pay Lead Provider commission for sales of eMedia products or services to leads only if the sale is closed within one-hundred and twenty days (120) of the initial contact by eMedia with the Lead. Lead Provider will earn a commission from each Lead that becomes an End User of eMedia products or services according to the follow schedule:
- Digital Marketing Services – a one time payment per Schedule A below.
- Recurring Services – a one time payment per Schedule A below.
Referral fee payments to Lead Provider will be made within 30 days of successful collection by eMedia of fees for services as due by the Leads as provided by the Lead Provider. Lead Provider agrees to provide eMedia with all required information for compliance with Federal and State tax regulations. Under no circumstances will payments to Lead Provider be made until this information is provided to eMedia.
(e) Quality of Leads. Lead Provider will generate Leads in a manner that will reflect favorably on the good name and reputation of eMedia and eMedia products and services and, specifically, Lead Provider agrees to: (1) comply with all applicable national, international, provincial and local laws, ordinances and regulations in its dealings with eMedia and End Users, including, without limitation, obtaining any required certifications; and (2) make no false or misleading statements with respect to eMedia or eMedia products or services, and engage in no illegal, deceptive, misleading, unethical or improper acts or practices in performing under this Agreement.
(f) Commission Sharing. Lead Provider shall not accept more than one commission from eMedia, under any Program, for any Lead, and shall not share commission with any other Lead Provider or any eMedia sales representative and/or any other Lead Provider.
(g) Assignment. Lead provider may not assign or otherwise transfer this Agreement. By participating in the Program, Lead Provider authorizes eMedia and its affiliates to use your contact information to communicate with you about the Program and eMedia products and services generally.
- Relationship Of Parties
(a) Nature of Relationship. Neither eMedia, nor Lead Provider shall have the authority to bind the other by contract or otherwise or to make representations as to the policies or procedures of the other except as specifically authorized by this agreement. eMedia and Lead Provider acknowledge and agree that their relationship arising from this Agreement does not constituted or create a general agency, joint venture, partnership, employee relationship or franchise between them and that Lead Provider is an independent contractor with respect to the services provided by it under this Agreement. Lead Provider assumes full responsibility for the acts of its employees and for their supervision, daily direction and control.
- Lead Acceptance.
(a) Acceptance. Lead Provider expressly acknowledges that any submission of Leads for End Users of eMedia products or services will be subject to acceptance by eMedia, in its sole discretion, of such Leads. Furthermore, eMedia will have no responsibility or liability whatsoever to Lead Provider with respect to the continued availability or operation of eMedia products or services or the acceptance of, failure to accept, or follow up of Lead submitted by Lead Provider.
(b) Conflicts. Lead provider acknowledges and agrees that eMedia directly or indirectly (or through other sales lead providers) may offer eMedia products or services and that Lead Provider will be entitled to no compensation for sales made through such other channels. In the even eMedia receives conflicting orders or Leads for services from different lead providers or eMedia employees, eMedia may in its sole discretion determine whom, if anyone will receive credit for such orders.
- Trademarks and Tradenames.
(a) No Representations or Warranties. Neither Lead Provider nor its employees shall make any representations or warranties relating to eMedia products or services nor to any affiliation with eMedia. Further, this Agreement shall not grant Lead Provider any right to use the eMedia trademark(s) without the prior expressed written permission of eMedia.
- Confidentiality and Communications.
(a) Confidential information. Any confidential eMedia specifications, drawings, algorithms, sketches, data or technical or business information, and any other confidential eMedia material, as well as all Lead or End User information (“Information”), furnished to or disclosed by eMedia under this Agreement, will be deemed the exclusive property of eMedia, and are to be used by Lead Provider solely in the performance of its obligations and duties hereunder and are to be returned to eMedia upon termination of this Agreement. Lead Provider shall keep all such information confidential during the term of this Agreement and for a period of two (2) years thereafter. Lead Provider agrees that monetary damages for breach of its obligations under this Section may not be adequate and that eMedia will be entitled to injunctive relief with respect to any breach or default of Lead Provider’s obligations under this Section.
(b) Promotional Materials. Neither party shall reveal the existence of this Agreement in any advertisement, promotional activity or publicity release without the prior written consent of the other.
(c) Material Breach. Any breach of this provision shall be a material breach of this Agreement and eMedia may then terminate this Agreement immediately upon written notice.
- Term and Termination.
(a) Term. This agreement shall commence on the Effective Date and shall continue for a period of one (1) year thereafter, unless otherwise terminated.
(b) Termination. This Agreement may be terminated: (1) at any time by either party on thirty (30) days prior written notice to the other; (2) for breach by Lead Provider of any provision of this Agreement; (3) by eMedia on thirty days (30) written notice (email or letter) if Lead Provider fails to provide at least one Lead in each calendar year; or (4) immediately upon written notice by eMedia in the event Lead Provider, in eMedia’s sole discretion, breaches its obligations set forth herein. Upon termination of this Agreement, eMedia’s Commission payment obligations shall cease. Notwithstanding the foregoing, any thirty (30) day notice period shall be inapplicable should Lead Provider choose not to accept any changes to the Terms and Conditions of this Agreement made by eMedia.
- Indemnity and Limitation of Liability.
(a) Indemnification. Lead Provider agrees to indemnify, defend and hold eMedia free and harmless from any loss, damage, or cost, including attorney’s fees, that eMedia becomes liable for by reason of any act of Lead Provider in providing leads, including but not limited to misrepresenting to End Users the eMedia services or the terms under which the products or services are made available by eMedia. Lead Provider shall immediately notify eMedia in writing of any claim, threatened claim, suit or other action related to Lead Provider’s performance under this Agreement.
(b) Limitation of Liability. eMedia will have no liability to Lead Provider other than for Commissions earned and payable in accordance with this Agreement. IN NO EVENT SHALL EMEDIA BE LIABLE FOR SPECIAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES, WHETHER OR NOT FORESEEABLE. THE WARRANTIES SET FORTH IN THIS AGREEMENT ARE THE ONLY WARRANTIES GRANTED BY EMEDIA. EMEDIA DISCLAIMS ALL OTHER WARRANTIES EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
- Miscellaneous Provisions
(a) Notices. All notices to be given pursuant to this Agreement will be in writing made via email or by the physical address of the receiving party.
(b) Governing Law. This Agreement will be governed by the laws of the state of Indiana and Lead Provider consents to the jurisdiction of the courts of Allen County, Indiana.
(c) Entire Agreement. This Agreement constitutes the entire agreement between Lead Provider and eMedia with respect to the subject matter hereof, and supersedes all prior agreements and representations, written or oral, concerning the subject matter of this Agreement.
(d) Arbitration. Any actions, controversies, claims, disputes and other factual or legal matters in question arising out of or relating to this Agreement or its alleged breach, will be settled by binding arbitration conducted in accordance with the Arbitration rules presiding in the state of Indiana, Allen County, as then in effect.
(e) Attorney Fees and Expenses
If there is litigation, the prevailing party may collect from the other party its reasonable costs and attorney fees incurred in enforcing this Agreement.
The provisions of Sections 4, 5, and 7 will survive any termination of this Agreement.
If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement will be interpreted so as best to carry out the parties’ intent.
YOU ACKNOWLEDGE: (1) THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND EMEDIA PERTAINING TO THE EMEDIA BUSINESS REFERRAL PROGRAM, AND (2) THAT BY APPLYING ONLINE FOR THE PROGRAM YOU REPRESENT THAT YOU HAVE THE AUTHORITY AND RIGHT TO APPLY FOR ENROLLMENT IN THE EMEDIA BUSINESS REFERRAL PROGRAM AND TO BIND YOU AND YOUR COMPANY (IF APPLYING AS A COMPANY) TO THESE TERMS AND CONDITIONS.
Referral Schedule A
This referral fee schedule is intended to provide a starting point for compensation on projects you may refer to eMedia Technologies, Inc. We recognize that many opportunities may require an alternative approach and we are open to discuss other options.
|Service Description:||Referral Fee*|
|Digital Marketing Services: One time services including but not limited to all Digital Marketing, Virtual CMO, website development, ecommerce development, and custom software development services, as provided by eMedia Technologies, Inc.|
|Recurring Services: Retainer based or monthly ongoing Digital marketing Services||10%**|
|Software as a Service (SaaS) |
Initial One Time Setup Fees
Monthly Usage Fees
* Referral Fee is paid as a percentage of funds collected by eMedia Technologies, Inc.
** Referral Fee for Retainer or Monthly Ongoing Services will be paid only on the first 3 months of services.
This referral schedule supersedes all previous referral schedules. eMedia Technologies, Inc. reserves the right to modify this referral schedule at any time without notice or obligation.