REFERRAL TERMS AND CONDITIONS
1. Referrals
(a) During the Term, the organization making the referral (the “Referrer”) will notify Rewst of its desire to make introductions of Rewst to potential clients for purposes of promoting Rewst services to such potential clients (an “Introduction”) via Rewst referral portal. Referrer will provide Rewst with the name of the organization, the name of the contact, the role of the contact and other information requested by Rewst to determine the feasibility and suitability of the Introduction. Upon a successful connection, the Introduction will be considered a Qualified Introduction
(b) Rewst will meet and negotiate independently with a Qualified Introduction with respect to a potential relationship and the terms applicable to such potential relationship. The Referrer may not object to any decisions made by Rewst regarding the terms or conditions of a particular relationship entered into with a Qualified Introduction. Further, Rewst will have sole discretion to enter into or not enter into an arrangement with a Qualified Introduction
2. Commission Payments
(a) During the Term, Rewst will pay Referrer a referral fee of $500 USD (the “Compensation”) in the event the Introduction results in a signed contract with Rewst within six (6) months following the Introduction (the “Referral Timeframe”) as a result of Qualified Introductions by Referrer. The Compensation shall be considered complete consideration for all Qualified Introductions that convert to paying customers within the respective Referral Timeframe throughout the Term of these Terms and Conditions. Referrer shall be responsible for all income and all the taxes applicable in connection with its receipt of Compensation pursuant hereto and as an independent contractor of Rewst. Rewst will not be responsible for any expenses of the Referrer during the performance of its obligations hereunder unless such expenses have been previously approved in writing by Rewst.
(b) All Compensation earned by the Referrer shall be due and payable within thirty (30) days of receipt of payment/fees by Rewst from the Qualified Introduction. For the avoidance of doubt, no Compensation will be due to Referrer unless and until payment is received by Rewst.
3. Representations and Warranties
(a) Each of Referrer and Rewst represents and warrants that: (i) it has the right to enter into these Terms and Conditions and the right to grant the rights and licenses granted herein; (ii) it is not a party to any agreement, contract, or understanding that would prevent, limit or hinder its performance of these Terms and Conditions; (iii) during the Term, it will not enter into any contract, agreement or understanding which is in conflict or which would interfere with the full and complete performance of any of the duties or grants hereunder; and (iv) it is not a party to any pending claims or litigation which might affect its performance of these Terms and Conditions.
(b) EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY DISCLAIMS ALL OTHER WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE SERVICES PROVIDED TO THE OTHER PARTY AND OTHER OBLIGATIONS UNDERTAKEN HEREUNDER, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE (EVEN IF REFERRER HAS BEEN INFORMED OF SUCH PURPOSE), OR WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. FURTHER, REWST DOES NOT MAKE ANY WARRANTY THAT THE QUALITY OF THE PRODUCTS PURCHASED OR OBTAINED BY A CLIENT AFTER A REFERRAL WILL MEET SUCH CLIENT’S EXPECTATIONS.
4. Indemnification
(a) Each party (an “Indemnifying Party”) shall indemnify, defend and hold harmless the other party (the “Indemnified Party”), its affiliates, and each of their directors, officers, employees, and agents from and against all claims, suits and proceedings and any and all related liabilities, losses, expenses, damages and costs (including, without limitation, reasonable attorneys’ fees) (collectively, “Losses”) incurred by the Indemnified Party, relating to or arising out of the gross negligence or willful misconduct of the Indemnifying Party under these Terms and Conditions.
(b) An Indemnified Party will (i) promptly notify the Indemnifying Party of any claim, suit, or proceeding for which indemnity is claimed (but the Indemnifying Party shall be relieved from liability only to the extent any delay in providing such notice prevents the Indemnifying Party from defending such claim, suit or proceeding); (ii) cooperate reasonably with the Indemnifying Party at the Indemnifying Party’s expense; and allow the Indemnifying Party to control the defense or settlement thereof. The Indemnified Party will have the right to participate in any defense of a claim and/or to be represented by counsel of its own choosing at its own expense.
5. Limitation of Liability
(a) NEITHER PARTY HERETO WILL BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS.
(b) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, REWST’S TOTAL CUMULATIVE LIABILITY UNDER OR RELATING TO THIS AGREEMENT AND THE PRODUCTS, REGARDLESS OF THE NATURE OF THE OBLIGATION, FORM OF ACTION OR THEORY OF LIABILITY (INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, STRICT LIABILITY, AND NEGLIGENCE), SHALL BE LIMITED IN ALL CASES TO AN AMOUNT WHICH SHALL NOT EXCEED, IN THE AGGREGATE, FEES PAID BY REWST TO REFERRER DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY
(c) A party’s failure to bring a claim against the other party within one (1) year after the date on which the claiming party becomes aware of the existence of a potential claim, constitutes a waiver of such claim.
5. Miscellaneous
(a) Partial Invalidity. If any provision of these Terms and Conditions are determined by a court of competent jurisdiction to be invalid or unenforceable, such determination will not affect the validity or enforceability of any other part or provision of these Terms and Conditions.
(b) Waiver. The waiver by any party of any breach of any provision of these Terms and Conditions by any other party will not be construed to be a waiver of that party’s rights regarding any succeeding breach of any such provision or a waiver of the provision itself.
(c) Entire Agreement. These Terms and Conditions constitute the entire agreement between the parties with respect to this subject matter and supersedes all previous proposals, both oral and written, negotiations, representations, commitments, writings, and all other communications among the parties. These Terms and Conditions may not be released, discharged, or modified except by an instrument in writing signed by the parties.
(d) Governing Law and Venue. These Terms and Conditions will be governed by and construed in accordance with the laws of the State of Florida, without regard to any applicable conflicts of laws, except to the extent that certain matters may be governed by federal law by reason of preemption. The parties agree that any legal suit, action, or proceeding arising out of or related to these Terms and Conditions shall be brought exclusively in a state or federal court serving Tampa, Florida, and the parties irrevocably submit to the exclusive jurisdiction of such court in any such suit, action, or proceeding.
(e) Relationship of Parties. Nothing contained in these Terms and Conditions will be deemed or construed as creating a joint venture or partnership between Rewst and Referrer. Neither party, by virtue of these Terms and Conditions, is authorized as an agent, employee, or legal representative of the other. Except as specifically set forth herein, neither party will have the power to control the activities and operations of the other and their status is, and always will continue to be, that of independent contractors.
(f) Waiver of Jury Trial. EACH OF REWST AND REFERRER SPECIFICALLY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY COURT WITH RESPECT TO ANY CONTRACTUAL, TORTIOUS OR STATUTORY CLAIM, COUNTERCLAIM OR CROSS-CLAIM AGAINST THE OTHER ARISING OUT OF OR CONNECTED IN ANY WAY TO THESE TERMS AND CONDITIONS BECAUSE THE PARTIES HERETO, EACH OF WHOM IS REPRESENTED BY COUNSEL, BELIEVE THAT THE COMPLEX COMMERCIAL AND PROFESSIONAL ASPECTS OF THEIR DEALING WITH ONE ANOTHER MAKE A JURY DETERMINATION NEITHER DESIRABLE NOR APPROPRIATE.
