CREXENDO® POWERED BY NETSAPIENS® REFERRAL PROGRAM TERMS AND CONDITIONS
These terms and conditions (Referral Program Terms) shall govern Crexendo, Inc. (Company)’s Crexendo® powered by NetSapiens® Platform Referral Program (“Referral Program”) for all participants (Referral Partner).
There are no application fees or minimum referral amounts to qualify to participate in the Referral Program.
To qualify for eligibility, each referral must be sent to Company through the referral program page at netsapiens.com/referral-program and the following terms must be met:
1. Referral Partner Participation and Role
1.1 Company will make all determinations regarding participation in the Referral Program. An individual is not eligible to participate in the Referral Program if he or she works for an employer which has a contractual compensation arrangement with Company other than these Referral Program Terms; or is a Crexendo or NetSapiens, LLC employee.
1.2 Each Referral Partner is an independent contractor and has no authority to act for or on behalf of Company, except as expressly granted in these Terms, and shall in no way pledge Company credit. The Referral Partner hereby acknowledges that Company does not direct it on how to perform its obligations. Nothing in these Referral Program Terms will be construed to create a joint venture, employer-employee relationship, partnership, or association between Company and the Referral Partner.
1.3 Referral Partner shall be responsible (and Company shall have no liability) for all expenses associated with Referral Partner’s performance of its duties hereunder including, without limitation, sub-agent commissions and all employee, travel, promotional and other expenses incurred by Referral Partner in connection with the introduction of a prospective Customer to Company and the operation of the business of Referral Partner. Company acknowledges and agrees that Referral Partner may utilize sub-agents in support of its activities under this Referral Program Terms and Referral Partner acknowledges and agrees that the activities of any such sub-agent are for, and solely on behalf of, Referral Partner and not Company. In no event shall Company have any obligation to any sub-agent as a result of their activities on behalf of the Referral Partner nor shall Company be responsible for any compensation that Referral Partner may owe to any such sub-agent. Referral Partner shall ensure that each of its sub-agents complies with the provisions of the Referral Program Terms and Referral Partner shall be responsible for any violation of the Referral Program Terms by its sub-agents.
1.4 Acceptance of these Referral Program Terms will terminate any previously executed Referral Agreement between the Referral Partner and Company.
2. Compensation
2.1 Company shall be responsible for calculating and paying Referral Partner compensation in a manner of Companies reasonable discretion. Referral Program compensation (which qualifying products and services and rate schedule is hereby incorporated into these Referral Program Terms by reference) may be amended without notice to Referral Partner.
2.2 Referral Partner compensation will be paid 60 days after Company receives payment of its total contracted Non-Recurring Charges (NRC) in Company reasonable discretion from the service provider or enterprise, so long as these Referral Program Terms remain in force, and are not terminated by either party. Compensation shall be considered earned by Referral Partner only upon receipt of collected revenue by Company for Referral Partner leads that become paying customers.
2.3 Company will not pay more than one (1) referral compensation payment for any given Successful Referral; and reserves the right to deny compensation as Company deems appropriate, and in its reasonable discretion. A “Successful Referral” shall mean a referral where the referred service provider or enterprise purchases or subscribes to the Crexendo® Powered by NetSapiens® products and/or services that qualify for Referral Partner Program compensation, and, upon Company receiving payment of its total contracted Non-Recurring Charges (NRC) from the service provider or enterprise.
2.4 Company reserves the right to deny any compensation where misrepresentation or fraudulent activity is uncovered by Company and to recover any compensation paid to Referral Partner relative to fraudulent activity. For avoidance of doubt, any such misrepresentation or fraudulent activity shall constitute a termination under Section 7 below.
2.5 Company shall have the right to re-coup from Referral Partner any compensation paid to Referral Partner but unearned as a result of a chargeback from the service provider or enterprise. In such case, Company shall either request to set-off the amount of such Unearned Compensation against any future compensation payable to Referral Partner, or request a refund of compensation payment from Referral Partner by check.
2.6 Company is not required to provide specific reasons why a specific referral has not been deemed a qualified or successful referral, or to make these decisions in a specific amount of time.
2.7 Referral Partner must provide Company with a 1099 tax form prior to receiving compensation. A 1099 form may be found at irs.gov/pub/irs-pdf. Referral Partner must submit a completed 1099 form to nssales@crexendo.com prior to receiving any compensation.
3. Warranty Disclaimers; Limitation of Liability
Referral Partner acknowledges and agrees that participation in the Referral Program is at Referral Partner’s own risk. Company provides the Referral Program “as is” without warranty of any kind, express or implied. EXCEPT AS EXPRESSLY SET FORTH IN THESE REFERRAL PROGRAM TERMS, EACH PARTY HEREBY DISCLAIMS AND EXPRESSLY EXCLUDES ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR MERCHANTABILITY.
UNDER NO CIRCUMSTANCES SHALL COMPANY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, STATUTORY OR CONSEQUENTIAL DAMAGES UNDER ANY FORM OR THEORY OF ACTION WHATSOEVER, WHETHER IN CONTRACT, TORT, NEGLIGENCE, PRODUCT LIABILITY, STRICT LIABILITY, OR OTHERWISE, OR FOR ANY LOST REVENUES OR PROFITS, OVERHEAD, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, BUSINESS INTERRUPTION LOSSES, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, RESULTING FROM, ARISING OUT OF, OR RELATED TO NETSAPIENS’ PERFORMANCE OR FAILURE TO PERFORM ANY OF ITS OBLIGATIONS UNDER, OR BREACH OF, THESE REFERRAL PROGRAM TERMS, WHETHER OR NOT NETSAPIENS HAS BEEN ADVISED OF, KNEW OF, OR SHOULD HAVE KNOWN OF, THE POSSIBILITY OF SUCH DAMAGES. IN THOSE STATES AND JURISDICTIONS THAT DO NOT ALLOW OR ENFORCE CERTAIN LIMITATIONS OF LIABILITY, COMPANIES LIABILITY SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED UNDER APPLICABLE LAW.
4. Taxes
Referral Partner is responsible for payment of all taxes due as a result of compensation or any other payments made to Referral Partner by Company hereunder. Company will send Referral Partner the appropriate tax documents for the prior year in accordance with IRS rules.
5. Indemnification
The Referral Partner will defend, indemnify, and hold harmless Company and its Affiliates, and their respective officers, directors, employees, agents, and representatives from and against any and all claims arising out of or resulting from the Referral Partner’s participation in the Referral Program. This obligation shall include all court costs and attorney’s fees.
6. Amendment
Company may amend the Referral Program Terms in Companies sole and absolute discretion. Referral Program Terms, when amended are without notice to Referral Partner, although Referral Program Terms are available for inspection at Companies website. Visit netsapiens.com/referral-program-terms frequently for changes or updates to the Referral Program Terms.
7. Termination
Company may terminate any Referral Partner from the Referral Program or cancel the entire Referral Program at any time and for any reason, at Companies sole and absolute discretion.
8. Confidentiality
Referral Partner agrees that all materials, business practices, methods or other information associated with Company is proprietary and valuable to Company and that unauthorized disclosure or use thereof constitutes a breach of these Referral Program Terms and shall cause immediate, substantial and irreparable harm to Company. Referral Partner desires to keep such confidential information in confidence and will exercise its best effort and best judgment in complying with the terms of this clause.
9. Assignment
The Referral Partner shall not assign its rights or obligations under the Referral Program Terms without Companies written consent. Company may assign its rights or interest under the Referral Program Terms to any third party with or without expressed or written consent of the Referral Partner.
10. Email; Notices
The Referral Program Terms are in all respects governed and construed in accordance with the internal laws of the State of Delaware, United States of America, without regard to its conflicts of law principles. The parties hereby agree to resolve any and all disputes that may arise between them concerning the Crexendo Powered by NetSapiens Referral Program or any of the Referral Program Terms, or that concern any aspect of the relationship between them shall be decided exclusively in binding arbitration conducted by the American Arbitration Association (“AAA”). The parties agree to have any arbitration hearings held in San Diego, California, USA and waive any objection as to venue or inconvenient forum. The Referral Program Terms will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
11. Governing Law; Jurisdiction
The Referral Program Terms are in all respects governed and construed in accordance with the internal laws of the State of California, United States of America, without regard to its conflicts of law principles. The parties hereby consent to the exclusive jurisdiction of the courts in San Diego, California, USA and waive any objection as to venue or inconvenient forum. Any and all actions hereunder shall be brought forth and filed in San Diego County, California, USA. The Referral Program Terms will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
12. General
12.1 All terms and conditions of the Referral Program Terms which by their nature are intended to survive termination of shall so survive.
12.3 If any clause, provision, term, covenant or condition contained in the Referral Program Terms is adjudicated to be illegal or unenforceable, all other clauses, provisions, terms, covenants or conditions of the Referral Program Terms shall remain in force and effect, and the clause, provision, term, covenant or condition held illegal or unenforceable shall remain in effect as far as possible in accordance with the intention of the parties.
12.4 Failure of either party to insist upon the strict compliance by the other with any of the terms, covenants or conditions of the Referral Program Terms shall not be construed as a waiver of any subsequent breach.
12.5 Company shall have no liability whatsoever for service interruptions, delays, failures to perform, damages, losses or destruction, or malfunction of any equipment or any consequence thereof caused or occasioned by, or due to fire, flood, wind storms, water, the elements, acts of God, war and threats of imminent war, labor disputes or shortages, utility curtailments, power failures, spikes, explosions, civil disturbances, governmental actions, shortages of equipment or supplies, unavailability of transportation, acts or omissions of third parties, or any other cause beyond NetSapiens’ reasonable control.
12.6 These “REFFERAL PROGRAM TERMS” are between REFERRAL PARTNER and CREXENDO, INC, a Delaware USA Corporation with an address at 1200 Prospect Street, Suite 200, La Jolla, CA 92037 United States (or the appropriate NetSapiens affiliate, if applicable), and contain terms and conditions that govern the Referral Partner’s use and relationship with Company. Referral Partner represents that Referral Partner has authorized the person accepting these Referral Program Terms to bind Referral Partner to these Referral Program Terms. The person accepting these Referral Program Terms on Referral Partner’s behalf represents that he or she has read these Referral Program Terms in full and has full legal authority to legally bind Referral Partner to these Referral Program Terms. Such Referral Partner’s online acceptance of these Referral Program Terms via “internet click-through”, “click and accept”, “web-wrap” or similar means will have the same legal effect as if the Referral Partner were providing a handwritten signature of acceptance. If such Referral Partner does not have such authority of if Referral Partner does not wish to be bound by these Referral Program Terms, select the “reject” (or equivalent) button at the end of these Referral Program Terms (if such a button exists), or do not utilize the Referral Program. Otherwise, select the “accept” (or equivalent) button for these Referral Program Terms to signify that you agree to these Referral Program Terms. If an accept (or equivalent) button is not present, then your access and utilization of the Referral Program signifies that you agree to be bound by these Referral Program Terms. These Referral Program Terms are effective as of the date Referral Partner either selects the “accept” button or accesses and utilizes the Referral Program.
Qualifying Products and Services Rate Schedule:
Universal session purchase of 100 Sessions: $1,000.00
Universal session purchase of 150 Sessions: $1,000.00
Universal session purchase of 200 Sessions: $1,000.00
Universal session Subscription of 100 Sessions: $1,000.00
Universal session Subscription of 150 Sessions: $1,000.00
Universal session Subscription of 200 Sessions: $1,000.00
Universal session purchase of 250 Sessions and above: $2,500.00
Universal session Subscription of 250 Sessions and above: $2500.00
