These Referral Program Terms and Conditions (“Terms”) is govern Your participation in our individual referral program (the “Program”). “We” or “us” or “our” or “Blue Ridge” means Blue Ridge Solutions, Inc., a Delaware corporation. “You” or “your” means the person indicating acceptance of these Terms or participating in the Program.
IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT PARTICIPATE IN THE PROGRAM. YOUR PARTICIPATION IN THE PROGRAM REQUIRES YOUR ACCEPTANCE OF THESE TERMS AS THEY MAY BE AMENDED FROM TIME TO TIME. BY ACCEPTING THESE TERMS, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY PARTICIPATING IN THE PROGRAM, YOU AGREE TO THESE TERMS.
1. APPOINTMENT
Blue Ridge appoints You as a nonexclusive independent contractor for promoting the sale of the Blue Ridge products and services approved by Blue Ridge (“Products”) to potential prospective customers (the “Customers”). Your relationship with Blue Ridge under these Terms will be that of an independent contractor. You will not have, and will not represent that it has, any authority to bind Blue Ridge, or to assume or create any obligations or to make any warranties or representations on behalf of Blue Ridge.
2. OBLIGATIONS OF THE PARTIES.
2.1 Covenants. By participating in the Program, You will not: (i) make any false or misleading representations with regard to Blue Ridge or its affiliates or distributors, or the Products; (ii) make any representations, warranties or guarantees to Prospects with respect to the specifications, features or capabilities of the Products that are inconsistent with the information provided by Blue Ridge or its affiliates or distributors; or (iii) use any trademarks, service marks, trade names, corporate names, Internet domain names, trade dress, logos, slogans or other source indicators of Blue Ridge or its affiliates or distributors without Blue Ridge’s prior written approval.
2.1 Lead Qualification. You will provide to Blue Ridge through our site qualified prospective Customers (each, a “Prospect”) that the You will contact on behalf of Blue Ridge or otherwise introduce to Blue Ridge (each, a “Prospect Referral”). Upon receipt of each Prospect Referral, Blue Ridge shall determine whether the Prospect meets the following criteria (the “Prospect Criteria”): (i) the Prospect is not a current Customer of Blue Ridge; (ii) Blue Ridge has not had active discussions with any chief-level, executive vice-president-level, or senior vice-president-level executive of the Prospect about the prospect of purchasing any Products within the previous three (3) months; and (iii) no other sales agent, sales representative, value added reseller, original equipment manufacturer or other you (not including You), distributor or sales agent of Blue Ridge (collectively, “Dealer”) has an active registration of such Prospect with Blue Ridge. Only prospects approved by Blue Ridge according to this process shall be deemed “Qualified Prospects.” Blue Ridge shall pay You the commission Fees specified in Section 3.1, if (i) You facilitates a meeting (in person, online, or by telephone) between Blue Ridge and a chief-level, executive vice-president-level, senior vice-president-level executive or other officer (an “Executive-Level Meeting”) of the Qualified Prospect, (ii) the Qualified Prospect and Blue Ridge execute a valid and binding Terms or other binding document for the Products (a “Qualifying Commitment”), upon terms and conditions reasonably acceptable to Blue Ridge, within 120 days following the submission by You of a valid Prospect Referral listing such Qualified Prospect, and (iii) no Dealer has an active or prior registration of such Qualified Prospect with Blue Ridge. If the Qualified Prospect does not enter into a Qualifying Commitment within such 120-day period, then such person or entity shall lose Qualified Prospect status, unless extended in writing by Blue Ridge. For clarity, Blue Ridge has no obligation to pay Fees to You for any Qualifying Commitment that is with a Qualified Prospect whom a Dealer previously or actively referred to Blue Ridge. All determinations will be made by Blue Ridge in its sole discretion and are final.
3. YOUR INCENTIVES
3.1 Fees. Blue Ridge shall pay You the following fees (the “Fees”) within five (5) business days of Blue Ridge’s receipt of payment under any Qualifying Commitment:
A. $2,500 for Qualifying Commitments with an annual contract value of at least $50,000
3.2 Payment Terms; Eligibility. To participate in the Program, You must provide a valid completed and signed individual W-9 form (if U.S. resident) or W-8BEN form (if Canadian resident), as appropriate, and ACH transfer routing information. You are solely responsible for any tax payments and reporting for amounts received. This offer cannot be combined with any other offers and is void where prohibited by law. To be eligible, you must be, at the time of referral through the program permitted under your employer’s policy to participate and receive referral payouts. Please confirm with your employer whether you are eligible to participate in this program.
4. LIMITATION OF LIABILITY; DISCLAIMER
4.1 Disclaimer. ANY PRODUCT, DOCUMENTATION, BUSINESS MODELS OR OTHER MATERIALS ARE PROVIDED BY BLUE RIDGE “AS IS” AND WITHOUT ANY WARRANTY, WHATSOEVER, INCLUDING, WITHOUT LIMITATION, AS TO PERFORMANCE, ACCURACY, OR FREEDOM FROM ERROR. BLUE RIDGE MAKES NO EXPRESS OR IMPLIED WARRANTIES, CONDITIONS, OR REPRESENTATIONS TO YOU WITH RESPECT TO THE PRODUCTS, ANY SERVICES PROVIDED HEREUNDER OR OTHERWISE REGARDING THESE TERMS, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, ANY IMPLIED WARRANTY OF MERCHANTABILITY, IMPLIED WARRANTY AGAINST INFRINGEMENT, AND IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY EXCLUDED AND DISCLAIMED.
4.2 Limitation of Liability. IN NO EVENT WILL BLUE RIDGE BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR GOODWILL OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL ANY LIABILITY OF BLUE RIDGE ARISING HEREUNDER EXCEED EXCEED THE GREATER OF (A) TOTAL AMOUNTS PAID TO YOU BY US UNDER THESE TERMS DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE EVENT GIVING RISE TO THE CLAIM OR (B) FIVE HUNDRED DOLLARS ($500)..
5. General
In all matters relating to these Terms, neither You nor its employees or agents are or will act as employees of Blue Ridge within the meaning or application of any federal or state unemployment insurance laws, old age benefit laws, social security laws, workers’ compensation or industrial accident laws, or under any other laws or regulations that may impute any obligations or liability to Blue Ridge by reason of an employment relationship. Any attempted assignment or transfer, without the other party’s prior written consent, will be null and void. Subject to the foregoing restrictions, these Terms will inure to the benefit of the parties’ successors and permitted assigns. Except as expressly provided herein, nothing in these Terms transfers, licenses or assigns any intellectual property rights. The waiver by either party of any default by the other party will not waive subsequent defaults by the other party of the same or a different kind. In the event any provision of these Terms is held to be unenforceable, the other provisions of these Terms will remain in full force and effect. These Terms constitutes the entire and exclusive Terms between the parties pertaining to the subject matter hereof, and supersedes any and all written or oral Terms previously existing between the parties with respect to such subject matter. Any modifications of these Terms must be in writing and signed by both parties hereto. Any notices required or permitted under these Terms will be in writing and will be effective upon delivery to the receiving party’s address listed above, or such other address as specified by the party by notice. These Terms may be executed in counterparts (including by facsimile and scanned counterparts), each of which will be considered an original. These Terms and all matters relating to these Terms will be governed by the laws of the State of Georgia, without regard to its conflict of law provisions. Any legal action or proceeding relating to these Terms will be brought exclusively in the state or federal courts located in Atlanta, Georgia. Blue Ridge and You hereby agree to submit to the jurisdiction of, and agree that venue is proper in, those courts in any such legal action or proceeding. We may add to, change or remove any part of these Terms or cancel the Program, at any time without prior notice to you other than listing of a later effective date than the one set forth at the top of these Terms. Such modification shall be effective immediately upon posting a notification within the Services or by contacting you via email at the address you provided. As your next participation in the Program may be governed by different Terms, we encourage you to look for a new effective date on these Terms when participate in the program. It is your responsibility to check these Terms periodically for changes. If we make any material changes to these Terms, we will endeavor to provide all registered users with additional notice of any changes, such as at your e-mail address of record. Your participation or continued participation in the Program following the posting or notice of any changes to these Terms shall constitute your acceptance of the changed Terms.
