This Agreement contains the complete terms and conditions that apply to your participation in our Referral Partner Program. As used in this Agreement, “we” or “us” refers to Guiding Metrics and “you” refers to the applicant. You must be 18 years of age or older to enter into this Agreement with us.
How Do I Enroll in Your Referral Partner Program?
To begin the enrollment process you must submit a completed Referral Partner Program application here. Upon receipt of your application we will evaluate it and notify you of its acceptance or rejection.
Although we hope your application will be successful, we reserve the right to reject applications for any or no reason.
If we reject your application, you are welcome to reapply to the Program at any time.
You should also note that if we accept your application and your website or company is later determined (in our sole discretion) to be unsuitable for the Program, we may terminate this Agreement at any time. We will not be liable to you for any costs, damages or lost profits as a result of our termination of this Agreement.
How Do I Refer Clients to Guiding Metrics?
Once we notify you that your application has been accepted:
1) You may refer clients to us simply by sending them and a Guiding Metrics employee an email introduction. Such referrals will immediately be “tagged” as being referred by you.
2) We will make available to you banner advertisements, buttons and/or text links to our site.
These links will allow your referrals to enter our site and enable us to keep track of the sales you may earn if they purchase from us. If we accept your application, we will provide you with instructions describing how to include and maintain links to our site.
To permit accurate tracking, and reporting the links we provide you are in a special “tagged” link format, or “Tagged Links”. You are responsible for ensuring that each of the links between your site and our site is a Tagged Link. You agree not to modify the Tagged Links in any way.
How are Customer Orders Processed?
We will be responsible for all aspects of order processing and fulfillment. Among other things, we will prepare order forms, process payments, cancellations and returns and handle customer service. We will track sales made to customers who purchase using Tagged Links and introduction emails, and will make available to you reports summarizing this sales activity. The form, content, frequency and method of delivery of the reports may vary from time to time in our sole discretion.
How and How Much Do I Get Paid?
We will pay you when your referrals from introduction emails or from Tagged Links purchase products and/or services from us. Referral fees are calculated based on a percent of the “Net Sales” from “Qualifying Purchases” made during a “Session”. The percent is specified in referral fee schedules to be established by us. “Net Sales” shall mean gross shipped sales from Qualifying Purchases less: Returns Postage, shipping and handling charges Sales, use or other like taxes
Note regarding “Cookies”: To keep track of Tagged Links, we use a small text file called a “cookie” that is placed on the hard drive of the visitor’s computer. Some web browsers permit users to elect not to receive cookies. Only visitors who accept cookies can be tracked for referral fees. You understand that no referral fee can be paid for any purchase made by a visitor who does not accept “cookies” or who has deleted our “cookies” during a session.
We will pay you on a recurring basis for as long as your referrals remain a customer of Guiding Metrics, according to this schedule:
- 20% commissions for first 3 clients
- 25% commissions thereafter
We shall pay you Referral Fees earned on the 15th of each month for the previous month’s sales. We shall provide you with reasonable detail for the calculation of such Referral Fee with each such monthly payment. Payments are made when commission balances reach $100.00.
If an order for which a Referral Fee was previously paid to you is refunded by us to a customer who purchased our products and services using the tracking link, we will deduct the corresponding amount of such Referral Fee related to such refunded order (“Referral Fee Refund”) from your next monthly Referral Fee payment, and if no monthly Referral Fee payment is due to you, then you shall pay the Referral Fee Refund to us within thirty days after our written request (which request shall include the details of such refunded order and related amounts) for such Referral Fee Refund. Payment will be made via PayPal.
Who Sets the Policies and Pricing for Customers?
Customers who buy products through this Program will be deemed to be our customers. Accordingly, all rules, policies, and operating procedures concerning customer orders, customer service and product sales from and by Guiding Metrics will apply to those customers. Also, the terms, conditions and policies of our site will apply to the visitors’ conduct and their rights and obligations while visiting our site. We have the right to change our policies and operating procedures at any time. For example, we will determine the prices to be charged for products sold under this Program in accordance with our own pricing policies.
Because product prices and availability may vary from time to time, we cannot permit you to include pricing or product descriptions on your site independent of the materials we provide in the Links. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product. You are responsible for periodically visiting, reviewing and becoming familiar with the terms and conditions sections of the GuidingMetrics.com site, which are incorporated into this Agreement by reference
Ownership and License
We hereby grant you a limited, non-exclusive, nontransferable, non-sub licensable, revocable right to use the graphic images and text we are providing to you solely for the purpose of creating links from your site to ours. You may not modify the graphic image or text, or any other of our images, in any way, or engage in “site framing” or similar processes.
We reserve all of our rights in the graphic image and text, any of our trade names, trademarks, domain names, copyrights trade dress and any other intellectual property rights. You agree to follow our guidelines for use of our trademarks, as those guidelines may change from time to time, in addition, you agree not to use our trademark in any search engine keyword optimization. We may revoke your license at any time by giving you written notice. You also agree that you shall use the Tagged Links only in order to link to our site and to promote your ability to do so pursuant to this Agreement.
You agree that you shall not present the Tagged Links or any images comprising them in combination with any other name or mark, in connection with your own goods or services, or in any manner that may suggest or imply that you or your goods or services are supplied by, sponsored by, endorsed by or affiliated with us.
You are Responsible for Your Site
You will be solely responsible for the development, operation and maintenance of your own website and for all materials that appear on your site. For example, you will be solely responsible for:
- The technical operation of your site and all related equipment and posting and maintaining links to our site.
- The accuracy and appropriateness of materials posted on your site
- Ensuring that materials posted on your site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights)
- Ensuring that materials posted on your site are not libelous or otherwise illegal We disclaim all liability for these matters.
Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, reasonable attorneys’ fees) relating to the development, operation, maintenance, and contents of your site.
How Long is the Term of this Agreement?
The term of this Agreement will begin upon our acceptance of your application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party notice of termination in accordance with the notice provision of this Agreement. Upon the termination of this Agreement for any reason you will immediately cease use of, and remove from your site, all links to our site, and all Guiding Metrics trademarks, trade dress and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program. You are only eligible to earn referral fees on Qualifying Purchases occurring during the term, and referral fees earned through the date of termination will remain payable only if the related orders are not canceled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.
Can this Agreement be Modified?
We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on our site. Modifications may include, for example, changes in the scope of available referral fees, referral fee schedules, payment procedures, and Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING THREE DAYS AFTER OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
What is the Legal Nature of our Relationship?
You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Section. This is a binding contract between you and us. By completing our application, you indicate your willingness to be bound by this Agreement.
Our Liability to You is Limited
We will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total referral fees paid or payable to you under this Agreement.
More “Fine Print”
We make no express or implied warranties or representations with respect to the Program or any products sold through the Program (including, without limitation, warranties of fitness, merchantability, non-infringement or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of our site or the links or Tagged Links will be uninterrupted or error-free, or will not be re-routed or “black holed.” As a result, we might temporarily be unable to capture information regarding Tagged Links. We will not be liable for the consequences of any such interruptions or errors. The Program is intended for commercial use only.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS OR MAINTAIN REFERRAL PARTNERS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
Notices to you are effective if provided in writing to the postal addresses, electronically to the e-mail address set forth in the application or if posted on our website. Notice to us may be given in writing to Guiding Metrics, 27 Radio Circle Drive, Suite 202, Mount Kisco, NY 10549, Attention Guiding Metrics Referral Partner Program; or by e-mail at info @ GuidingMetrics.com. This Agreement will be governed by the laws of the state of California without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in Los Angeles, California and you irrevocably consent to the jurisdiction of such courts. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns. Our failure to enforce performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.