Referral Agreement

This Referral Agreement (the “Agreement”) is entered into by and between You (as defined below) and Continuous Compliance, LLC dba FutureFeed, with a principal place of business of 936 Fell Street, Baltimore, MD 21231 (the "Company").

1. Overview
   1. This Referral Agreement (the “Agreement”) defines the Company's Referral Program and governs Your participation therein.
   2. BY ACCEPTING THIS AGREEMENT, AS EVIDENCED BY (i) SIGNING AND RETURNING A COPY OF THIS AGREEMENT, (ii) CLICKING A BOX INDICATING ACCEPTANCE, OR (iii) SUBMITTING A REFERRAL VIA THE REFERRAL FORM MORE THAN TEN (10) CALENDAR DAYS AFTER THE MOST RECENT REVISION DATE (DEFINED BELOW), YOU AGREE TO THE TERMS OF THIS AGREEMENT AND ANY CONTACTS SUBMITTED BY YOU UNDER THIS REFERRAL AGREEMENT SHALL BE SUBJECT TO THE MOST RECENT VERSION OF THIS AGREEMENT.
   3. Click here to contact us if you have a question about this Agreement. For an overview of how this Agreement fits in with our other documents (e.g., our Terms of Use or our Privacy Policy), please see our Legal page.
   4. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THE TERMS AND CONDITIONS IN THIS AGREEMENT, IN WHICH CASE THE TERM “YOU” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT MAY ONLY ENTER INTO THE AGREEMENT ON AN INDIVIDUAL BASIS AND THAT INDIVIDUAL IS REFERRED TO HEREIN AS "YOU".
2. Definitions
   1. Direct Customer: An individual or organization which purchases one or more Subscriptions directly from the Company, rather than through a Partner.
   2. Partner: An individual or organization which applies for and is admitted to the FutureFeed Partner Program.
   3. Referral Period: 1 year from the date an Introduction to a new FutureFeed Partner is made, and 90 days from the date an Introduction is made to a new Direct Customer.
   4. Referral Percentage: Five percent (5%)
   5. Referral Fee Period(s): December 16 of the prior year through June 15 of the current year, and June 16 of the current year through December 15 of the current year.
   6. Referral Form: the form which can be found here.
   7. Additional defined terms are provided inline below (typically in quotes and bold, for easy identification).
   8. In addition to the terms defined above and herein, this Agreement includes terms defined in our Definitions page, which is incorporated herein by reference in its entirety.
   9. In the event of a conflict between definitions in this Agreement and the Definitions page, the definitions in this Agreement shall control, but only with respect to this Agreement.
3. Referral Program
   1. This Referral Program is distinct from and not related to the Company's Partner Program. If you participate in the Company's Partner Program, you may only provide referrals for Partners.
   2. Any references to You as a “Partner” herein are for convenience only and not intended to, nor do they, connote additional rights or responsibilities on You aside from those defined in this Agreement with respect to the Referral Program.
   3. The Company has created a referral program, defined in this Agreement and referred to herein as the “Referral Program”, whereby You may, at Your sole discretion, refer certain of Your contacts, customers, and other third parties (each a “Contact” and collectively the “Contacts”) to the Company for the purpose of allowing the Company to sell products and/or services to such Contact (a “Potential Transaction”). When a Contact enters into a Partner Agreement, contract, subscription, or other agreement with the Company that is associated with a Potential Transaction, that Potential Transaction becomes a “Finalized Transaction”.
   4. Upon your submission of the contact information for the Contact via the Company's Referral Form (you can also find the link on our Legal Page) (hereinafter an “Introduction”), the Company shall accept or reject such Introduction in writing (which shall include via E-mail) within ten (10) business days. The Company's decision to accept or reject an Introduction is solely at the Company's discretion, but shall be based on good faith and legitimate business reasons, such as, without limitation, the Contact associated with the Introduction is: previously known to the Company (e.g., the Contact is a current or former client; an individual or entity with whom the Company is already in active discussions; an entity with whom the Company had contact in the twelve (12) months prior to the date the Introduction is made); or the Company otherwise does not believe that such Contact represents a viable sales opportunity.
   5. Upon acceptance by the Company of an Introduction, the applicable Contact shall be deemed a “Referral”.
4. Payment and Reports
   1. If You do not participate in the Company's Partner Program, You shall be entitled to a fee (a “Referral Fee”) for the net value of new Subscriptions in each Finalized Transaction (i.e., the total value of the Finalized Transaction minus the fees associated with any training, Subscription renewals, professional services, third-party products or services, or other fees not directly tied to a new Subscription and minus any downgrades or other reductions in the value of the Finalized Transaction that may occur within the Referral Period) which is finalized within the Referral Period (the “Net Value”). The amount of each Referral Fee shall be calculated as the Referral Percentage multiplied by the Net Value of the Finalized Transaction.
   2. If You participate in the Company's Partner Program, You shall be entitled to a fee (a "Referral Fee") for the net value of the first new Subscription in a Finalized Transaction (i.e., , the total value of the Finalized Transaction minus the fees associated with any training, Subscription renewals, professional services, third-party products or services, or other fees not directly tied to a new Subscription and minus any downgrades or other reductions in the value of the Finalized Transaction that may occur within the Referral Period) which is finalized within the Referral Period (the “Net Value”). The amount of each Referral Fee shall be calculated as the Referral Percentage multiplied by the Net Value of the Finalized Transaction.
   3. The Company shall remit payment to You for the Referral Fee within sixty (60) days of the close of each Referral Fee Period(s). The payment shall cover all payments due to you for the Referral Fee Period minus any adjustments for cancellations or other changes to an existing Subscription that occur after the prior Referral Fee Period.
   4. By way of example only:
      1. If:
         1. You do not participate in the Partner Program;
         2. The Referral Fee is three percent (3%);
         3. You submit Mavis's Machine Shop as a Referral on December 31, 2022;
         4. Mavis's Machine Shop places a Subscription order on March 1, 2023 that has a Net Value of $2,000;
      2. Then you will be entitled to a Referral Fee of 3% of $2,000 = $60 and the Company should pay you for the Referral Fee no later than August 15, 2023.
   5. As a further example:
      1. If:
         1. You do not participate in the Partner Program;
         2. The Referral Fee is three percent (3%);
         3. The Referral Period is 12 months;
         4. You submit Marvin's IT Emporium as a Referral on December 17, 2022;
         5. Marvin's IT Emporium enters into a Partnership Agreement with the Company on December 24, 2022.
         6. Marvin's IT Emporium places subscription orders for Marvin's clients on:
            1. March 1, 2023, having a Net Value of $2,000;
            2. April 2, 2023, having a Net Value of $2,000;
            3. May 3, 2023, having a Net Value of $2,000;
            4. November 10, 2023, having a Net Value of $2,000; and
            5. December 24, 2023, having a Net Value of $2,000.
      2. Then the Company will issue a Referral Fee payment to you of 3 x 3% x $2,000 = $180 no later than August 15, 2023. In addition, the Company will issue a Referral Fee payment to you of 1 x 3% x $2,000 = $60 no later than February 15, 2024. Marvin's December 24, 2023, subscription will not qualify for a Referral Fee payment because it was placed after the expiration of the Referral Period.
   6. As a further example:
      1. If:
         1. You participate in the Partner Program;
         2. The Referral Fee is three percent (3%);
         3. The Referral Period is 12 months;
         4. You submit Marvin's IT Emporium as a Referral on December 17, 2022;
         5. Marvin's IT Emporium enters into a Partnership Agreement with the Company on December 24, 2022.
         6. Marvin's IT Emporium places subscription orders for Marvin's clients on:
            1. March 1, 2023, having a Net Value of $2,000; and
            2. April 2, 2023, having a Net Value of $2,000.
      2. Then the Company will issue a Referral Fee payment to you of 1 x 3% x $2,000 = $60 no later than August 15, 2023.
5. Responsibilities
   1. You will use only the Company's website and other promotional materials furnished by the Company (collectively the “Materials”) in describing the Company’s products and services.
   2. You will not quote any prices or service specifications except those expressly listed on or in the corresponding Materials. You are not authorized to make any commitments on the Company's behalf or to modify or set pricing or other terms for any of the Company's products or services.
   3. Nothing in this Agreement will be construed or interpreted as committing or guaranteeing any level of Referrals by You to the Company or any fees to You from the Company. This Agreement is not exclusive and either Party may enter into similar agreements with other parties.
   4. You will provide the Company with reasonable assistance in the sales cycle (such as, without limitation, participating in joint sales calls, lead referrals, and introductions to Contacts).
   5. The Parties may, from time to time during the term of this Agreement, engage in jointly agreed upon marketing activities which promote the goals of this Agreement or the other Party’s products or services. Those activities may include, without limitation, providing a copy of the other Party’s customer list, participating in case studies, making press announcements, and creating collateral. Neither Party will issue a press release, statement, or create material under this Agreement, or which describes the relationship between the Parties, without the prior written consent of the other Party.
6. Confidentiality
   1. Each Party acknowledges that, in the course of its performance under this Agreement, it may obtain certain information relating to the other party’s business which is confidential or proprietary information of the other Party and is not generally known to the public, including, without limitation, technical and business information relating to the other Party’s technology, products, research and development, production, manufacturing and engineering processes, computer software, business plans, finances, customers and employees (collectively, “Confidential Information”). All Confidential Information, whether oral or written, shall be appropriately designated or marked (i.e., with “Proprietary”, “Confidential” or other such markings) at the time of disclosure. Furthermore, for any oral disclosures, the disclosing Party shall provide to the receiving Party a synopsis of the Confidential Information within thirty (30) days of the disclosure.
   2. The receiving Party shall protect and treat all of the disclosing Party’s Confidential Information in a manner consistent with the way the receiving Party handles its own confidential information, and with not less than a commercially reasonable standard of care consistent with the sensitivity of the disclosing Party’s Confidential Information.
   3. All Confidential Information shall remain the sole property of the disclosing Party and the receiving Party shall have no rights in or to the Confidential Information of the disclosing Party, except as otherwise provided in this Agreement.
   4. The receiving Party agrees that it will not use any Confidential Information of the disclosing Party and will not disclose any Confidential Information of the disclosing Party to any third party, except as permitted by this Agreement. Any deviation from the terms of this Agreement regarding the use of the disclosing Party’s Confidential Information must be expressly agreed to in writing by the disclosing Party prior to such deviation.
   5. The disclosing Party hereby consents to the disclosure of its Confidential Information to the employees, consultants, and agents of the receiving Party as is reasonably necessary to allow the receiving Party to exercise its rights under, and to obtain the benefits of, this Agreement.
   6. Notwithstanding any other provision of this Agreement, information shall not be deemed Confidential Information, and the receiving Party shall have no confidentiality obligation, with respect to any information which (i) was possessed or known by the receiving Party prior to its receipt from the disclosing Party; (ii) is or becomes publicly known through no act or omission of the receiving Party; (iii) is received by the receiving Party without restriction on disclosure from a third party who disclosed the information without violating any confidentiality restriction, or (iv) is independently developed by the receiving Party without reference to the Confidential Information and without violation of any confidentiality restriction. Each Party is permitted to disclose Confidential Information if pursuant to statute, regulation, or the order of a court of competent jurisdiction, provided the receiving Party divulges only so much of the Confidential Information as is necessary, only to the party or parties as it may be required to and notifies the disclosing Party prior to such disclosure with sufficient time to take appropriate protective measures.
7. Trademarks
   1. Each Party hereby grants to the other Party a limited, nonexclusive license to use such Party’s trademarks as may be provided by it solely for purposes of identifying its Party’s products or services in connection with the exercise of rights under this Agreement. You will use the Company's trademarks solely in connection with its activities under this Agreement and solely in accordance with the Company's usage guidelines as set forth on the Company's legal page (e.g., https://futurefeed.co/legal or other such page as the Company may provide in the future).
8. Term
   1. The term of this Agreement shall be one (1) year from the date hereof and shall automatically renew for additional one (1) year terms. Either Party may terminate this Agreement at any time immediately upon written notice, provided that termination shall not relieve the Company of any obligations it has pay any fees earned by You hereunder. In addition, either Party may terminate this Agreement for cause if the other Party breaches this Agreement and does not sure cure such breach within 30 days of receiving notice of breach, provided that for breaches of the confidentiality and trademark license provisions, no advance notice or opportunity to cure will be required prior to termination. Each Party shall immediately cease using and either destroy or return, at the disclosing Party’s sole discretion, all property in its possession belonging to the other Party, including without limitation all tangible embodiments of Confidential Information.
9. Warranties/Limitation of Liability
   1. In its performance of this Agreement each Party shall comply with all applicable laws, regulations, rules, orders and other requirements, now or hereafter in effect, of any applicable governmental authority (domestic or foreign), including but not limited to those governing consumer transactions, advertising or marketing practices.
   2. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE WARRANTIES AND THE REMEDIES SET FORTH IN THIS SECTION ARE EXCLUSIVE AND EACH PARTY HEREBY WAIVES, RELEASES AND DISCLAIMS ALL OTHER WARRANTIES OBLIGATIONS AND LIABILITIES AND ALL OTHER REMEDIES, RIGHTS AND CLAIMS, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY: (A) IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (B) IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE; OR (C) ANY OBLIGATION, LIABILITY, RIGHT, REMEDY OR CLAIM IN TORT, NOTWITHSTANDING ANY FAULT, NEGLIGENCE, STRICT LIABILITY OR PRODUCT LIABILITY OF A PARTY (WHETHER ACTIVE, PASSIVE OR IMPUTED.
   3. NEITHER PARTY SHALL BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF USE, REVENUE, OR PROFIT, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR FOR ANY DAMAGES IN EXCESS OF THE REFERRAL FEES PAID OR OWED BY THE COMPANY HEREUNDER.
10. Miscellaneous Provisions
    1. Survival/Temporal Claim Limitations - Each party’s rights and obligations pursuant to Confidentiality and any other section that by its nature is intended to survive termination shall survive the termination of this Agreement. Neither party will bring a legal action against the other more than two years after the cause of action arose, unless otherwise provided by local law without the possibility of contractual waiver.
    2. Governing Law and Venue - This Agreement shall be governed by, construed and enforced in accordance with, the substantive laws of the State of Maryland. Any civil action or legal proceeding arising out of or relating to this Agreement shall be brought only in the courts of record of the State of Maryland in Baltimore City or the United States District Court, District of Maryland. Each Party consents to the exclusive jurisdiction of such court in any such civil action or legal proceeding and waives any objection to the laying of venue of any such civil action or legal proceeding in such court and/or the right to bring an action or proceeding in any other court. Service of any court paper may be effected on such Party by mail, as provided in this Agreement, or in such other manner as may be provided under applicable laws, rules of procedures or local rules.
    3. Entire Agreement – This Agreement is the complete and exclusive statement of the agreement between the Parties and supersedes all prior proposals, understandings, negotiations, and other agreements, oral or written, between the parties. This Agreement cannot be modified or altered except by a written instrument duly executed by an authorized representative of both Parties.
    4. Severability – If any provisions of this Agreement shall be held to be invalid, illegal, or otherwise unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired, and the provision that is held to be invalid, illegal, or unenforceable shall remain in effect as far as possible in accordance with the intention of the Parties.
    5. Injunctive Relief – The provisions of this Agreement are necessary for the protection of each Party’s business and are considered by each of them to be reasonable for such purpose. Each Party agrees that any breach of this Agreement will cause the other Party substantial and irreparable damages and, therefore, in the event of any such breach, in addition to other remedies which may be available, the non-breaching Party shall have the right to see injunctive relief.
    6. No Waiver - The failure of either Party to exercise any right provided for under this Agreement shall not be deemed a waiver of any such right.
    7. No Partnership or Agency – Each Party shall be deemed an independent contractor of the other in performing this Agreement. This Agreement, the relations between the Parties hereby established, and the use of the word “Partner” throughout do not constitute a partnership, joint venture, agency or contract of employment between them, or any other similar relationship.
    8. Assignment – Subject to the following sentence, neither Party may assign its rights and obligations under or transfer any of its interest in this Agreement, without the prior consent of the other Party. Notwithstanding the foregoing, either Party may assign this Agreement or transfer any of its interest to any affiliate of such Party, to a purchaser of all or substantially all of such Party’s assets, to a successor in interest of such Party or as part of a corporate reorganization, consolidation or merger. This Agreement and each of the provisions hereof shall inure to the benefit of and be binding upon the Parties and their respective successors, administrators and permitted assigns.
    9. Notices - All notices or other communication permitted or required under this Agreement shall be in writing and shall be personally delivered, sent by registered or certified mail (postage prepaid) or by overnight courier, to the address set forth on the first page of this Agreement. Any notice shall be effective upon the earlier of receipt or three (3) days after deposit in the mail or with a courier service. Either Party may from time to time change such address or number by giving the other Party notice of such change in accordance with this Agreement.

Version: 2023.03a

Revision History:
2023.03a - 2023-MAR-20 - Added the ability for existing Partners to earn Referral Fees for referring other potential partners. Also Corrected the sample company name in the example in 4.4.

2023.02b - 2023-FEB-21 - Updated the Referral Period definition and added conforming amendments
2023.02a - 2023-FEB-13 - Initial public version