Referral Partner Agreement

This Referral Partner Program Agreement (“Agreement”) is a binding legal contract between you (“Referral Partner”) and Liiingo, Inc (“Liiingo,” “we,” “us,” or “our”).

Liiingo’s Terms of Service Agreement and Privacy Policy are hereby incorporated by reference herein.

1. Liiingo Referral Partner Program

Liiingo operates liiingo.com on all platforms (the “Services”) and offers a Referral Partner Program (“Program”) through which approved Referral Partners are granted a revocable, limited, and non-exclusive right to lawfully advertise and promote Liiingo’s Services in a manner approved by Liiingo, and:

• Post approved graphic or textual hyperlinks to the Services;
• Direct users from the Referral Partner’s site to a URL designated by Liiingo; and
• Direct users to the Services via telephone and/or electronic correspondence.

Referral Partners may earn a commission (“Rewards”) in accordance with Section 6 for any product or service sold through the Services to any user resulting from a Qualifying Referral.

2. Approval

• Participation in the Liiingo Referral Partner Program is subject to Liiingo’s approval, in its sole discretion. Referral Partners must access the following link and submit the required information in order to apply to become an approved Referral Partner eligible to participate in the Liiingo Referral Partner Program and earn Rewards: Application Form.
  
• Liiingo will notify each prospective Referral Partner whether it has been approved. Referral Partner is not authorized to participate in the Liiingo Referral Partner Program unless approved in advance by Liiingo.

3. Term and Termination

• Liiingo or Referral Partner may terminate this Agreement at any time for any reason.
• For purposes of notification of termination, email is considered an immediate form of notification.
• Liiingo’s termination of this Agreement does not relieve Referral Partner any liability arising from any breach of the Agreement.
• Upon termination of this Agreement:
• • Referral Partner shall not be entitled to Rewards for Qualifying Referrals delivered after the date of termination;
  • Referral Partner shall be entitled only to unpaid Rewards earned by Referral Partner at the time of termination;
  • All rights and licenses granted to Referral Partner shall immediately terminate, and Referral Partner agrees to cease using all names, trademarks, service marks, logos, links, and other designations of Liiingo. 

4. Brand Standards and Licenses

• Referral Partner agrees to comply with Liiingo’s Brand Standards which can be accessed at https://app.box.com/s/acpsfn1gh6wx9na7l42inhxj9qrldx8h.
• Liiingo and Referral Partner shall retain all right, title, and interest in their names, logos, trademarks, service marks, trade dress, copyrights, and proprietary technology currently used and/or developed in the future. 
• Upon approval, Liiingo will provide Referral Partner the logos and graphics for links and will grant Referral Partner a limited, revocable, non-transferable, non-exclusive license during the term of this Agreement to post on Referral Partner’s sites that have been approved by Liiingo in advance, and to direct users to the Services in accordance with the provisions of this Agreement.
• Referral Partner agrees not to sublicense, assign, or transfer any such licenses, and any attempt by Referral Partner to sublicense, assignment, or transfer is void.

5. Usage Terms

Referral Partner agrees that it will comply with the following:

• The link between Referral Partner’s site and the Services must be a direct link with no pop-up windows or redirects.
• The link between the Referral Partner’s site and the Services may not be re-branded or co-branded by Referral Partner.
• The link between the Referral Partner’s site and the Services may not contain trojan horses, worms, spyware, viruses, or other harmful programming.
• Referral Partner will only earn Rewards for activity on the Services that happens directly through approved submission channels. 
• Referral Partner links are based on first click attribution. The Rewards will go to the Referral Partner whose referral link the individual clicked first, not last. 
• Self-referrals are not allowed.
• Referral Partner will not copy, distribute, modify, reverse engineer any of Liiingo’s links or content, or create derivative works thereof.
• Referral Partner will not alter Liiingo’s Services in any way.
• Referral Partner will not include Liiingo’s trademarks or service marks in the domain name(s) of Referral Partner’s site.
• If making a Qualified Referral, contact a Liiingo team member or send electronic correspondence to partners@liiingo.com.

6. Rewards

• In order to receive Rewards  from a Qualifying Referral via telephone or electronic correspondence, Referral Partner agrees to provide notice to Liiingo, including the name of the individual or entity referred, within five (5) business days from the date of the Qualifying Referral. 
• Referral Partner Rewards percentages will be paid based on the level of engagement during the sales process. Referral Partners receive:
• • 5% of the User Subscription for providing a referral that signs up without participating in the sales process.
  • 10% of the User Subscription for providing a referral that signs up while helping Liiingo staff successfully complete the sales process.
  • 15% of the User Subscription for signing a referral up for Liiingo services without engaging Liiingo staff in the sales process.

3. Monthly User Subscriptions Rewards. For monthly subscriptions sold through the Services to any user through a Qualifying Referral from an approved Referral Partner, Referral Partner will earn a variable commission percentage each month, as outlined in 6(b), while the user has an active subscription for a period of one (1) year from the date of the first Rewards payment.
4. Annual User Subscriptions Rewards. For annual subscriptions sold through the Services to any user through a Qualifying Referral from an approved Referral Partner, Referral Partner will earn a variable Rewards percentage, as outlined in 6(b), in the form of a one-time payment. 
5. Payment Date of Rewards. Rewards are payable to the Referral Partner on the 15th of the first month of each quarter following the received payment from the User Subscription.
6. Referral Partner agrees that all agreements relating to sales to users will be between Liiingo and the user. 
7. All determinations Liiingo makes of Qualifying Referrals and Rewards due to Referral Partner are final and binding.
8. Only Referral Partners approved by Liiingo at the time of receipt of a user purchase will be eligible for payment under this Agreement.
9. As independent contractors, Referral Partners are solely responsible for any and all taxes and/or other fees or obligations associated with the receipt of payment under this Agreement. 

7. Account Passwords

• If Referral Partner has a site, the site must have bona fide content and may not use or employ domain names which are similar to Liiingo’s trademarks, service marks, or the Services. Referral Partner’s site may not incorporate any of the trademarks or service marks as metatags on any pages on Referral Partner’s site. Referral Partner may not use search engine placements based on Liiingo’s trademarks, service marks, or domain names based on misnomers, pseudonyms, misspellings, typos, or similar phonics relating to Liiingo’s trademarks, service marks, or the Services.
• Referral Partner agrees not to:
• • Make or publish any statement, claims, representation, or warranty about Liiingo’s products or services which could be deemed to be a binding offer, obligation, or guarantee by Liiingo;
  • Misrepresent the products or services provided by Liiingo or the Services;
  • Imply an affiliation or relationship with Liiingo, other than that of advertiser;
  • Solicit users via telemarketing;
  • Solicit users via pop-up ads; or
  • Provide cash or other in-kind payments to users as an incentive to complete an action on the Services. 

3. Referral Partner represents and warrants:
4. • Referral Partner has established and implemented practices and procedures, and a reasonable monitoring system to ensure that its site and/or advertising practices are in full compliance with all federal, state, and local laws and regulations, including but not limited to, the Federal Trade Commission Act, the CAN-SPAM Act of 2003, and the Federal Telemarketing Sales Rules.
   • Referral Partner will immediately notify Liiingo in writing if it receives any complaints or notices from any governmental agency (including any third-party claims asserted in state or federal courts) referencing a violation of any federal, state, and local laws and regulations. 
   • Referral Partner will indemnify, defend, and hold harmless Liiingo from any and all third-party claims resulting or arising from Referral Partner’s acts or omissions.

8. Compliance with Federal Trade Commission ("FTC") Act

• Pursuant to Section 5 of the FTC Act and the FTC Guides Concerning the Use of Endorsements and Testimonials in Advertising, Referral Partner agrees to include the following disclosures on the following platforms:
• • Twitter / Facebook / Instagram / Snapchat: When Referral Partner posts Qualifying Referrals or other content approved by Liiingo on Twitter, Facebook, Instagram, Snapchat, or other social media platforms, the post must include either the word, “Ad,” or “Sponsored,” at the beginning of the post to disclose that Referral Partner may receive compensation from endorsing Liiingo’s products or services.
  • Blog: When Referral Partner posts a Qualifying Referral or other content approved by Liiingo on a blog, Referral Partner must include the following disclosure, clearly and conspicuously, at the top of the blog post containing the Qualifying Referral or other content: “Disclosure: I am a Liiingo Referral Partner and receive compensation when you buy products or services from the referral links below.”
  • Site: When Referral Partner posts a Qualifying Referral or other content approved by Liiingo on its site, Referral Partner must include the following disclosure, clearly and conspicuously, at the top of the page that includes the Qualifying Referral or other content: “Disclosure: I am a Liiingo Referral Partner and receive compensation when you buy products or services from the referral links below.”
  • Online Reviews: When Referral Partner posts a Qualifying Referral or other content approved by Liiingo on a review site, Referral Partner must include the following disclosure, clearly and conspicuously, at the beginning of the review that contains the Qualifying Referral or other content: “Disclosure: I am a Liiingo Referral Partner and receive compensation when you buy products or services from the referral links below.”
  • Other Platforms: When Referral Partner posts a Qualifying Referral or other content approved by Liiingo on other platforms, Referral Partner must include the following disclosure, clearly and conspicuously, as close as possible to the Qualifying Referral or other content: “Disclosure: I am a Liiingo Referral Partner and receive compensation when you buy products or services from the referral links below.”

2. Referral Partner agrees that disclosures relating to Qualifying Referrals or other content approved by Liiingo must conform with the following general disclosure requirements pursuant to the FTC Guides Concerning the Use of Endorsements and Testimonials in Advertising:
3. • Frequent: Disclosures must appear on any page that has a review, recommendation, comment, post, endorsement, or article that promotes a product or service for which Referral Partner receives compensation. 
   • Clear: It must be immediately clear that Referral Partner receives compensation for the review, recommendation, comment, post, endorsement, or article that promotes a product or service for which Referral Partner receives compensation. 
   • Conspicuous: Disclosures must be clear, easy to see, begin with the word, “Disclosure,” and require no scrolling in order to find. For the disclosure to be considered clear, the font should be: a) at least as large as the main text on the page; b) in a color other than black or gray; c) in contrast with both its background and the main text; and d) darker than its background or the main text.
   • Require No Action: Disclosures must be immediately evident to a typical user that Referral Partners receive compensation for the review, recommendation, comment, post, endorsement, or article that promotes a product or service. 
   • More information about the FTC disclosure requirement is available at: a) Guides Concerning the Use of Endorsements and Testimonials in Advertising; b) The FTC’s Revised Endorsement Guides: What People are Asking; and c) Dot Com Disclosures: Information About Online Advertisings.

9. Warranty Disclaimer

YOU AGREE THAT YOUR USE OF THE SERVICES OR THE PRODUCTS AND SERVICES AVAILABLE THEREIN SHALL BE AT YOUR SOLE RISK. THE WEBSITE, CONTENT, USER SUBMISSIONS, AND ANY PRODUCTS OR SERVICES AVAILABLE ON THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, AND LIIINGO, ITS MANAGERS, MEMBERS, EMPLOYEES, LICENSORS, SUPPLIERS, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LIIINGO MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICE’S CONTENT OR THE CONTENT OF ANY SITES LINKED TO THE SERVICES AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES AND THE PRODUCTS AND SERVICES AVAILABLE THEREIN, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES. LIIINGO DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR ANY HYPERLINKED WEBSITE FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND LIIINGO WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

10. Limitation of Liability

IN NO EVENT SHALL LIIINGO, ITS MANAGERS, MEMBERS, EMPLOYEES, LICENSORS, SUPPLIERS, OR AGENTS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICES, CONTENT, USER SUBMISSIONS OR THE PRODUCTS AND SERVICES AVAILABLE ON THE SERVICES. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

YOU AGREE THAT THE MAXIMUM TOTAL LIABILITY OF LIIINGO, ITS MANAGERS, MEMBERS, EMPLOYEES, LICENSORS, SUPPLIERS, OR AGENTS TO YOU FOR ANY CLAIM UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE ACTUAL TOTAL AMOUNT RECEIVED BY LIIINGO FROM YOU TO ACCESS THE SERVICES AND/OR USE THE SERVICES. IF YOUR USE OF THE SERVICES, AND/OR ANY LIIINGO GOODS OR SERVICES, RESULTS IN THE NEED FOR SERVICING, REPAIR, OR CORRECTION OF EQUIPMENT OR DATA, YOU ASSUME ALL COSTS THEREOF. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

11. Marketing Committment

You agree to defend, indemnify and hold harmless Liiingo, its managers, members, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Services; (ii) your violation of any term of this Agreement; (iii) your violation of any third-party rights, including without limitation any intellectual property, property, or privacy right; or (iv) any claim that one of the Qualifying Referrals caused damage to a third party or to Liiingo. This defense and indemnification obligation will survive this Agreement and your termination of use of the Services.

12. Miscellaneous

• Amendments and Waivers. Any term of this Agreement may be amended or waived only with the written consent of Liiingo.
• Entire Agreement. This Agreement constitutes the entire agreement of the parties and supersedes all oral negotiations and prior writings with respect to the subject matter hereof.
• Choice of Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Idaho, without giving effect to the principles of conflict of laws.
• Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith.  In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.
• AGREEMENT TO ARBITRATE. This section applies to any dispute EXCEPT IT DOES NOT INCLUDE A DISPUTE RELATING TO CLAIMS FOR INJUNCTIVE OR EQUITABLE RELIEF REGARDING THE ENFORCEMENT OR VALIDITY OF YOUR OR LIIINGO’S INTELLECTUAL PROPERTY RIGHTS. The term “dispute” means any dispute, action, or other controversy between you and Liiingo concerning this agreement, whether in contract, warranty, tort, statute, regulation, ordinance, or any other legal or equitable basis. “Dispute” will be given the broadest possible meaning allowable under law.
• • Notice of Dispute.  In the event of a dispute, you or Liiingo must give the other a Notice of Dispute, which is a written statement that sets forth the name, address, and contact information of the party giving it, the facts giving rise to the dispute, and the relief requested. You must send any Notice of Dispute via email to: connect@liiingo.com. Liiingo will send any Notice of Dispute to you by U.S. Mail to your address if we have it, or otherwise to your email address. You and Liiingo will attempt to resolve any dispute through informal negotiation within sixty (60) days from the date the Notice of Dispute is sent. After sixty (60) days, you or Liiingo may commence arbitration.
  • Binding Arbitration.  If you and Liiingo don’t resolve any dispute by informal negotiation, any other effort to resolve the dispute will be conducted exclusively by binding arbitration as described in this section. You are giving up the right to litigate (or participate in as a party or class member) all disputes in court before a judge or jury. The dispute shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. The arbitration will be conducted in Boise, Idaho, and judgment on the arbitration award may be entered into any court of competent jurisdiction. The award of the arbitrator will be final and binding upon the parties without appeal or review except as permitted by Idaho law. Either party may seek any interim or preliminary injunctive relief from any court of competent jurisdiction, as necessary to protect the party’s rights or property pending the completion of arbitration. Any and all legal, accounting, and other costs, fees, and expenses incurred by the prevailing party (whether in binding arbitration, or litigation in the case of claims for injunctive or equitable relief as stated in Section 12(e) of this Agreement) shall be borne by the non-prevailing party.
  • Prohibition of Class and Representative Actions and Non-Individual Actions.  You and Liiingo agree that either may bring claims against the other only on an individual basis and not as part of any purported class or representative action or proceeding unless both you and Liiingo agree otherwise. The arbitrator may not consolidate or join more than one person’s or party’s claims and may not preside over any form of a consolidated, representative or class proceeding. Also, the arbitrator may award relief (including monetary, injunctive and declaratory relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party’s claim(s). Any relief awarded cannot affect other customers of Liiingo.

6. Independent Contractor.  Participation in the Liiingo Referral Partner Program does not constitute an employment relationship nor does it create any partnership, joint venture, franchise, or sales relationship between the parties.

13. Contact Us

If you have questions about this Agreement, please contact us at partners@liiingo.com.