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:

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

3. Term and Termination

4. Brand Standards and Licenses

5. Usage Terms

Referral Partner agrees that it will comply with the following:

6. Rewards

  1. 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.
  2. 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. 
  3. Payment Date of Rewards. Rewards are payable to the Referral Partner on the 15th of the last month of each quarter.
  4. Referral Partner agrees that all agreements relating to sales to users will be between Liiingo and the user. 
  5. All determinations Liiingo makes of Qualifying Referrals and Rewards due to Referral Partner are final and binding.
  6. Only Referral Partners approved by Liiingo at the time of receipt of a user purchase will be eligible for payment under this Agreement.
  7. 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

  1. Referral Partner represents and warrants:
    • 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

  1. 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:
    • 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

  1. 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