Jellyfish Independent Contractor Referral Agreement
This Independent Contractor Referral Agreement (“Agreement”) is entered into by and between Accucode, Inc., a Colorado Corporation (“Accucode”), and Independent Contractor, and is effective as of the date Independent Contractor clicks the check box presented with this Agreement (the “Effective Date”).
The purpose of this Agreement is to permit Independent Contractor to refer potential Jellyfish supplier Customers to Accucode and thereby receive a referral fee on the terms specified herein. This Agreement does not cover sales of other Accucode products and services. It is understood that Independent Contractor is acting as a finder only and shall have no authority to enter into any agreements, obligations or commitments on Accucode’s behalf, or to negotiate the terms of potential Customer agreements on behalf of Accucode.
1.1 “Agreement” means this Jellyfish Independent Contractor Referral Agreement which contains the terms and conditions governing participation in the Accucode Jellyfish Independent Contractor Referral Program (the “Program”).
1.2 “Consulting Services” means collectively, duties related to sales and business development activities.
1.3 “Customer” means the entity identified as the “Company” on the applicable order. Customers who buy services through this Program will be deemed to be Accucode’s Customers. Accordingly, all of Accucode’s rules, policies, and operating procedures concerning customer orders, customer service, and service sales will apply to those Customers. Accucode may change its policies and operating procedures at any time.
1.4 “Independent Contractor” means the applicant, collectively referred to as “you” or “your” throughout this document.
1.5 “Referral” means you will suggest the offering on Accucode’s behalf, but the pre-sales process and financial transaction is completed directly between the Customer and Accucode. Accucode will take responsibility for the delivery of the products and services to the Customer, as well as billing the Customer and collection from the Customer.
2. Account Terms
You must be 18 years or older to be part of this Program. You must be a human. Accounts registered by “bots” or other automated methods are not permitted. You must provide your full legal name, a valid email address, and any other information requested in order to complete the signup process. You may not use the Program for any illegal or unauthorized purpose. You must not, in the use of the Program, violate any civil or criminal laws in your jurisdiction (including but not limited to copyright laws). You must be in good standing with Accucode (not on credit hold, etc.).
3.1 Enrollment. To begin the enrollment process, you must submit a complete and accurate Agreement. You must identify your website in the Agreement.
3.2 Right to Terminate. Your Agreement may be initially accepted, but Accucode may terminate your Agreement at a later time if it determines that your materials, including but not limited to, your website, marketing materials, or verbal representations are unsuitable. Unsuitable materials include those that (a) Promote or contain sexually explicit materials; (b) Promote violence or contain violent materials; (c) Promote or contain libelous or defamatory materials; (d) Promote discrimination, or employ discriminatory practices, based on race, sex, religion, nationality, disability, sexual orientation, or age; (e) Promote or undertake illegal activities; (f) Include any trademark of Accucode or its affiliated companies or a variant or misspelling of a trademark of Accucode or its affiliated companies in any domain name (for example, a domain name such as <accucode.info> or <accucod.com> would be unsuitable); (g) Include any trademark of Accucode or its affiliated companies in any username, group name, or other identifier on any social networking website (for example, a username such as “Accucode” registered on a social networking site such as Twitter or Facebook would be unsuitable); or (h) Otherwise violate intellectual property rights.
3.3 Accurate Information. You will ensure that the information in the Agreement and otherwise associated with your account, including your email address and other contact information and identification of your website, is at all times complete, accurate, and up-to-date. Accucode may send notifications (if any), approvals (if any), and other communications relating to the Program and this Agreement to the email address then-currently associated with your Program account. You will be deemed to have received all notifications, approvals, and other communications sent to that email address, even if the email address associated with your account is no longer current.
4.1 Referral Program. Independent Contractor will receive a referral fee only after the Customer has paid their bill in full. Recurring referral fees are paid every month, starting on the second month, after the Customer has made their first monthly payment. Each month, Independent Contractor will receive a statement that details all Customer billings and payments for the period. Independent Contractor will receive a check each month for the referral fees earned within thirty (30) days after the Customer has made their payment to Accucode. Referral fees are only earned if a Customer makes a payment.
4.2 Referral Fee Structure. A referral fee will be paid according to the following terms: (a) 10% of sales revenue for order transaction fees that are billed to supplier Customers who are referred to Accucode by Independent Contractor; (b) All referral fee payments will be adjusted for previous refunds or Customer credits issued; and (c) Referral fees are paid during the last payroll cycle of each month. Independent Contractor will receive a referral fee only after Customer has paid their bill in full.
4.3 Notification of Referral Fee Structure Change. Accucode will notify Independent Contractor thirty (30) days prior to a referral fee structure change. Referral fees earned under the structure in place prior to the change will be paid under the previous structure. Referral fees earned under the revised structure will be paid under the revised structure.
4.4 Payment. You will be paid approximately every thirty (30) days. Referral fees are paid only by check. Accucode cannot do direct deposit, place a credit on a credit card, or send cash. You are required to provide a current mailing address to receive referral fee payments. If you have not added a mailing address to your account, you will not be paid until you have added one.
4.5 Tracking. Accucode will only pay referral fees on leads that are automatically tracked and reported by Accucode’s system. Accucode will not pay referral fees if someone says they signed up or someone says they entered a referral code if it was not tracked by Accucode’s system. Accucode can only pay referral fees on business generated through properly submitted Independent Contractor leads that were automatically tracked by Accucode’s system.
4.6 Eligibility. To be eligible to earn a referral fee, you must generate at least one new paying Customer account every twelve (12) months. If twelve (12) months pass prior to you generating a new paying Customer account, you will stop earning referral fees on all of your existing accounts. Once a new Customer account signs up under your account and pays a bill, monthly referral fees will resume for all of your accounts. Referral fees will not be paid retroactively for months that you were not eligible to receive a referral fee.
4.7 Limitations. You may not purchase services through your Independent Contractor account for your own use. Such purchases may result (at Accucode’s sole discretion) in the withholding of referral fees and/or the termination of this Agreement.
4.8 Disqualification. Accucode reserves the right to disqualify referral fees earned through fraudulent, illegal, or overly aggressive or questionable sales and/or marketing methods.
4.9 Discretion. Accucode, in its sole discretion, shall have the option to enter into, or decline to enter into, an agreement with any potential Customer. In the event Accucode declines, for any reason, to enter into an agreement with any potential Customer, Accucode shall have no obligation to Independent Contractor under this Agreement or otherwise with respect to such potential Customer. In the event a referral of a potential Customer is disputed among one or more Independent Contractors who are referring business, Accucode alone shall determine which party, based solely on who first provided it with written notice of such potential Customer, is entitled to a referral fee, if any, with respect to such potential Customer.
If Accucode provides a refund or credit to a referred Customer, this refund or credit will also be applied at the corresponding percentage to the related Independent Contractor account.
6. Identifying Yourself as an Agent
You may not in any manner misrepresent or embellish the relationship between Accucode and you, say you develop Accucode’s services, say you are part of Accucode or its affiliated companies or a part of the agent service team, or express or imply any relationship or affiliation between Accucode and you or any other person or entity except as expressly permitted by this Agreement (including by expressing or implying that Accucode supports, sponsors, endorses, or contributes money to any charity or other cause). Independent Contractor may not hold itself out as an agent of Accucode or its affiliated companies or imply that it has the authority to act as an agent on behalf of Accucode or its affiliated companies.
7. Independent Contractor Responsibilities
Independent Contractor agrees to perform duties related to Consulting Services for the benefit of Accucode’s Customers, as defined from time to time by Accucode. Independent Contractor may not represent both Accucode and Customer unless both parties are fully advised of the facts and agree in writing to dual representation. Independent Contractor may not disclose confidential information obtained from Accucode or its affiliated companies. Independent Contractor may not enter into contract negotiations with Customers on Accucode’s behalf. Accucode will be solely responsible for determining the prices to be charged for services sold under this Program in accordance with Accucode’s own pricing policies. Service prices and availability may vary from time to time. Because price changes may affect services that you have listed on your website, you should not display service prices on your website or in other marketing material. Accucode will use commercially reasonable efforts to present accurate information, but Accucode cannot guarantee the availability or price of any particular service or product.
8.1 Independent Contractor Representation. Independent Contractor agrees to represent Accucode and its products and services in a positive, professional manner consistent with the image presented directly by Accucode. Independent Contractor agrees to not embellish descriptions of products and services nor to make any commitments to Customers not consistent with Accucode’s explicit authorization. Independent Contractor agrees to not modify the brand of Accucode’s product in any manner unless otherwise agreed to in advance, in writing.
8.2 Indemnity. Accucode will have no liability for these matters or for any of your Customers’ or end users’ claims relating to these matters, and you agree to defend, indemnify, and hold Accucode, its agents, and licensors, and their respective employees, officers, directors, and representatives, harmless from and against all claims, damages, losses, liabilities, costs, and expenses (including attorneys’ fees) relating to (a) your website or any materials that appear on your website, including the combination of your website or those materials with other applications, content, or processes; (b) the use, development, design, manufacture, production, advertising, promotion, or marketing of your website or any materials that appear on or within your website, and all other matters described above; (c) your use of any content, whether or not such use is authorized by or violates this Agreement or violates applicable law; (d) your violation of any term or condition of this Agreement; or (e) your or your employees' negligence or willful misconduct.
9. Compliance with Laws
As a condition to your participation in the Program, you agree that while you are a Program participant you will comply with all laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions, or other requirements of any governmental authority that has jurisdiction over you, including privacy laws, whether those laws, etc. are now in effect or later come into effect during the time you are a Program participant. Without limiting the foregoing obligation, you agree that as a condition of your participation in the Program you will comply with all applicable laws (federal, state, or otherwise) that govern marketing email, including without limitation, the CAN-SPAM Act of 2003 and all other anti-spam laws.
10. Term of the Agreement and Program
The term of this Agreement shall commence on the Agreement Effective Date and shall continue for a period of twelve (12) months, unless terminated in accordance with this Agreement. This Agreement shall renew automatically for consecutive twelve (12) month periods unless terminated as provided herein.
Accucode, in its sole discretion, has the right to suspend or terminate your account and refuse any and all current or future use of the Program, or any other Accucode service, for any reason at any time. Such termination of the Program will result in the deactivation or deletion of your account or your access to your account, and the forfeiture and relinquishment of all potential or to-be-paid referral fees in your account if they were earned through fraudulent, illegal, or overly aggressive, questionable sales or marketing methods. Accucode reserves the right to refuse service to anyone for any reason at any time.
12. Relationship of Parties
You are an independent contractor, 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 behalf of Accucode. You will not make any statement (including but not limited to written, oral, express or implied), whether on your website or otherwise, that reasonably would contradict anything in this section.
Independent Contractor is responsible for all expenses incurred by Independent Contractor unless otherwise explicitly agreed to by Accucode in writing.
14. Disclaimer of Warranties, Limitations of Liability, Disclaimers
14.1 Warranties. Accucode is not the manufacturer of any of the devices and makes no warranties, express, implied, or statutory, as to any matter whatsoever, including, but not limited to, the condition of the device, its merchantability, its design, its capacity, its performance, its material, its workmanship, its fitness for any particular purpose, or that the device will meet the requirements of any laws, rules, specifications, or contracts which provide for specific apparatus or special methods. Accucode further disclaims any warranties implied by the parties’ course of dealing, course of performance, or usage of trade.
14.2 Limitation of Liability. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT WILL ACCUCODE BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, THE DELIVERABLES, OR THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL ACCUCODE’S CUMULATIVE LIABILITY FOR ANY BREACH OF THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR TORT (INCLUDING NEGLIGENCE) EXCEED TWO TIMES THE FEES PAYABLE FOR THE SERVICES WHICH DIRECTLY GAVE RISE TO SUCH DAMAGES. THE FOREGOING LIMITATIONS OF LIABILITY DO NOT APPLY TO INDEMNIFICATION OBLIGATIONS OR TO DAMAGES CAUSED BY GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
14.3 Loss, Damage, or Injury. Accucode disclaims any liability whatsoever for loss, damage, or injury to Independent Contractor or any third parties as a result of any defects, latent or otherwise, in the device. Accucode provides the device in “AS IS, WHERE IS” condition. Accucode shall not be liable in any event to Independent Contractor or any third party for any loss, delay, or damage of any kind arising in connection with this Program or resulting from defects in the device and Independent Contractor shall seek recourse with respect to any device solely against the manufacturer.
14.4 Disclaimers. Devices and support services are not intended for use in the operation of nuclear facilities, aircraft navigation, communication systems, or other activities in which the failure of the device or support services to attain a desired result could lead to death, personal injury, or severe physical or environmental damage.
15. Independent Investigation
You acknowledge that you have read this Agreement and agree to all its terms and conditions. You understand that Accucode and its agents may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this Agreement or operate websites that are similar to or compete with your website. 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.
16. Governing Law
This Agreement and the legal relations of the parties hereto shall in all respects be governed, construed, and enforced in accordance with the laws of the State of Colorado without regard to conflict of laws principles.
ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE BREACH OR INTERPRETATION THEREOF, SHALL BE SETTLED BY MANDATORY, BINDING ARBITRATION IN COLORADO IN ACCORDANCE WITH THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION, AND JUDGMENT ON THE AWARD RENDERED BY THE ARBITRATOR MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF. SERVICE OF PROCESS BY ACCUCODE IN CONNECTION WITH ANY SUCH DISPUTE SHALL BE BINDING ON INDEPENDENT CONTRACTOR IF SENT TO INDEPENDENT CONTRACTOR EITHER BY EMAIL OR REGULAR MAIL AT SUCH ADDRESS AS SPECIFIED BY INDEPENDENT CONTRACTOR FROM TIME TO TIME. ANY CLAIM BY INDEPENDENT CONTRACTOR AGAINST ACCUCODE FOR ANY DISPUTE RELATING TO THIS AGREEMENT SHALL BE BROUGHT WITHIN ONE (1) YEAR AFTER ANY SUCH CAUSE OF ACTION FIRST ARISES.
18.1 Assignment. You may not assign this Agreement, by operation of law or otherwise, without Accucode’s prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Accucode’s failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of Accucode’s right to subsequently enforce such provision or any other provision of this Agreement.
18.2 Failure to Enforce. The failure of Accucode to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision. The terms and conditions constitute the entire Agreement between you and Accucode and govern your use of the Program, superseding any prior agreements between you and Accucode (including, but not limited to, any prior versions of the Program terms and conditions).
All notices and demands, including Independent Contractor’s change of address, (each a “Notice”) under this Agreement shall be given in writing and shall be delivered to the recipient and deemed received by the recipient as follows: (a) four (4) days after depositing the Notice in the mail, provided the Notice is sent using U.S. registered or certified mail, return receipt requested, (b) if sent via email during normal business hours in the time zone of the recipient (or the beginning of the next business day if sent after normal business hours), upon receipt of electronic confirmation that transmission was received, (c) upon delivery (no signature required) if deposited with an internationally recognized overnight delivery service (such as FedEx) for overnight delivery or two days after deposit if deposited for two day delivery, or (d) upon receipt if hand delivered to the Accucode individual designated below or hand delivered to Independent Contractor. Notices shall be sent to Accucode at the following address, as may be updated from time to time:
Attention: Kevin Reynolds
6886 South Yosemite St.
Centennial, CO 80112
Notices to Independent Contractor shall be sent to Independent Contractor at the contract information provided to Accucode on the Effective Date of this Agreement, as may be updated from time to time.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. Electronically transmitted signature pages, including those provided as part of an online click through, shall be deemed originals for all purposes.
BY CHECKING THE BOX PROVIDED ALONG WITH THIS AGREEMENT, INDEPENDENT CONTRACTOR ACKNOWLEDGES THAT HE OR SHE HAS READ AND UNDERSTANDS ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT AND THAT THIS AGREEMENT BINDS AND GOVERNS THE PARTIES.
Violation of any of the terms will result in the termination of your account and forfeiture of any outstanding referral fee payments earned during the violation. You agree to use the Program at your own risk. In the event of a conflict between this Agreement and any previously executed Agreement, the terms of this Agreement shall prevail.