Terms & ConditionsThis Agreement specifies the terms and conditions that apply to an individual or an entity ("Referral Partner") that is a participant of the MX Logic, Inc. ("MX Logic") Referral Partner Program (the "Program"). This program is designed for business partners who recommend MX Logic managed services to their customers. Partners in turn are rewarded with a commission for business referrals that become MX Logic Partners.
1. Enrollment. Enrollment in the Program by Referral Partner is voluntary. By referring an individual or a company ("Referred Entity") to the MX Logic sales department and by submitting a signed IRS W-9 form, Referral Partner is enrolled in the Program upon acceptance by MX Logic and agrees to comply with the terms and conditions set forth herein and will receive referral fee ("Referral Compensation") as specified in the Program description and/or this Agreement.
2. Qualified Lead. To qualify for Referral Compensation, the Referred Entity must be an entity that is not or has not been an MX Logic customer or an MX Logic prospect customer that is already listed on the MX Logic billing system or other information systems as well as those of the MX Logic channel partners. Furthermore, the Referred Entity must sign up as an MX Logic customer directly as a result of Referral Partner’s referral within six months of the referral date; it must be in compliance with the MX Logic service agreement and its associated terms and conditions, including, but not limited to its payment obligation to MX Logic.
3. Type of Compensation. Referral Partner will receive the Referral Compensation according to the scope and schedule set forth in Section 4 in the form of a check payment from MX Logic.
4. Compensation Scope and Schedule. Partners that refer qualified prospects to MX Logic will be eligible to receive one full month’s billing (not including fees, upgrades or add-ons) in the form of a one-time, uncapped compensation payment if the prospect becomes an MX Logic customer.
The Referral Compensation will be paid out within thirty (30) days after MX Logic receives the first full payment for the MX Logic service by the Referred Entity.
5. Eligibility. MX Logic reseller partners, agent partners, channel partners, and staff of the MX Logic sales department and their relatives are not eligible as a Referral Partner.
6. Term. The Term of this Agreement shall commence upon Referral Partner’s enrollment in the program and continue until terminated by either party.
7. No Publicity. Referral Partner may not issue any press release for the participation in the Program without the express consent from MX Logic.
8. Modification. At its sole discretion, MX Logic may modify the terms and conditions specified in this Agreement at any time, by posting a new agreement on the MX Logic website. Modifications may include, but not limited to, changes of Referral Compensation scope and payout schedules and Program rules and description. REFERRAL PARTNER’S CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING MX LOGIC’S POSTING OF THE NEW AGREEMENT ON ITS WEBSITE WILL CONSTITUTE BINDING ACCEPTANCE OF CHANGES AND THE NEW AGREEMENT IN ITS ENTIRETY. IF REFERRAL PARTNER DOES NOT AGREE WITH ANY MODIFICATION, THE ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT.
9. Relationship of the Parties. This Agreement does not constitute either party the agent of the other, or create a partnership, joint venture or similar relationship between the parties, and neither party will have the power to obligate the other in any manner whatsoever. Referral Partner acknowledges and agrees that its relationship with MX Logic is that of an independent contractor, and Referral Partner will not act in a manner that expresses or implies a relationship other than that of an independent contractor.
10. Limitation of Liability. MX Logic will not be liable for any direct, or indirect, special, consequential damages, or any loss of revenue or profit, arising out of or in connection with this Agreement or the Program. Referral Partner waives any right to litigation or arbitration in connection with this Agreement or the Program.
11. Disclaimer of Warranties. MX LOGIC MAKES NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE MX LOGIC SERVICES, MX LOGIC PROMOTIONAL MATERIALS, THE PROGRAM, OR WEBSITE(S), INCLUDING BUT NOT LIMITED TO WARRANTIES OF QUALITY, PERFORMANCE, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, OR NON-INFRINGEMENT. REFERRAL PARTNER WILL MAKE NO WARRANTY, EXPRESS OR IMPLIED, ON BEHALF OF MX LOGIC.
12. Miscellaneous. This Agreement will be governed by the laws of the state of Colorado, without reference to rules governing choice of laws. MX Logic’s failure to enforce Referral Partner’s strict performance of any provision of this Agreement will not constitute a waiver of MX Logic’s right to subsequently enforce such provision or any other provision of this Agreement.
© 2005-2008 MX Logic, Inc. REF WL v1.22
