LocalRaces Terms of Service Agreement (For Referrers)
Last updated: June 14, 2016
By signing up to be a Referrer in the LocalRaces Referral Program ("Program") you agree to be bound by the following terms and conditions ("Terms"). Please ensure that you read them carefully before signing up. These Terms are a legal agreement ("Agreement") between LocalRaces LLC with registered office address at 407 S. Pennsylvania Ave, Suite 209, Joplin, Missouri 64801, USA ("Company", "we", "us") and You ("Referrer", "you").
The term Referrer does not imply any formal association with the Company By this Agreement, the Referrer is granted a non-exclusive, revocable right to market and advertise LocalRaces Services ("Service") and the Program.
We will reward Referrers for expanding our customer base and acquiring for us new customers through Referrers' own marketing efforts. We will pay to Referrers commissions on sales of the Service to new customers who were referred to us directly by Referrers pursuant to the terms and conditions of this document ("Commission").
2. PARTICIPATION IN PROGRAM.
(a) To enroll in the Program, the Referrer must fill out the registration form with current, complete, and accurate information. If the form is filled out correctly, an account within the Referrer Panel is created for the Referrer and Referrer becomes a participant of the Program. Providing false information in the registration form will result in immediate termination from the Program and forfeiture of all outstanding Commissions
(b) The Company reserves, at its sole discretion, the right to refuse to anyone participation in the Program at any time. The Company also reserves the right to refuse Referrers from certain countries that have a track record of originating credit card fraud.
(c) Upon registration, the Company assigns Referrer referral links which redirect to the Company's website. Referral links contain a unique Referrer login assigned to the Referrer. This information is saved on the computer of the visitor, who enters the Company's website through the referral link, in the form of a cookie.
3. COMPANY OBLIGATIONS.
(a) The Company agrees:
to pay Commissions on sales of the Service referred directly by the Referrer in accordance with the provisions of these Terms;
to grant the Referrer access to a Referrer account - login and password protected area within the Referrer Panel where the Referrer can look up their Referrer URLs, information about referred sales and commissions;
at its sole discretion and choice, to grant the Referrer access to materials containing Company logos, and/or other promotion materials ("marketing materials"), however, this shall not create any obligation to deliver such materials to the Referrer.
4. REFERRER OBLIGATIONS.
(a) The referrer agrees:
to receive commercial information about the Company, the Program and the Service;
that participation in the Program is at their sole risk;
that trademarks and materials provided by the Company, in particular but not limited to the marketing materials, are the property of the Company and may be used by the Referrer for promotion of the Service under the Program only according to the instructions of the Company; the instructions are placed on the Referrer Admin Panel:
(b) to be responsible for all taxes and other similar levies applicable to the Commissions pursuant to any law or regulation; in particular the Referrer shall report Commissions to their tax authorities as required by applicable law;
(c) to provide the Company with current, full and accurate details or documents within two (2) days from the initial request, should the Company be responsible for provision of such documents or details under any tax law or regulation. In particular, if the Referrer is a U.S. resident or organization, the Company may require tax ID, or Social Security number in case of individuals, as well as tax registration name and a tax classification.
(d) The Referrer should strictly adhere to all applicable laws, regulations and good industry practice, as well as these Terms, in conducting their business, in particular in marketing and advertising the Service and the Program.
(e) The Referrer shall market and advertise the Program and the Service diligently and in goodwill, and shall develop, operate and maintain their website and referral links, at their sole expense and risk. In particular, the Referrer shall be solely responsible for all materials that appear on their website. The Company shall have the right to approve or decline the graphics, logos, banners and other materials used by the Referrer in relation to the referral link to the Company's website and to make suggestions related to those issues to the Referrer. The Referrer agrees to conform to the suggestions made by the Company, in particular the Referrer is obliged to make changes to their website and other marketing materials used to promote the Service.
(f) Promoting the Service and/or the Program via Google Adwords or through other search engine service providers is strictly prohibited. Should the Referrer wish to use Google Adwords or other search engine services, he/she is required to receive a prior permission from the Company.
(g) The Referrer shall not send unsolicited e-mail and shall not send e-mail nor any other communication to a recipient if the recipient has not expressed their prior consent thereto.
(h) The Referrer shall not attempt to register any trademarks, service marks, logos, brand names, trade names, domain names, email addresses and/or slogans similar confusingly similar to the ones to which the Company is entitled, especially with the use of the word LocalRaces or Race Dashboard. Should the Referrer obtain any right, title or interest in the aforementioned trademarks (or intellectual property confusingly similar to them), the Referrer is obliged upon first demand of the Company to transfer all title, right and interest of said intellectual property to the Company. The Referrer shall be responsible for any costs associated with enforcing the trademark (or other intellectual property) and/or getting the domain transferred to the Company.
5. REFERRER COMMISSION.
(a) The Referrer will earn Commissions as processing fee revenues are generated by the referred clients' events. The Referrer is not entitled to the Commission when the referrer is also the Client by signing up for a race director account through their own referral link - this means that the Referrer will not receive the Commission for the purchase of the Service made by the Referrer himself/herself, their corporation, employer or the like or any other entity which controls, is controlled by or is under common control with, the Referrer.
(b) The Commission rate is 10% of gross processing fees generated and collected. The Referrer will continue to earn residual commissions for each referred client for as long as they are Active Referrers, meaning they have generated at least one new fee-generating account in the last 365 days.
(c) A summary of referred clients, their events, current period Commissions earned, and Commission payment history is available to the Referrer by logging into their Referrer Admin Account.
(d) Commissions are calculated daily and paid out quarterly when quarterly commissions accrued exceed a $50 USD minimum threshold. If on the last day of the quarter the balance owing is less than the aforesaid minimum, the Commission earned will continue to accumulate in the amount. Commissions are credited to your Referrer account once a registrant pays a processing fee for an event added by a referred client.
(e) Accrued Commissions are paid in the form of USD check or ACH by the 15th of month following the Commission calendar quarter.
(f) Based on internal risk analysis, the Company reserves the right to withhold first time payments and any other payments originating from an account where there is suspected fraud activity - for a period of up to 3 months and in cases the Referrer violates any of the provisions of these Terms – all Commissions accrued and not paid out for as long as the Referrer is in breach. The Company reserves also the right to disqualify Commissions earned through fraudulent, illegal, or overly aggressive, questionable sales or marketing methods.
(g) To ensure proper Commission payment, the Referrer is solely responsible for providing and maintaining accurate contact details including address, as well as payment information associated with the Referrer's account. If you are a US taxpayer, you should include without limitation a valid tax identification number and Form W-9. If you are a non-US taxpayer, you should provide the Company without limitation with either a signed certification that you do not have US Activities, or a completed Form W-8 or other form, which may require a valid US tax identification number, as required by the US tax authorities. No Commission payment shall be made unless the Referrer provides the Company with accurate and complete contact and tax details.
(h) The Company reserves the right to change the Commission rate and Service prices at any time. Any Commissions accrued after such a change will be at the new rate.
(a) Any customer refunds, reversals or credit card chargebacks owed by the Company to the referred customer will result in the appropriate Commission amount being deducted from the Referrer's account balance ("Deducted Commission"). If the Commission from that sale has already been paid to the Referrer, the amount will be deducted from future payments of the Commissions. If the Commission owed to the Referrer in the next month is not sufficient to satisfy the Deducted Commission, LocalRaces may invoice the Referrer will be invoiced for the payment of the remaining debt immediately and the Referrer is obligated to pay it within the payment date provided in the invoice.
(b) If an account of customer referred by Referrer is terminated due to practices or actions that LocalRaces considers to be abusive, prohibited or that violate LocalRaces Terms of Service in other ways, LocalRaces reserves the right, at its sole discretion, to withhold or forfeit one or all Commissions earned (regardless of whether paid or outstanding) for referring the terminated customer. If the number of terminated customer accounts referred by Referrer is abnormal or LocalRaces may reasonably suspect that it is a part of fraudulent activity, LocalRaces shall have the right, at its sole discretion, to forfeit not only Commissions earned for referring terminated customers, but all Commissions earned (regardless of whether paid or outstanding) by Referrer during the term of Agreement. As regards settlement rules section 1 and 2 above shall apply accordingly, i.e. LocalRaces is entitled in particular to deduct relevant amounts of forfeited Commissions from future payments due to Referrer and if the Commission owed in the next month is not sufficient, LocalRaces may invoice the Referrer for payment of remaining debt.
7. LIMITATION OF LIABILITY.
(a) To the maximum extent permitted by law, the Company, its employees, directors, officers or representatives shall not be liable for any direct, indirect, punitive, special or consequential damage or loss (even if the Company has been advised of the possibility of such damage), howsoever caused and irrespective of the nature of the cause of action, demand or claim by the Referrer. The Company's entire liability, regardless of the form and cause of action, in any event is limited to the aggregate amount paid by the Company to the Referrer in one month immediately preceding the date the Referrer notifies the Company of such a claim, or in the aggregate, in respect of all claims under or related to the Program. The Referrer hereby releases the Company, its employees, directors, officers and representatives from any and all obligations, liabilities and claims in excess of the aforementioned limitation.
(b) Neither party shall be responsible for any delay or failure in performance of their obligations under these Terms of Service due to Force Majeure or other occurrences that are beyond reasonable control of the party in default or failing to fulfill obligations. By Force Majeure the Parties understand as an exceptional occurrence, caused by an external factor which cannot be foreseen and which could not be prevented. Force Majeure occurrences include in particular: war, natural disasters, strikes, breakdowns, DDoS attacks or other disruptions in telecommunication networks or data communication infrastructure, emergency government action and administrative measures, activities of entities that affect the provision of the Service or Company's websites, and whose activity is independent of the Parties. The Company shall not be liable for any claim, loss or damage if, for any reason whatsoever, its website fails or is non-operational.
(c) The Company shall not be responsible if a referred sale goes unregistered for any reason.
8. TERM AND TERMINATION.
(a) This Agreement shall be effective as and from the date of execution until and unless cancelled by either party.
(b) The Company has right to terminate this Agreement effective immediately upon delivery of such a notification to the Referrer either to his email address or upon posting any relevant information in the Referrer account.
(c) The Referrer has the right to terminate this Agreement with immediate effect upon notification delivered to the Company via the web-form available in the Referrer account.
(d) The Company reserves the right to terminate the Agreement with the Referrer immediately and without notice and forfeit all outstanding Commissions if the Referrer violates any provision of these Terms, in particular if the Referrer:
undertook any activity considered abusive practice as per clause IV s. 2 hereof,
sent unsolicited email or engage in any other communication to a recipient if the recipient has requested discontinuance of such communication,
promoted the Service or the Program via Google Adwords or other search engine provider without prior written consent of the Company,
misrepresented the Company, the Program or the Service in any way,
registered or used a domain, email address or trademark with any trademark (service mark) owned by the Company or confusingly similar to the Company's trademark or domain names; used or permitted or accepted the use by a third party of any name, or trademark, or service mark belonging to the Company, or any marketing material provided on the Referrers Panel, Company's website, themselves or by any third party in a manner that would lead a reasonable person to believe that the name or trademark or service mark or content is a property of the Referrer or such a third party,
provided false, invalid, inaccurate information in the registration process and/or not updating or supplementing it when necessary,
artificially inflated (or attempted to inflate) the Commissions.
9. FINAL PROVISIONS.
(a) The illegality, invalidity or unenforceability of any provision of these Terms shall not affect the legality, validity and enforceability of any other provisions hereof. It is also understood and agreed by the parties that if any provision of this Agreement is prohibited or is unenforceable under the law of any government having jurisdiction, such invalid or unenforceable provision will be modified to the extent necessary to render it valid and enforceable without altering its intent.
(b) The Company reserves the right to modify, add or delete any documents, information, graphics, marketing materials or other content appearing on or in connection with the Program or Company's website, including these Terms, at any time without prior notice. The changed Terms shall be posted on the Referrer account and become effective immediately with respect to any continued or new Program participants, unless the Referrer terminates these Terms within the next 10 (ten) days.
(c) The Referrer shall address any inquiries or complaints regarding company's performance of this Agreement via the web-form available on LocalRaces.com.