Loxo Customer Referral Program Terms & Conditions

This Customer Referral Agreement (this “Agreement”) is made and effective as of the date the lead is submitted to Loxo (“COMPANY”) by the “Current Customer”. Each of COMPANY and Current Customer is referred to herein as a “Party” and collectively as the “Parties.” Must be a Current Customer with an annual partnership agreement to be eligible for referral. May not be combined with any other offers or discounts.

1. Appointment Of Current Customer Structure Of The Agreement
   1. The provision of referral services by Current Customer (“Referral Services”) will be governed by the terms and conditions outlined here.
   2. COMPANY reserves the right, in its sole and absolute discretion, to modify, update, or change the Services (including the prices thereof) and the Commissions (as defined below) at any time.
   3. Current Customer has no authority to (i) negotiate any contract for or on behalf of COMPANY or bind COMPANY to any contract, representation, or understanding concerning COMPANY, the Services, or any other product or services offered by COMPANY outside the scope of this Agreement or (ii) make any representations or warranties concerning the Services of Current Customer’s relationship with COMPANY. COMPANY may, in its sole discretion, accept or reject any prospective subscriber or customer of the Services submitted to it by Current Customer.
   4. COMPANY, as its sole discretion, has the right to refuse to approve any New Customer or sales opportunity associated with that Current Customer submitted by a Current Customer.
2. Commissions
   1. Upon the terms and subject to the conditions of this Agreement, COMPANY shall pay Current Customer an initial software opportunity rewards (“Commissions”) for each actual subscriber, or customer of the Services (each such subscriber or customer, a “New Customer” that arises directly from Referral Services performed in accordance with the terms and conditions of this Agreement. Commissions to be paid will be determined in accordance with and subject to the terms and conditions set forth in either the Referral Description of Services and in this Section 2. The Commissions are the only compensation to be paid to Current Customer for the performance of its obligations under this Agreement.
   2. COMPANY shall pay the Commission to Current Customer in respect of a New Customer only if all of the following conditions are satisfied:
      1. All referrals must be submitted to COMPANY via the Loxo Customer Referral Form: loxo.co. All referrals must be submitted prior to end user contract and services order form execution. Questions or concerns are to be submitted to ops@loxo.co.
      2. All referrals must have an introduction to the prospect written to COMPANY via email sent to sales@loxo.co.
      3. COMPANY did not have previous interaction with the referral, either as a former COMPANY customer, through a demo request within the past 12 months, or have been in touch with Loxo Sales/Business Development team within the past 6 months.
      4. The Current Customer is not affiliated with or an employee of the New Customer; and
      5. The Current Customer has had direct personal contact with the New Customer and Current Customer has directly endorsed and recommended the Services to the New Customer; provided, however, that COMPANY will not be obligated to pay the Commission to Current Customer if Current Customer uses mass mailings and/or other forms of mass solicitations to potential customers for Services.
      6. For the Services, as more particularly described in Exhibit A, the New Customer must execute one (1) or more customer service agreements with COMPANY for Services within ninety (90) days after the date on which New Customer is first approved by COMPANY.
   3. Current Customer acknowledges and agrees that, in the event a New Customer is referred to COMPANY by more than one Current Customer, COMPANY will pay the Commission to the Current Customer who first submitted the New Customer information to COMPANY; provided, however, that COMPANY may, in its sole and absolute discretion, determine to split the applicable Commission between the Current Customers in certain situations.
   4. Current Customer must provide written notice of any dispute to ops@loxo.co with respect to a Commission within the longer of sixty (60) days of its receipt of such Commission or ninety (90) days of installation of New Customer’s Service, with any Commission not disputed being deemed accepted by and binding upon Current Customer, except if COMPANY is entitled to recover some or all of any such Commission upon the occurrence of certain chargeback events as provided herein.
3. Relationship Of The Parties
   1. The relationship between the parties shall at all times be that of independent contractors. No employment, partnership or joint venture relationship is formed by this referral agreement and at no time may the Current Customer position itself as affiliated to the Company, except as an independent referrer. In view of this independent relationship the Current Customer shall not enter into any agreements on behalf of the Company, shall make no warranty either expressed or implied on behalf of the Company and shall not incur any expenses on behalf of the Company. Current Customer shall do no nothing that would discredit, injure the reputation of, or reflect adversely upon COMPANY or its product or service. Current Customer acknowledges that COMPANY will conduct sales and marketing (including through or in cooperation with other Current Customers or affiliates) with respect to the Services in any and all locales, and that no agreement has been reached between the Parties to make any division of territory in which either of the Parties will be conducting sales and marketing activities with respect to the Services, whether by subscriber type, industry or geographic location. Throughout the Term (as defined below) and at all times thereafter, COMPANY shall retain full and exclusive information relating to New Customers originated by Current Customer hereunder for the Services insofar as such information related to or results from the provision of Services to such New Customers.
4. Certain Obligations Of The Parties
   1. Current Customer agrees that, during the Term, it shall:
      1. Submit leads for the Services only in accordance with this Agreement and such other written terms established by COMPANY from time to time;
      2. Not make representations or guarantees concerning the Services which are false, misleading or inconsistent with any marketing or other materials published and other supplied by COMPANY from time to time.
   2. Current Customer acknowledges and agrees that COMPANY, in its sole discretion, may (i) contact or take any other action it deems appropriate with respect to any New Customer to which Current Customer refers to COMPANY and (ii) modify, suspend, and/or terminate the terms and conditions of a New Customer’s agreement with COMPANY and/or the Services and pricing therefore at any time as permitted in COMPANY’s agreement with such New Customer.
5. Confidentiality
   1. The Current Customer agrees not to disclose any confidential information pertaining to the Company’s goods or services nor that of prospective or existing customers to any third party. The Current Customer may do follow-up enquiries with its referred customers to confirm their purchase and to gather feedback about their experience with the Company’s goods or services as supplied. Confidential Information is and shall remain the exclusive property of COMPANY and may be used by the Current Customer solely in the performance of its obligations under this Agreement. Neither Party shall make any public announcement (including, but not limited to, press releases) regarding this Agreement or any relationship between Current Customer and COMPANY without the express prior written consent of the other Party.
6. Non-Solicitation
   1. Current Customer shall not directly or indirectly induce any New Customer or its affiliates to discontinue it’s or their relationship with COMPANY.
7. Acceptance of Referrals
   1. Upon receipt of the complete referral information, COMPANY has the right to decline the referral. COMPANY may decline a referral if, as of the date that complete referral information was provided by CUSTOMER:
      1. The referral is in possession of a current proposal from COMPANY;
      2. The referral has had one or more in-person or virtual meetings or substantial communications with COMPANY’s representatives during the twelve (12) months preceding the date of receipt of the referral submission; for clarity, substantial communications could include without limitation an exchange of an email between COMPANY and the referral followed by a response of the referral’s representatives.
      3. COMPANY has already received within the last three months a referral submission for that referral from a third party; or
      4. COMPANY has already established a business relationship with the referral or an affiliate of the referral.
8. Representations & Warranties: Disclaimer
   1. Current Customer hereby represents and warrants that:
      1. Its execution of this Agreement and its performance of its obligations hereunder do not breach any agreement or obligation to which it is currently bound
   2. Current Customer ACKNOWLEDGES THAT THE SERVICES PROVIDED BY COMPANY ARE PROVIDED ON AN “AS IS” BASIS AND THAT, NOTWITHSTANDING ANY OTHER ORAL OR WRITTEN COMMUNICATIONS WITH COMPANY ABOUT OR IN CONNECTION WITH ANY SUCH SERVICES, COMPANY MAKES NO WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITH RESPECT TO THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INTERRUPTION OR AVAILABILITY OF THE SERVICES, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. NOTWITHSTAND ANYTHING IN THIS AGREEMENT TO THE CONTRARY, COMPANY IS NOT LIABLE TO Current Customer WHATSOEVER AS A RESULT OF OR IN CONNECTION WITH THE DISCONTINUANCE, UNAVAILABILITY, OR FAILURE OF THE SERVICES.

Exhibit A: Referral Description Of Services

1. Services In accordance with the terms and conditions of the Agreement, Current Customer is authorized to provide Referral Services to COMPANY for the following Services:
   Eligible Services
   1. Tiered plans – recurring monthly or annual user license fees only.
2. Ineligible Services
   1. Setup and other non-recurring fees, including but not limited to data migrations, implementation fees, custom development fees, and other professional services.
   2. Non-standard services.
3. Commissions
   Subject to Sections 1, 2, 4, and 8 of the Agreement and the terms and conditions of this Referral Description of Services, Company shall pay the following Commissions to Current Customer for qualified referral leads for the Services accepted, provisioned, billed, and collected by COMPANY:
   1. COMPANY will offer to Current Customer one of the following reward for each referral:
      1. COMPANY will provide credit to Current Customer twenty percent (20%) up to $500 of the New Customer’s Billed Monthly Minimum Commitment Recurring Revenue (as defined below) for the first year only of the initial term of the services identified in the initial Customer Agreement for eligible Services for each New Customer that Current Customer refers to COMPANY for Services that result in such New Customer entering into a written agreement with COMPANY that contractually obligates the New Customer to pay monthly revenue for the applicable Services ordered from COMPANY for as long as the New Customer is an active paying user, provided the Agreement is not terminated.
      2. COMPANY will provide a custom virtual or onsite training or consultation session for Current Customer. Onsite option is only eligible for 6+ users monthly minimums.
      3. COMPANY will host Current Customer on a podcast episode of Becoming a Hiring Machine.
      4. Company will create and promote a customer story or a co-branded content piece with Current Customer.
   2. “Billed Monthly Minimum Commitment Recurring Revenue”: The amount determined by the contracted minimum monthly users for the initial contract term of the applicable New Customer agreement with COMPANY.
   3. “Billed Monthly Revenue”: The amount consisting solely of the base monthly recurring contracted minimum user license fees billed to New Customer for the Services ordered, after application and deduction of discounts, credits and other promotions offered by COMPANY in connection with such Services. By way of illustration, but not limitation, Billed Monthly Revenue would exclude taxes, set-up fees and fees for additional add-on services such as extra bandwidth and additional hourly support charges.
   4. “Early Termination, Non-Payment, or Company Approved Discounts”: There will be a cessation of commissions paid on a New Customer account that terminates early, is terminated due to non-payment, or receives a discount for any reason approved by COMPANY, commissions will reflect this.
4. Payment Of Commissions
   COMPANY will use commercially reasonable efforts to pay Commissions due and owing to Current Customer thirty (30) days after the close of each calendar quarter for all collected, and recognized revenue as a direct result of Current Customer’s solicitation and/or referral of Customer based on the Customer Lead provided. Notwithstanding the foregoing, in addition to the adjustment permitted in Section 4 below, COMPANY reserves the right to (i) without notice, set-off against any Commissions payable to Current Customer hereunder any amount due COMPANY by Current Customer, including, without limitation, the amount of any previous Commissions paid to Current Customer in error and the amount of any charge-backs permitted pursuant to Section 2 above and Section 4 below and (ii) withhold the last month’s payment of Commissions owed to the Current Customer for a period of up to six (6) months in order to determine whether any set-off or other charge-backs are necessary, including, without limitation, charge-backs permitted pursuant to Section 4 below.
5. Adjustment For Collected Amounts
   Notwithstanding anything to the contrary herein or in the Agreement COMPANY reserves the right, at any time and from time to time, to (i) compare the Billed Monthly Revenue upon which the Commissions are based and paid to Current Customer the actual amount of such Billed Monthly Revenue paid by the applicable New Customer to COMPANY (the “Collected Monthly Revenue” ) and (ii) if the amount of the commissions were based upon the Collected Monthly Revenue is less than the amount of Commissions actually paid to Current Customer, COMPANY may charge back to Current Customer the difference in amount. Current Customer agrees any amounts to be charged back will be deducted from the next Commission payment provided COMPANY notifies Current Customer of the chargeback amount within ninety (90) days of the initial commission payment.