This JOOR Referral Agreement (the “Agreement”) shall govern your participation in the Referral Program (as defined herein) offered by JOOR Access LLC, a Delaware limited liability company (“JOOR”). By participating in the Referral Program, you (“Referrer”) agree to these terms and conditions contained in this Agreement. If you do not agree to all of the terms and conditions of this Agreement, you may not participate in the Referral Program. JOOR and Referrer shall each be referred to herein as a “party” and collectively as the “parties.” This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, and communications, whether written or oral.
1. Referral Program. JOOR operates a B2B fashion e-commerce platform (the “JOOR Platform”) and JOOR wishes to enhance the marketing and promotion of the JOOR Platform by paying for qualified referrals to potential customers of the JOOR Platform (the “Referral Program”).
2. Referrer Referral Fee. In consideration for Referrer's performance of the services described herein, and subject to the terms and conditions herein, JOOR will pay Referrer the amount (“Referral Fees”) stated on Exhibit A (the “Referral Summary”) if the conditions on the Referral Summary are satisfied.
3. Prospects and Customers. “Prospect” shall mean any entity or person, which Referrer presents to JOOR as a prospective customer of the JOOR Platform, in accordance with the instructions, guidelines and criteria communicated to Referrer for such purpose. “Customer” shall mean any Prospect that becomes a new, paying customer of the JOOR Platform or a product of the JOOR Platform, as specified in the Referral Summary (subject to JOOR’s acceptance of such entity or person as a paying customer or member, as set forth in section 5 hereof). Previous and existing JOOR customers of the JOOR product(s) specified in the Referral Summary are excluded as Customers with respect to the applicable product. Prospects submitted to JOOR will take place via the mechanism specified in the Referral Summary, with the details of each new Prospect including at a minimum the company name, web address, primary contact name, primary contact email address, primary contact phone number, or in such other manner as communicated to Referrer for such purpose. Acceptance or rejection of a person or entity presented by Referrer as a “Prospect” hereunder is at the sole discretion of JOOR. Prospects may be rejected for the following, but not limited to, the following reasons: such party is already a prospect or customer of JOOR or the applicable JOOR product; such party has already been referred; JOOR does not serve prospect’s indicated industry or business area; evidence of manipulation or fraud (including creation of multiple or fictitious accounts) to improperly gain Referral Fees; Referrer is an employee or representative of the Prospect.
4. Pre-Existing Prospect Activity. A party presented as a Prospect with current activity documented in the JOOR customer relationship management system may be excluded as Prospects. The period which constitutes “current activity” will be defined from time to time by JOOR and published on the Referral Program hub, but if no such definition is provided, will be as set forth on the Referral Summary. JOOR has the right, at its sole discretion, to determine any and all eligibility of future prospects referred through this Agreement.
5. Contract Acceptance or Rejection. JOOR has the right, in its sole discretion, to enter into or not enter into any agreement with a Prospect. If JOOR declines to enter into an agreement with a Prospect, or if Prospect declines to enter into an agreement with JOOR, JOOR will not be obligated to pay any Referral Fee to Referrer.
6. Pricing and Features of JOOR Platform. JOOR has the sole right to set prices for the JOOR Platform, to set the terms and conditions of the JOOR Platform, and to make other adjustments to, and to discontinue offering or selling, the JOOR Platform or any product or feature thereof, without liability of any kind to the Referrer.
7. Referrer Obligations. Referrer’s primary responsibility under this Agreement is to introduce, advocate, promote, and endorse the JOOR Platform by participating in the Referral Program. JOOR will not be required to pay Referrer for any marketing and/or promotional activities other than as set forth in Section 2 and the Referral Summary. Referrer represents and warrants to JOOR that: (i) it has the full power, authority and legal right to enter into and perform this Agreement; (ii) this Agreement is a legal, valid and binding obligation of Referrer, enforceable against Referrer in accordance with its terms; (iii) Referrer will perform its obligations hereunder and any other obligations with respect to the Referral Program (A) in a professional and diligent manner, and (B) in accordance with all applicable laws, rules and regulations; and (iv) Referrer will avoid any conflicts of interest in the performance of such obligations. Other criteria applicable to Referrers are set forth on the Referral Summary.
8. Approval of Advertising. Referrer shall use only advertising and promotional materials supplied or approved in writing by JOOR. Referrer agrees that JOOR is the exclusive owner of all trademarks and trade names relating to the JOOR Platform. Referrer may use such trademarks and trade names only for the purpose of advertising and promoting the JOOR Platform. Referrer shall acquire no proprietary or other rights with respect to such trade names, trademarks, or other intellectual property (described below) of JOOR. Any unauthorized use of JOOR’s trademarks or trade names without explicit prior written approval will be considered a breach of this Agreement, and sufficient cause for termination. Any description of the JOOR Platform by Referrer shall be in accordance with this Agreement and JOOR’s then-current applicable product sales information, pricing, terms of use and membership agreement, as applicable.
9. Intellectual Property. For the purpose of this Agreement, the term “intellectual property” shall include, but is not limited to, any and all tangible and intangible: (i) rights associated with works of authorship throughout the world, including but not limited to copyrights, neighboring rights, moral rights, and mask works, and all derivative works thereof; (ii) trademark and trade name rights and similar rights; (iii) trade secret rights; (iv) patents, designs, algorithms and other industrial property rights; (v) all other intellectual and industrial property rights (of every kind and nature throughout the world and however designated) whether arising by operation of law, contract, license, or otherwise, and (vi) all registrations, initial applications, renewals, extensions, continuations, divisions or reissues thereof now or hereafter in force (including any rights in any of the foregoing), including software or programming delivered hereunder. JOOR exclusively owns all rights, title, interest, and intellectual property in its software, service, platform, and related products. All modifications, extensions, enhancements, customizations, scripts, and derivative works of JOOR’s software, service, platform, and related products made as a result of JOOR’s experience with, feedback from, or feature requests by Referrer or end users of the JOOR services and products are the property of JOOR.
10. Relationship between the Parties. In performing the obligations of this Agreement, Referrer shall operate independently and shall not act as an employee, agent or joint venturer of JOOR. Referrer shall in no way have the authority to bind or obligate JOOR in any respect. Referrer may not make additional representations and warranties on JOOR’s behalf including, and with respect to, the features, prices, rates, terms, and conditions of the JOOR Platform. Nothing in this Agreement shall, or shall be deemed to, sell, transfer or assign any right, title or interest of any kind in or to the JOOR Platform from JOOR to Referrer, which right, title and interest shall at all times be and remain owned solely by JOOR. All goodwill generated by marketing the JOOR Platform by Referrer will inure exclusively to the benefit of JOOR.
11. JOOR’s Obligations regarding payment of Referral Fees for Prospects that become Customers. Referral Fees owed by JOOR to Referrer for Prospects that become Customers shall be paid in accordance with the payment terms outlined in the Referral Summary. Referral Fees will not be paid for Customer payments made to JOOR for: national, state and local taxes; duties; one-time fees; products or services provided by JOOR that are not membership fees (such as transactional, payment processing or integration fees, or professional services); software or other services provided by a third party and resold by JOOR; free trials; or proof-of-concept arrangements.
12. Tax Reporting. For payments above US$600.00 in aggregate per calendar year to individuals, JOOR may be required to issue Referrer an IRS Form 1099-MISC. Above such amount, Referrer must provide the required identification information to JOOR when requested (including for purposes to determine whether a Form 1099-MISC is required) and no payment will be made until such information is provided.
13. Term and Termination of this Agreement. JOOR may terminate the Referral Program and this Agreement for convenience at any time. Upon termination of this Agreement, JOOR shall be obligated to pay Referral Fees to Referrer as outlined in section 2 only for those fee obligations that have been met prior to the date of termination.
14. DISCLAIMER OF WARRANTIES. LIMITATION OF LIABILITY. Except as expressly set forth in the terms of use and membership agreement for the JOOR Platform, JOOR provides the JOOR Platform “as is.” JOOR hereby disclaims all other remedies, warranties, guarantees, obligations, representations and liabilities, express or implied, arising in fact, law, equity, contract, tort, under statute, under warranty or otherwise, with respect to the subject matter of this Agreement and the JOOR Platform, including but not limited to: (i) any implied warranty or condition of merchantability or fitness for a particular purpose; (ii) any implied warranty or condition arising from a course of performance, course of dealing or usage or trade; (iii) any obligation, liability right, claim or remedy in tort, whether or not arising from active, passive or imputed negligence, contributory negligence, vicarious liability or strict products liability of JOOR and its officers, directors, employees, agents, and representatives, and (iv) any obligation, liability or responsibility for loss of service or damage to any equipment or part thereof, or any JOOR service delivered or provided. Further, JOOR does not warrant that the JOOR Platform will be free of bugs, errors, viruses or other defects. Any damages arising out of the subject matter of this Agreement shall not exceed the total referral fees in aggregate earned by Referrer for the past six (6) months prior to the claim giving rise to such damages.
15. DISCLAIMER OF CERTAIN DAMAGES. In no event will JOOR, Referrer, or their respective officers, directors, employees, agents, representatives, vendors and contractors be liable for the cost to cover or for any incidental, indirect, special, aggravated, punitive, consequential or similar damages or liabilities whatsoever (including, but not limited to loss of data, information, revenue, profit or business) arising out of or relating to this Agreement or the use or inability to use the JOOR Platform, whether arising in fact, law, equity, contract, tort (including negligence as described above), strict liability, under statute, under warranty or other theory even if such party has been advised of the possibility of such damages.
16. Confidentiality. Neither party will disclose to a third party any confidential information regarding the other party or any customer. Each party agrees that any information provided by one party to the other in connection with this Agreement is the confidential information of the providing party. Both parties agree that they will use any confidential information hereunder only for purposes specifically contemplated in this Agreement and for no other purpose, and will treat such confidential information with the same degree of care as it does its own confidential information, but with no less than reasonable care. Even if information is not expressly identified as being confidential, these obligations apply to information, which a reasonable person would understand to be confidential, even in the absence of explicit identification. Confidential information does not include any information: (i) publicly disclosed by the providing party; (ii) the providing party authorizes in writing for the receiving party to disclose without restriction; (iii) the receiving party already lawfully knows at the time it is disclosed by the providing party, without an obligation to keep it confidential; (iv) the receiving party lawfully obtains from any source other than the providing party, provided that such source lawfully disclosed such information; or (v) the receiving party independently develops without use of or reference to the providing party’s confidential information. If either party or their respective sub-agents or employees have been legally compelled to disclose any such information, then the party so compelled shall (i) give the other party reasonable prior written notice to allow the other party to seek a protective order or other appropriate remedy; (ii) disclose only the limited information specifically required to be disclosed, and (iii) use commercial reasonable efforts to obtain confidential treatment for any confidential information so disclosed. In each party’s agreements with its employees and sub-agents, each party shall ensure that all of its employees and sub-agents are aware of this confidentiality requirement. Recipient acknowledges and agrees that any breach or threatened breach of this Agreement may cause Discloser and its Affiliates irreparable harm for which money damages may not be an appropriate or sufficient remedy. The receiving party of confidential information hereunder agrees that the providing party is entitled to seek injunctive or other equitable relief to remedy or prevent any breach or threatened breach of this section. Such remedy is not the exclusive remedy for any breach or threatened breach of this section, but is in addition to all other rights and remedies available at law or in equity. This section shall survive the termination of this Agreement.
17. Indemnification. Each party (as the case may be, the “Indemnifying Party”) agrees to indemnify, defend, and hold harmless the other party and its affiliates, representatives, agents, customers, Referrals, successors, officers, directors and employees (each, an “Indemnified Party”) from and against any and all third party claims, actions, causes of action, demands, costs, liabilities, expenses, and damages (including reasonable attorneys’ fees and expenses) arising out of or in connection with: (i) the Indemnifying Party’s breach of any provision of this Agreement; (ii) any reckless or willful act or omission by or on behalf of the Indemnifying Party in connection with this Agreement. If any action shall be brought against an Indemnified Party in respect to which indemnity may be sought from Indemnifying Party pursuant to the provisions of this section, the Indemnified Party shall promptly notify the Indemnifying Party in writing, specifying the nature of the action and the total monetary amount sought or other such relief as is sought therein. The Indemnified Party shall cooperate with the Indemnifying Party at the Indemnifying Party's expense in all reasonable respects in connection with the defense of any such action. The Indemnifying Party may upon written notice to Indemnified Party undertake to conduct all proceedings or negotiations in connection therewith and assume the defense thereof, and if it so undertakes, it shall also undertake all other required steps or proceedings to settle or defend any such action, including the employment of counsel which shall be satisfactory to the Indemnified Party, and payment of all expenses. The Indemnified Party shall have the right to employ separate counsel and participate in the defense at the Indemnified Party’s own expense. The Indemnifying Party shall reimburse the Indemnified Party upon demand for any payments made or loss suffered by it at any time after the date of tender, based on the judgment of any court of competent jurisdiction or pursuant to a bona fide compromise or settlement of claims, demands, or actions, in respect to any damages to which the foregoing relates.
18. Compliance with all Laws. Each party shall perform its obligations described herein in compliance with all applicable laws, rules, and regulations.
19. Force Majeure. Neither party will be liable for delay or failure to perform its obligations hereunder if the delay or failure is caused by circumstances that are not reasonably within such party’s control, including an act of God, strike or lockout or other labor dispute, act of the public enemy, war (declared or undeclared), blockade, revolution, civil commotion, lightning, fire, storm, flood, earthquake, explosion, governmental restraint, embargo, and the inability to obtain or delay in obtaining governmental approvals, permits, or licenses.
20. Governing Law & Jurisdiction. This Agreement shall be governed by and construed under the laws of the State of New York without regard to any conflict of law principles to the contrary. The parties irrevocably submit to the jurisdiction of the state and federal courts located in New York County, New York with respect to any proceeding under this Agreement.
21. Attorney Fees. In any formal action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and reasonable attorney(s’) fees.
22. Amendment. JOOR reserves the right to modify any of the terms and conditions contained in this Agreement, at any time and at JOOR’s sole discretion, by providing written notice of the change in accordance with the notice provision herein. If any modification is unacceptable to Referrer, Referrer’s only recourse is to terminate participation in the Referral Program. Referrer’s continued participation in the Referral Program following JOOR’s written notice will constitute binding acceptance of the change.
23. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void, or unenforceable, the remainder of this Agreement will remain in full force and effect and shall control.
24. Notices. Unless specifically addressed under a provision of this Agreement, any legal notice required or permitted to be sent under this Agreement shall be delivered by email. Emails shall be sent to the email address identified on the signature page hereto, which a party may update from time to time by providing notice to the other party.
25. Survival. Any terms of this Agreement which by their nature extend beyond the day this Agreement ends remain in effect until fulfilled (including without limitation those that are expressly stated to survive any termination of the Agreement), and apply to respective successors and assignees. Except as provided for in a related agreement, upon termination or expiration of this Agreement, all rights and licenses granted to each party hereunder shall cease. Referrer may not transfer its rights under this Agreement to another party without written consent from JOOR.
For any Prospects that become a JOOR Customer within 3 months of the Referral:
One Time Payment: $600
Payment Cap: None
Eligible JOOR product: JOOR Pro
This Referral Summary is intended to be a part of, and is subject to, the JOOR Referral Agreement Standard Terms and Conditions, to which this exhibit is attached.
The total Referral Fee per Customer shall be due to Referrer pro-rata with receipt of actual payments by JOOR from such Customer (JOOR Pro). Pro-rated Referral Fees will be paid within 60 days after the end of each month in which JOOR receives a payment (JOOR Pro) from such Customer .
All payments hereunder to Referrer will be made via bank transfer in USD using the banking information provided by Referrer. Any bank fees JOOR incurs due to Referrer’s bank being outside the US, currency conversion or related international bank charges will be deducted from amounts due Referrer.
For purposes of Section 4 of the Standard Terms and Conditions (Existing Prospect Activity), the default definition of “current activity” in JOOR’s customer relationship management system is the last two (2) months before the Referral, unless otherwise specified on the Referral Program hub.
Except as expressly set forth herein, any other terms and conditions set forth on the Referral Program hub shall apply. The terms of this JOOR Referral Agreement Standard Terms and Condition (including this Summary) shall take precedence over the Referral Program hub in the event of any inconsistency.
Excluded Referrers:
Showrooms
Showrooms and other multi-brand customers of JOOR wishing to add new brands to their JOOR account must do so through their existing contract, and are not eligible to participate in the Referral Program
Individuals When Employer Claims Referral
Individuals are eligible to participate in the Referral Program, but in the case of any dispute between an individual and their employer, JOOR will presume to owe the Referral to the employer, unless otherwise agreed in advance. No fee will be paid more than once for the same Referral.