Binary Referral Partner Application
This Agreement is a legally binding document that describes the terms and conditions for participation in the Binary Referral Program. In this Agreement, the term "Referral" refers to you (the applicant). “Binary” refers to the product owner and publisher, 01001010 Biometrics Inc.
ModificationWe may modify any of the provisions of this Agreement at any time and at our sole discretion. These modifications may include, but not limited to changes in the scope of available referral fees, fee schedules, payment procedures and Referral Program rules. If any of the modifications are UNACCEPTABLE TO YOU, your only recourse is to terminate this Agreement. If you CONTINUE PARTICIPATION IN THE PROGRAM, it will be considered as your acceptance of the change.
EnrollmentTo enroll in the Referral Program, you must submit a payment of $500.00, complete the Referral Application and be approved. Applications are processed within 24 hours and applicants will be notified of their acceptance status as soon as possible after their information is reviewed. If you are not approved, your payment will be refunded. If you are approved, your payment will not be refunded.
Referral URLUpon your acceptance into the Referral Program, you will be issued a special URL that is unique to you. It will allow you to be paid for Referral referrals. After the customer registers with Binary, you will be tagged to the customer and receive the residual commission even if they do not use your Referral link, as long as your Referral account is in good standing with Binary.
CommissionsReferral Partners will receive 15% of the gross sale from orders. Commissions may change at the discretion of the product publisher. Binary commissions may increase during limited time special promotions, but, after the promotions, they will revert back to the regular 15% commission rate.For a sale to generate a commission to a Referral, the customer must complete the order form and remit full payment for the product ordered through the secure ordering system. Once the customer has ordered, you will be tagged as the Referral and receive any residual commission from the customer. If you are providing word of mouth referrals, you will only be paid if you submit an online customer referral form BEFORE the customer places the order. Commissions will only be paid on sales that are made when the customer clicks through qualified, correctly structured Referral links, timely submitted customer referral forms, or have been previously assigned to you. Properly coded links are the sole responsibility of the Referral. If the customer has an account with Binary the commission will only be paid once Binary receives full payment from the customer.The referral shall be responsible for payment of all taxes to which the commission is subject. Referral agrees to indemnify and hold Binary harmless against any taxes, including penalties, duties, and interest levied by any government on the commission.
PaymentBinary pays Referral Partners via a PayPal account, provided to us when Referral joins. If the PayPal email changes, it is the responsibility of the Referral to notify the Referral Program administrator to ensure proper commission payments.
Order FulfillmentBinary, or its licensed partners will be solely responsible for processing every order placed by a customer. Referral Partners are not authorized to collect payments or sell any Binary products from other websites as a "reseller" and no "resale" rights are granted in ANY way. Referral Partners are not authorized to sell any of these products on eBay or other auction sites. Referral Partners are not authorized to give away copies of any of these products. Binary will also be solely responsible for all customer service inquires. All Referral Partners understand and acknowledge that no physical products will be shipped.Customers who purchase products and services through the Binary Referral Program will be deemed to be customers of Binary. Accordingly, all rules, policies, and operating procedures concerning customer orders and service will apply to those customers. We may change our policies and operating procedures at any time. Prices and availability of our products and services may vary from time to time. Binary policies will always determine the price paid by the customer.
Qualifying SitesBinary reserves the right to refuse any site entry into the Binary Referral Program based on site content. Sites that do not qualify for the Referral Program include sites which:
Permitted Usage of Marketing ResourcesThe following are permitted uses of the Binary brand and marketing resources:Referral Partners are permitted to use graphical banners and design resources that are provided to them from time to time. If a specific size banner ad is not available, the Referral may contact the Referral Program manager by sending an email to [email protected] and request a new banner graphic be added to the available resources.
Prohibited UsageThe following prohibited activities are grounds for immediate termination of the Referral account:
Binary Anti-Spam Policy
Binary strictly prohibits Referral Partners from using spam e-mail and other forms of Internet abuse (including spamming forums, blogs, Twitter, Facebook and other social media outlets) to seek sales. Spam is defined as including, but not limited to, the following:
Relationship of PartiesReferral Partners are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. Referral Partners have no authority to make or accept any offers or representations on our behalf. Referral Partners will not make any statement, whether on their sites or otherwise, that would contradict this Section.
Term and TerminationThe term of this Agreement will begin when you accept it and will end when terminated by either party. Either Binary or the Referral may terminate this Agreement at any time, with or without cause. Upon the termination of this Agreement for any reason, all licenses granted hereunder shall immediately terminate and you will immediately cease use of, and remove from Referral's Web Site, all links to the Binary websites, and all Binary trademarks and logos, other Binary marks and all other materials
Mutual Non-Disparagement The parties agree that they will not, at any time, make any comments about each other that are, or could be interpreted to be, disparaging or derogatory or that paint the other party in a negative light. Specifically, Referral agrees, among other things, that they will not make any disparaging, derogatory or negative comments about Company officers, directors, owners, employees, products, policies or practices. Company's obligation pursuant to this Section is limited to comments made by members of Company's Board of Directors or Company's officers.If either party breaches the commitments contained in this Section, that party will be liable to the other for all resulting damages.
Non-Solicitation of Customers, Employees & ConfidentialityDuring the term of this Agreement and for a period of one (1) year after the expiration or termination of this Agreement for any reason, Referral agrees that he or she shall not:
Limitation of LiabilityBinary will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, expenditures or data) arising in connection with this Agreement or the Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total commissions paid or payable to the Referral under to this Agreement.
Disclaimer of WarrantyBinary makes no express or implied warranties or representations with respect to the Referral Program or a Referral's potential to earn income from the Referral Program. In addition, Binary makes no representation that the operation of the websites or the Referral links will be uninterrupted or error-free. Binary will not be liable for the consequences of any interruptions or errors. In no event will Binary’s aggregate liability will exceed $500. No claim, suit or action can be brought against Binary after more than six months from the date the underlying cause of action has occurred.
IndemnityReferral will defend, indemnify and hold Binary harmless from and against all claims, damages, liabilities, losses, expenses and costs (including reasonable fees and expenses of attorneys and other professionals) arising out of or resulting from any action by a third party against Binary that is based on a claim that any actions performed as a result of this Agreement infringe, misappropriate or violate such third party’s rights or any applicable law.
Referral cannot assign or transfer any obligations under this Agreement to any other person or entity.
Non-ExclusivityThis Agreement is non-exclusive, and shall in no way limit either party’s right to sell directly or indirectly any product or service to any of its current or prospective clients.
JurisdictionThis Agreement will be governed by and construed in accordance with the laws of the State of Florida, without regard to conflict of laws principles that would result in application of any other law. Any legal action or proceeding arising under this Agreement will be brought in the courts located in Brevard County, Florida and the Parties irrevocably consent to the personal jurisdiction and venue therein.
MiscellaneousBinary’s failure to enforce Referral’s strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.By signing up with the Binary Referral Program, you acknowledge that you have fully read and understands this Agreement and agree to all of its terms and conditions. You have independently evaluated this program and are not relying on any representation, guarantee or statement other than as set forth in this Agreement.
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Document Name: Binary Referral Partner Application
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