MomentFeed Customer Referral Program

Terms & Conditions

The MomentFeed Customer Referral Program and these Terms and Conditions (the “Terms)” (“Referral Program”) are effective as of the [2nd] day of February 2021 and shall extend for the period referenced under “Term and Termination” below.

The Customer Referral Program and these Terms establish an arrangement and structure through which MomentFeed, Inc.’s (“MomentFeed’s”) customers (each a “Referrer” or “you”) obtain fees for providing to MomentFeed referrals of companies that sign up for and become paying customers of MomentFeed Services.

Referrer and MomentFeed are each referred to as a “party” and collectively referred to as the “parties”.

PLEASE READ THESE TERMS CAREFULLY BEFORE PROCEEDING. BY PARTICIPATING IN THE REFERRAL PROGRAM OR BY CLICKING "ACCEPT" BELOW, YOU AGREE TO BECOME A PARTY TO AND ARE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT CLICK “ACCEPT” OR PARTICIPATE IN THE REFERRAL PROGRAM.

1. Definitions

1.1 “Confidential Information” means non-public, confidential information disclosed by a party hereunder (“Discloser”) which has commercial value in Discloser’s business, and given the circumstances of disclosure, and/or the nature of the information, the receiving party (“Recipient”) knew or should have known the same was confidential, including without limitation, Discloser’s software, algorithms, source code, and technology.

1.2 Intellectual Property Rights” means all of MomentFeed’s ownership and usage rights associated with intellectual property and the MomentFeed Services, including without limitation with respect to MomentFeed’s software and technology on a world-wide basis.

1.3 “MF Customer Profile” means a company with multiple branches or locations available to the public whose business would benefit from MomentFeed’s world class services suite.

1.4 MomentFeed Services” and “Services” means one or more of MomentFeed’s subscription-based Software as a Service (“SaaS”) based application services offerings.

1.5 New Customer” means a Prospect or Potential Customer with which MomentFeed has signed a contract for the delivery of MomentFeed Services, due to the introduction and efforts of Referrer, who remains as a paying Services customer for a minimum of ninety (90) days.

1.6 Prospect or Potential Customer means a third party potential customer of MomentFeed in the Territory that meets the MF Customer Profile who (i) was first brought to MomentFeed’s attention by Referrer through the Referral Program and, as of the time of the introduction by Referrer, is not a current MomentFeed customer; (ii) has no active sales activities with MomentFeed as of the time of the referral and for sixty (60) days before; and (iii) is listed by Referrer as a Prospect on the Referral Program Website.

1.7 “Sales Process means the communications and processes in which MomentFeed engages a potential customer with the intention to sell MomentFeed Services.

1.8 Referral Fees” means the fees earned by Referrer under the Referral Program.

1.9 Referral Program Website means https://momentfeed.com/momentfeed-referrals/.

1.10 “Referrer Award” means five percent (5%) of the Services Fees actually received by MomentFeed from each New Customer during the first twelve (12) months that Services fees are received (the “Payment Period”) up to the maximum per New Customer set forth below and on the Referral Program Website.

1.11 “Services Fees means gross revenues actually received by MomentFeed in good funds from New Customers during the Payment Period, less all discounts, credits and refunds.

2. Scope, Process and Program Obligations

2.1 Scope of Obligations.​ Participation by Customer is optional and the Referral Program is nonexclusive. MomentFeed reserves the right to decline to contract with or sell MomentFeed Services to any Prospect for any reason in its sole discretion and to cease selling MomentFeed Services at any time.

2.2 Process and Confirmation.
(a) Referrer will enter Prospect information via the Referral Program landing page at https://momentfeed.com/momentfeed-referrals/; (ii) MomentFeed will review the information entered and provide Referrer with confirmation of any Prospects that it determines are in conflict or inconsistent with the definitions in Section 1; and (iii) in the absence of conflicts or issues, Referrer will introduce the Prospect to MomentFeed’s designated person by phone or email and MomentFeed will take it from there.
(b) Other details about the process and Referral Program are set forth on the Referral Program Website at https://momentfeed.com/momentfeed-referrals/.

2.3 Referral Fees.​

(a) Qualified Introduction Awards. For each referred Prospect that attends a MomentFeed demonstration of the Service as a result of Referrer’s referral and introduction within sixty (60) days after Referrer’s introduction, Referrer will receive a one-time lump sum payment of $500 U.S.D. (“Qualified Introduction Award”).

(b) Referrer Awards. Referrer will receive the Referrer Percentage multiplied by the Services Fees for each New Customer during the Payment Period; provided, however, that total payments to Referrer for each New Customer shall not exceed $[5,000] U.S.D.

(c) Payment.​ Referrer will provide a completed form W-9 to MomentFeed to enable its compliance with tax and accounting requirements. Referral Fees shall be paid within [forty-five] [(45)] days following the end of each calendar quarter: (i) in which Qualified Introduction Awards are earned, and (ii) for Referrer Awards, in which Services Fees are collected from New Customers.

(d) Invoicing.​ MomentFeed will be solely responsible for invoicing New Customers for the use of MomentFeed Services, collecting payments and calculating Referral Fees payable.

3. Ownership, Intellectual Property and Other Matters

3.1 Ownership and Protection of Intellectual Property Rights. The parties acknowledge and agree that as between the parties, the MomentFeed Services and Intellectual Property Rights are solely owned by MomentFeed, and Referrer agrees that it will take no action contrary to such rights.

3.2 Compliance with Laws. Each party will comply with all applicable international, national, state, regional and local laws and regulations in performing its duties hereunder and in any of its dealings with respect to the Services, including without limitation, the U.S. Foreign Corrupt Practices Act of 1977, as amended, 15 U.S.C. §§ 78dd-1, et seq.

3.3 Costs and Expenses. Referrer and MomentFeed shall bear all their own costs and expenses incurred in the performance of their obligations under these Terms.

4. Term and Termination

4.1 Commencement and Term. The Referral Program commences on the date in paragraph 1 of page 1 and will continue through the [_____] day of [__________] 202[ ], unless earlier terminated or extended by MomentFeed at its discretion.

4.2 Termination. MomentFeed has the right to terminate the Referral Program at any time for any reason. Subject to Section 2.1 (Scope of Obligations), all rights to Referral Fees that have accrued to Referrer prior to termination will survive until all payments due have been made.

5. Confidentiality. Each party agrees: (i) to hold Discloser’s Confidential Information in strict confidence, and to take precautions to protect such Confidential Information from unauthorized disclosure, and to use at least as strict as Recipient employs with respect to its most confidential materials, but in no case less than reasonable precautions; (ii) not to disclose any such Confidential Information or any information derived therefrom to any third party; (iii) not to make any use whatsoever at any time of such Confidential Information except for the sole limited business purpose necessary to perform its obligations hereunder. The foregoing obligations shall not apply to information that Recipient can document: (1) becomes generally available to the public through no improper action or inaction by Recipient; (2) was in its rightful possession or known by it prior to receipt from Discloser; (3) was rightfully disclosed to it by a third party without restriction; or (4) was independently developed by Recipient without use of or reference to Confidential Information.

6. Representations and Warranties. Each party represents and warrants to the other that: (i) such party has the right, power and authority to participate in the Referral Program and to fully perform all its obligations hereunder; (ii) they acknowledge that a binding agreement is formed by their collaboration and performance under the Terms and Conditions; and (iii) the making and performance of the agreement formed by their collaboration hereunder does not violate any agreement or obligation existing between such party and any third party.

7. Disclaimers and Limitation of Liability

7.1 Disclaimers of Warranty. Except for the representations and warranties in Section 6 (Representations and Warranties), MomentFeed disclaims all other warranties, express, implied or statutory, including without limitation, the warranties of merchantability and fitness for a particular purpose, concerning the Services provided hereunder or pursuant hereto or any information accessed using the Services. Except to the extent otherwise set forth herein, MomentFeed specifically denies any responsibility for the accuracy or quality of information obtained through the Services.

7.2 No Consequential or Incidental Damages. to the maximum extent permitted by applicable law, excluding liabilities or losses associated with a breach of sections 3.1 (Ownership and Protection of Intellectual Property Rights) or 5 (Confidentiality), in no event will either party be liable for any indirect, special, incidental, consequential or exemplary damages arising out of or in any way relating to these terms, the services, or the use of or inability to use the services including, without limitation, damages for loss of goodwill, work stoppage, lost profits, loss of data, computer failure or any and all other commercial damages or losses, even if advised of the possibility thereof and regardless of the legal or equitable theory (contract, tort, strict liability or otherwise) upon which the claim is based.

7.3 Limitation of Liability. excluding claims, liabilities or losses associated with an intentional breach of sections 3.1 (Ownership and Protection of Intellectual Property Rights) or 5 (Confidentiality), in no event will either party’s aggregate, cumulative liability arising out of or relating to these terms exceed the amounts paid to Referrer by MomentFeed during the twelve (12) months immediately preceding the event giving rise to liability. this limitation is cumulative for all claims howsoever arising under all agreements and ordering documents, and shall apply even if the remedies provided in these Terms and Conditions shall fail of their essential purpose.

8. Indemnification

8.1 By MomentFeed. MomentFeed agrees to defend, protect, indemnify and hold Referrer harmless from and against all liabilities, damages and penalties to the extent arising out of any claims by a third party that the Service infringes or misappropriates any third party U.S. copyright, trade secret or patent right, except to the extent arising from Referrer’s use of the Service in breach of these Terms.

8.2 By Referrer. Referrer agrees to defend, hold harmless, and indemnify MomentFeed from and against any and all costs, damages and expenses, including reasonable legal fees, arising from or relating to any claim, suit, action or proceeding arising out of any warranties or representations regarding the Services made by Referrer, or its employees, officers or agents, if such warranties or representations made by Referrer exceed the warranties or representations which MomentFeed makes to Referrer regarding the Services.

9. Miscellaneous. These Terms shall be governed by the laws of the State of California without regard to its conflict of laws principles. Except for actions seeking injunctive relief, the parties agree to the exclusive jurisdiction of the federal and state courts in Los Angeles County, California. The provisions of Sections 3, 4, 5, 7, 8 and 9 of these Terms shall survive termination or expiration of these Terms and the Referral Program. Neither these Terms nor any rights hereunder may be assigned or otherwise transferred by Referrer, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of MomentFeed. Subject to the foregoing, these Terms will be binding upon and will inure to the benefit of the parties and their respective successors and assigns. Any assignment in violation of the foregoing will be null and void. The relationship between the parties is that of independent contractors and nothing in these Terms shall be deemed to create a partnership, joint venture or agency relationship between the parties. These Terms constitute the entire agreement and understanding of the Parties with respect to its subject matter, may not be modified, altered or amended except in writing and executed by both parties, supersede all prior understandings and agreements and shall apply exclusively notwithstanding and previous or contemporaneous Terms. Headings in these Terms are for convenience only and will not be considered in the interpretation of these Terms. Any notice or written communication required or permitted to be given by a party hereunder will be made by hand delivery, facsimile transmission (promptly confirmed by another permitted method of delivery) or overnight delivery at the address specified above or by electronic e-mail, or at such other addresses as the party may specify in writing. Any such notice, written communication or e-mail message will be considered to have been received on the date of hand delivery or transmission by facsimile or e-mail or the next business day after sent by overnight delivery service. If any provision of these Terms is declared invalid or unenforceable by a court of competent jurisdiction, such provision will be deemed automatically modified to conform to the requirements for validity and enforceability, and as so modified, will be deemed a provision of these Terms as though originally included herein.

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Attention: By clicking SUBMIT on the Referral program website, you are acknowledging your agreement and acceptance of the terms, conditions, limitations and restrictions set forth above, which will result in the formation of a legal, binding agreement between you and MomentFeed. If you do not agree, do not click the SUBMIT button.