LandCONNECT™ Referral Program Agreement
Last Modified: March 14, 2022
This is a contract between you (the “Referral Partner”) and us (“Land Intelligence”). It describes how we will work together and other aspects of our business relationship. The LandCONNECT™ Referral Program Agreement applies to your participation in our LandCONNECT™ Referral Partner Program (the “LandCONNECT™ Program”). Acceptance of these terms is required for participation in our LandCONNECT™ Program.
We periodically update these terms. We might also choose to replace these terms in their entirety if, for example, the LandCONNECT™ Program changes, ends, or becomes part of an existing program. If we update or replace these terms, we will let you know via electronic means. If you do not agree to the update or replacement, you can choose to terminate as we describe below.
“Agreement” means this LandCONNECT™ Program Agreement and all materials referred to or linked to in here.
“Customer” means the authorized actual user of the Land Intelligence Products who has purchased or signed up for Land Intelligence Products using a Referral Partner Code.
“Customer Data” means all information that Customer submits or collects via the Land Intelligence Products and all materials that Customer provides or posts, uploads, inputs, or submits for public display through the Land Intelligence Products.
“Customer Transactions” means those transactions by that are eligible for Referral Fee pursuant to the ‘Customer Transactions’ section of this Agreement.
“Land Intelligence Content” means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into our services.
“Land Intelligence Products” means both the Subscription Service and Other Products.
“Land Intelligence Referral Partner” means a company-owned, operated, or controlled by Land Intelligence.
“Other Products” means those products and services that we offer, which are not included in the Subscription Service (as detailed below); and, for the purposes of this Agreement, Other Products includes any implementation, customization, training, consulting, additional support, or other support services.
“Referral Fee” means 10% of the revenue received by Land Intelligence for each Customer Transaction.
“Referral Partner Code” means the unique code you give customer prospects to use when they subscribe.
“Referral Program Policies” means the policies applicable to Referral Partners which we may make available to you from time to time.
“Subscription Service” means our web-based software that is subscribed to, and developed, operated, and maintained by us, accessible via https://landsuite.landintelligence.net or another designated URL, and add-on products to our software. For the purposes of this Agreement, the Subscription Service does not include any implementation, customization, training, consulting, additional support or other support services, or fees for third-party products or services.
“We”, “us”, “our”, and “Land Intelligence” means Land Intelligence, Inc.
“You”, and “Referral Partner” means the party, other than Land Intelligence, entering into this Agreement and participating in the LandCONNECT™ Program.
This Agreement does not create an exclusive agreement between you and us. Both you and we will have the right to recommend similar products and services of third parties and to work with other parties in connection with the design, sale, installation, implementation, and use of similar services and products of third parties.
- Referral Partner Acceptance
Once you complete an application to become a Referral Partner, we will review your application and notify you whether you have been accepted to participate in the LandCONNECT™ Program, or not. Before we accept an application, we may want to review your application with you, so we may reach out to you for more information. If we do not notify you that you are accepted to participate in the LandCONNECT™ Program within thirty (30) days from your application, your application is considered rejected. You will comply with the terms and conditions of this Agreement at all times, including any applicable Referral Program Policies.
- Customer Transactions
- LandCONNECT™ Program Limits. We will pay you the Referral for each Customer that completes an applicable Customer Transaction after using the Referral Partner Code made available by you, provided that you remain eligible to receive Referral Fee pursuant to the terms of this Agreement. The start of the Customer’s subscription is determined by the date of the first purchase or sign up (as applicable) of the Subscription Service by the Customer. You will receive a Referral Fee payment for that Customer Transaction and all subsequent Customer Transactions by that Customer so long as this Agreement is in effect.
- Eligibility. To be eligible for Referral Fee (i) an Referral Partner Code must be used, accepted, and valid in accordance with the ‘Acceptance and Validity’ section; (ii) a Customer Transaction must have occurred; and (iii) we have received payment from the Customer. You are not eligible to receive Referral Fees or other compensation from us if: (i) such compensation is disallowed or limited by federal, state, or local law or regulation in the United States or the laws or regulations of your jurisdiction; (ii) the applicable Customer objects to or prohibits such compensation or excludes such compensation from its payments to us or Land Intelligence Referral Partners; (iii) the Customer has paid or will pay such commissions, referral fees, or other compensation directly to you; (iv) the Referral Fees payment has been obtained by fraudulent means, misuse of an Referral Partner Code, in violation of the LandCONNECT™ Program Agreement or Referral Program Policies we make available to you, or by any other means that we deem to breach the spirit of the Sales LandCONNECT™ Program; or (v) the Customer participates in any of our Referral Partner or partner programs and is eligible to receive Referral Fees in relation to the Customer Transaction under any of these programs. We may discontinue Referral Fees payments should any of the eligibility criteria set forth in this subsection fail to be met at any time.
- Acceptance and Validity. You will only be eligible for a Referral Fees payment for any Customer Transactions that derived from use of the Referral Partner Code that we make available to you and are accepted by Land Intelligence.
- Referral Fees and Payment. To receive payment under this Agreement, you must have: (i) agreed to the terms of this Agreement; (ii) completed all steps necessary to create your account with us in accordance with our directions; (iii) have a valid and up-to-date payment method on file in your account; and (iv) completed all required tax documentation for us to process payments that may be owed to you.
- Requirements for Payment; Forfeiture. Notwithstanding the foregoing or anything to the contrary in this Agreement, if any of the requirements set forth in section 4(a) remain outstanding for six (6) months immediately following the close of a Customer Transaction, then your right to receive Referral Fees arising from all Customer Transactions associated with Customer will be forever forfeited (each, a “Forfeited Transaction”). We will have no obligation to pay you Referral Fees associated with a Forfeited Transaction. Once you comply with the requirements in section 4(b), then you will be eligible to receive Referral Fees on Customer Transactions, as long as these Customer Transactions do not involve the same Customer associated with a Forfeited Transaction.
- Referral Fees Payment. We will pay Referral Fees in United States dollars. We will not pay more than one Referral Fees payment or other similar referral fee on any given Customer Transaction (unless we choose to in our discretion).
- Taxes and Fees. You are responsible for the payment of all taxes and fees (including bank and payment processing fees) applicable to the Referral Fees. All amounts payable by us to you are subject to offset by us against any amounts owed by you to us. We reserve the right to alter or change the Referral Fees amount.
- Training and Support
We may make available to you, without charge, webinars and other resources as part of our LandCONNECT™ Program. If we make such resources available to you, you are encouraged to participate. We may change or discontinue any or all parts of the LandCONNECT™ Program benefits or offerings at any time without notice.
- Referral Partner Marks. You grant us a nonexclusive, nontransferable, royalty-free right to use and display your trademarks, service marks, and logos (“Referral Partner Marks”) in connection with the LandCONNECT™ Program and this Agreement.
- Land Intelligence Marks. During the term of this Agreement, we will make our trademarks available to you, and you may use our trademarks as long as you follow the usage requirements in this section. You must: (i) only use the images of our trademarks that we make available to you, without altering them in any way; (ii) only use our trademarks in connection with the LandCONNECT™ Program and this Agreement; (iii) comply with our style guide and trademark usage guidelines; and (iv) immediately comply if we request that you discontinue use. You must not: (i) use our trademarks in a misleading or disparaging way; (ii) use our trademarks in a way that implies we endorse, sponsor, or approve of your services or products; or (iii) use our trademarks in violation of applicable law or in connection with obscene, indecent, or unlawful topic or material.
- Proprietary Rights
- Land Intelligence’s Proprietary Rights. No license to any software is granted by this Agreement. The Land Intelligence Products are protected by intellectual property laws. The Land Intelligence Products are the property of us or our licensors (if any). We retain all ownership in the Land Intelligence Products. You agree not to copy, rent, lease, sell distribute, or create derivative works based on the Land Intelligence Content, or the Land Intelligence Products, in whole or in part, by any means, except as expressly authorized in writing by us. The Land Intelligence logos and other marks that we use from time to time are our trademarks and you may not use them without our prior written permission, except as otherwise set forth in this Agreement. We encourage all customers, Referral Partners, and partners to comment on the Land Intelligence Products, provide suggestions for improving them, and vote on suggestions they like. You agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into the Land Intelligence Products, without payment to you.
- Customer’s Proprietary Rights. As between you and Customer, Customer retains the right to access and use the Customer portal associated with the Land Intelligence Products.
As used herein, “Confidential Information” means all confidential information disclosed by a party (the “Disclosing Party”) to the other party (the “Receiving Party), (i) whether orally or in writing, that is designated as confidential; and (ii) Land Intelligence customer and prospect information, whether or not otherwise designated as confidential. Confidential Information does not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; or (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party. The Receiving Party shall: (i) protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care it uses with its own confidential information, but in no event less than reasonable care; (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement; (iii) not disclose Confidential Information of the Disclosing Party to any third party; and (iv) limit access to Confidential Information of the Disclosing Party to its employees, contractors, and agents that have a need to know, and have signed a non-disclosure agreement with terms substantially as restrictive as those herein. The Receiving Party may disclose Confidential Information of the Disclosing Party if the extent required by law or court order so long as Receiving Party provides advance notice to the Disclosing Party as promptly as possible and cooperates with the Disclosing Party’s efforts to obtain a protective order regarding such disclosure.
- Opt Out and Unsubscribing
You will comply promptly with all opt out, unsubscribe, “do not call” and “do not send” requests. For the duration of this Agreement, you will establish and maintain systems and procedures appropriate to effectuate all opt out, unsubscribe, “do not call” and “do not send” requests.
- Term. The initial term of this Agreement is one (1) year from the date of execution. The Agreement shall be automatically renewed for additional one (1) year periods, unless terminated earlier per this Section 10. The initial term and all renewal terms are collectively referred to as the “Term.”
- Termination for Lack of Activity. We may terminate this Agreement at the end of the initial Term or any renewal Term if you do not have at least one (1) Customer Transaction using your Referral Partner Code during the previous 12 months.
- Termination without Cause. Both you and we may terminate this Agreement on fifteen (15) days written notice to the other party.
- Termination for Agreement Changes. If we update or replace the terms of this Agreement, you may terminate this Agreement on five (5) days written notice to us, provided that you send us written notice within ten (10) days after we send you notice of the change.
- Termination for Cause. We may terminate this Agreement: (i) upon thirty (30) days’ notice to you of a material breach if such breach remains uncured at the expiration of such period; (ii) upon fifteen (15) days’ notice to you of non-payment of any amount due to us if such amount remains unpaid at the expiration of such period; (iii) immediately, if you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors; (iv) immediately, if you breach the terms application to your subscription with us (if you have one), including if you default on your payment obligations to us or Land Intelligence Referral Partners; or (v) immediately, if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.
- Effects of Expiration/Termination. Expiration of this Agreement, and termination of this Agreement: (i) without cause by us; (ii) by you with cause; or (iii) by you according to the ‘Termination for Agreement Changes’ section, shall not affect our obligation to pay you Referral Fees, so long as the related payment by the Customer Transaction is recognized by us within thirty (30) days after the date of such termination or expiration. We will not pay you Referral Fees on Customer Transactions recognized by us after thirty (30) days after the date of such termination or expiration set out above. Provided however, in the event of termination without cause by you, or for cause by us, our obligation to pay and your right to receive any Referral Fees will terminate on the date of such termination, regardless of whether you would have otherwise been eligible to receive Referral Fees prior to the date of termination. Expect as expressly set forth in this section, you are not eligible to receive a Referral Fees payment after expiration or termination of this Agreement. Upon termination or expiration, you will discontinue all use of your Referral Partner Code and any materials provided to you for your participation in the LandCONNECT™ Program. Upon termination or expiration, a Referral Partner Code is not considered valid, and we may choose to maintain it in our database and engage with prospects that use it. Upon termination or expiration, you will immediately discontinue all use of our trademark and references to this LandCONNECT™ Program from your website(s) and other collateral. For the avoidance of doubt, termination or expiration of this Agreement shall not cause a Customer’s subscription agreement to be terminated.
- Referral Partner Representations and Warranties
You represent and warrant that:
- You have all sufficient rights and permissions to participate in the LandCONNECT™ Program and to provision Land Intelligence with leads for our use in our sales and marketing efforts or as otherwise set forth in this Agreement.
- Your participation in this LandCONNECT™ Program will not conflict with any of your existing agreements or arrangements.
- You own or have sufficient rights to use and grant to us our right to use the Referral Partner Marks.
- You will ensure you are compliant with any trade or regulatory requirements that may apply to your participation in the LandCONNECT™ Program (for example, by clearly stating you are a Land Intelligence Referral Partner on any website(s) you own where you make your Referral Partner Code available.
- You will not purchase ads that direct to your site(s) that could be considered competing with Land Intelligence’s own advertising, including, but not limited to, our branded keywords.
- You will not participate in cookie stuffing or pop-ups, false or misleading links are strictly prohibited.
- You will not attempt to mask the referring URL information.
- You will not use your own Referral Partner Code to purchase Land Intelligence products for yourself.
- You will not use any mechanisms to deliver leads other through an intended consumer. This includes sourcing leads through compilations of personal data such as phonebooks, using fake redirects, or other tools or automation devices to generate leads (including, but not limited to, robots, iframes, or hidden frames), or offering incentives to encourage purchases or signups.
You will indemnify, defend, and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an “Action”) brought against us (and our officers, directors, employees, agents, service providers, licensors, and Referral Partners) by a third party not Referral Partner with us to the extent that such Action is based on or arises out of:
- Your participation in the LandCONNECT™ Program;
- Our use of the prospect data you provide us;
- Your noncompliance or breach of this Agreement;
- Your use of the Referral Partner Code; or
- Our use of the Referral Partner Marks.
We will: notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defense or settlement of any such claim; and provide you (at your expense) with all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You shall not accept any settlement that: (i) imposes an obligation on us; (ii) requires us to make an admission; (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.
- Disclaimers; Limitations of Liability
- Disclaimer of Warranties. We and our Referral Partner companies and agents make no representations or warranties about the suitability, reliability, availability, timeliness, security, or accuracy of the Land Intelligence Products, Land Intelligence Content, the LandCONNECT™ Program, or the Referral Partner Code for any purpose. To the extent permitted by law, the Land Intelligence Products and Referral Partner Code are provided “as is” without warranty or condition of any kind. We disclaim all warranties and conditions of any kind regarding the Land Intelligence Products and the Referral Partner Code including all implied warranties or conditions of merchantability, fitness for a particular purpose, title, and non-infringement.
- No Indirect Damages. To the extent permitted by law, in no event shall either party be liable for any indirect, punitive, or consequential damages, including lost profits or business opportunities.
- Limitation of Liability. If, notwithstanding the other terms of this Agreement, we are determined to have any liability to you or any third party, the parties agree that our aggregate liability will be limited to the total Referral Fees amounts you have actually earned for the related Customer Transactions in the twelve (12) month period preceding the event giving rise to a claim.
- Amendment; No Waiver. We may update or change any part or all this Agreement, including replacing it in its entirety. If we update or change this Agreement, the updated Agreement will be made available to you by email. The updated Agreement will become effective and binding on the next business day after we have notified you. When we change this Agreement, the “Last Modified” date above will be updated to reflect the date of the most recent version at https://landintelligence.net/terms. We encourage you to review this Agreement periodically. If you do not agree to the updated, change, or replacement, you can choose to terminate as we describe above. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver on of any right or remedy on any future occasion.
- Applicable Law. This Agreement shall be governed by the laws of the State of North Carolina, without regard to the conflict of laws provisions thereof. In the event either of us initiates an Action in connection with this Agreement or any other dispute between the parties, the exclusive venue and jurisdiction of such action shall be in the state and federal courts in Richland County, South Carolina.
- Force Majeure. Neither party shall be responsible for failure or delay of performance if caused by an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunications outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
- Actions Permitted. Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.
- Relationship of the Parties. Both you and we agree that no joint venture, partnership, employment, or agency relationship exists between you and us because of this Agreement.
- Compliance with Applicable Laws. You shall comply and ensure that any third parties performing sales or referral activities on your behalf comply with all applicable foreign and domestic laws (including, without limitation, export laws and laws applicable to sending of unsolicited email), governmental regulations, ordinances, and judicial administrative orders. You shall not engage in any deceptive, misleading, illegal, or unethical marketing activities, or activities that otherwise may be detrimental to us, our customers, or the public. Export laws and regulations of the United States and any other relevant local export laws and regulations may apply to the Land Intelligence Products. You will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the US Department of the Treasury. You will not directly or indirectly export, re-export, or transfer the Land Intelligence Products to prohibited countries or individuals or permit use of the Land Intelligence Products by prohibited countries or individuals.
- Severability. If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.
- Notices. Notices will be sent to the contact address set forth herein (as such may be changed by notice given to the other party) and will be deemed delivered as of the date of actual receipt.
- To Land Intelligence: Land Intelligence, Inc., 1225 Laurel St., Suite 211, Columbia, SC 29201, U.S.A. Attention: General Counsel
- To you: your address as provided in our Referral Partner account information for you.
We may give electronic notices specific to you by email to your email address(es) on record in our account information for you. We may give notice to you by telephone calls to the telephone numbers on record in our account information for you.
- Entire Agreement. This Agreement is the entire agreement between us for the LandCONNECT™ Program and supersedes all other proposals and agreements, whether electronic, oral, or written between us. We object to and reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance, or website. Our obligations are not contingent on the delivery of any future functionality or features of the Land Intelligence Products or dependent on any oral or written public comments made by us regarding future functionality or features of the Land Intelligence Products. It is the express wish of both you and us that this Agreement and all related documents be drawn up in English. We may make versions of this Agreement available in languages other than English. If we do, the English version of this Agreement will govern our relationship and the translated version is provided for convenience only and will not be interpreted to modify the English version of this Agreement.
- Assignment. You will not transfer or assign this Agreement without our prior written consent. We may assign this Agreement to any Referral Partner or in the event of merger, reorganization, sale of substantially all our assets, change of control, or operation of law.
- No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity (other than the parties hereto) any right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
- Referral Program Policies. We may change the Referral Program Policies from time to time. Your participation in the LandCONNECT™ Program is subject to the Referral Program Policies, which will be made available to you in the LandCONNECT™ portal and are incorporated herein by reference.
- No Licenses. We grant you only the rights and licenses expressly stated in this Agreement, and you receive no other rights or licenses with respect to us, the Land Intelligence Products, our trademarks, or any other property or right of ours.
- Sales by Land Intelligence. This Agreement shall in no way limit our right to sell the Land Intelligence Products, directly or indirectly, to any current or prospective customers.
- Authority. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.
- Survival. The following sections shall survive the expiration or termination of this Agreement: ‘Referral Fees and Payment’, ‘Proprietary Rights’, ‘Confidentiality’, ‘Effects of Termination/Expiration’, ‘Indemnification’, ‘Disclaimers; Limitation of Liability’, and ‘General’.