Welcome to the Photographer Referral Program

Terms & Conditions

1. Engagement

Company engages Referral Partner as a non-exclusive source of Leads for Company Products.
No warranties are made regarding Leads’ creditability or suitability.
Company controls all pricing, terms, and conditions for Company Products.

2. Independent Contractor

Parties are independent contractors and not agents, partners, or employees of each other.
Each Party is responsible for its own taxes, insurance, and expenses.
Each Party indemnifies the other against claims from employees or contractors.

3. Confidentiality

Confidential Information must be used solely for performing this Agreement and cannot be disclosed without written authorization.
Confidential Information includes non-public business information, customer lists, pricing, etc.

4. Intellectual Property

Company grants a limited license to use Company Marks and Materials for marketing Company Products.
Each Party retains ownership of its Intellectual Property.
No actions should infringe on the Intellectual Property of the other Party.

5. Representations and Warranties

Each Party has the authority to enter this Agreement and will conduct business favorably.
No misleading representations about the other Party or its products.
Warranties are limited and disclaim implied warranties.

6. Publicity and Announcements

No public disclosures or statements about this Agreement without prior written approval.

7. Term and Termination

The Agreement term is one year, automatically renewing unless terminated with notice.
Either Party can terminate the Agreement at any time with written notice.
Upon termination, Confidential Information and materials must be returned or destroyed.

8. Indemnification and Liability Limit

Each Party indemnifies the other against third-party claims.
No liability for incidental, consequential, or special damages, except for indemnification and confidentiality obligations.

9. Miscellaneous

Parties must maintain appropriate insurance.
Notices must be in writing and addressed to the specified address.
The Agreement is governed by Oregon law and any disputes must be resolved in Oregon courts.
Amendments require written agreement by both Parties.
No assignment or delegation without prior written consent.
If any part of the Agreement is invalid, it does not affect the rest.
This Agreement is the entire agreement and supersedes prior agreements.
Exhibit A: Referral Partner Authorized Promotion and Referral Activities

1. Authorized Activities

Referral Partner will use commercially reasonable efforts to promote and market Company Products by obtaining Leads.
Only Company Materials provided or approved by Company can be used.
Referral Partner must use the current names for Company Products and cannot modify Company Materials.
No representations or promises regarding Company’s pricing or commercial terms without a signed customer agreement.

2. Qualified Deals

Upon identifying a prospective customer, a Lead Form must be submitted.
The first submitted Lead Form determines Referral Fees owed.
Acceptance of Leads and sales is at the discretion of the receiving Party.
A Qualified Deal requires a minimum 12-month paid agreement with the Company.

3. Payment of Referral Fee for Qualified Deal

Referral Fee of $500 of the Purchase Price for Qualified Deals within six months from the Lead Form submission.
Fees are paid within 30 calendar days of the quarter following payment receipt.
Purchase Price is the net sales price of the software subscription, excluding taxes and one-time service fees.

4. Payment Schedule

Summary of Fees due provided quarterly in the form of a mutually agreeable invoice.
Invoices are payable within 30 calendar days of receipt.