Referral Agreement

REFERRAL AGREEMENT

Last updated: March 16, 2014

  Agronomic Referral Agreement Thank you for considering or becoming and Agronomic Technology Corp Referral Partner. This Referral Agreement contains the terms and conditions that govern your participation in the Agronomic Technology Corp Referral Program (the “Referral Program”).   On occasion, we may modify the Referral Agreement and other agreements included by reference, including participation requirements and fees.  All Referrers are also Users, as defined in the Agronomic Terms of Use, and therefore are considered Users that are subject to the requirements in the Terms of Use, which is incorporated by reference.   All capitalized terms used below that are not defined on this page have the meanings given to them in the Terms of Use. Definitions “Referrer” is a User engaged in Referral Efforts “Referral Efforts” means a User’s sales, marketing, promotional and customer engagement work intended to deliver new customers and leads of Qualified Product to Agronomic. “Qualified Product” is any item sold on the Agronomic Site that is also part of a published Referral Fee Schedule, outlined in an email, published on an Agronomic website,  or written contract that is still active and for which the product sale is generated in a manner occurs in a way that is compliant with this Agreement, including our Referral Guidelines and Terms of Use. “New Customer”  means a new User that purchases a new administrator account, and that is not part of or a User of an existing account. “Referral Campaign” is a specific effort that that is part of the Referral Program that describes additional terms, benefits and guidelines for Referrers, including participation dates and limitations. “Referral Content” means marketing collateral or information produced by us or one of our partners and affiliates for the purpose of facilitating Referral Efforts.  This includes printed materials, links and digital assets approved to be used on Your Site or in your Referral Efforts. “Referral Guidelines” means and any policies, specifications, user manuals, guidelines, and instructions we provide to Referrers or individuals making referrals, including those contained within the Terms of Use. Program Description The purpose of the Program is to permit you to engage in Referral Efforts   Enrollment and Removal Enrollment is automatic for all Users in qualified areas, and there is no fee to participate, though Users may opt out of the Referral Program by sending a request to info@agronomic.com.   If your primary residence, business or farm operation moves into a location that is prohibited as specified on our “Excluded Locations List” or in this agreement, your eligibility to participate and receive fees is automatically rescinded.   Currently, we are accepting referral partners only in the USA and Canada, and all other locations are excluded. If you have interest and are not in one of these locations, please contact us at info@agronomic.com   Tracking   All commissions require tracking through promotional or identifying codes, or specialized links that are approved and track source and attribution as determined by us. We have no obligation to reward or compensate a referral that contains any errors or improperly executed formats, entries or inputs.    New accounts are considered referred by you if they sign up through your referral.   Specifically, all purchases must have your Order # or other Referral Identifier, or occur through a trackable purchase process (such as a unique source identification code) that we outline for a particular referral campaign or program.  Compensation will not be made for any cancellations or returns, transactions made after the termination of Active Referrer Status, the termination of this Referral Program Agreement, or for any improperly sourced lead or user.   Program Requirements You agree that you will comply with the Referral Guidelines, which we may modify upon occasion by publishing new new guidelines online. You also agree that you will, upon request, provide proof of compliance.   Referral Guidelines:
  1. Your practices will be compliant with our Grower Bill of Rights, protecting the privacy and data of our users
  2. Your use of Agronomic Identifiers are prohibited except as expressly permitted under and in accordance with the Terms of Use and Referral Agreement.
  3. You will not remove, alter, obscure, or make invisible, unreadable, illegible, or indecipherable to visitors of Your Site or in any marketing collateral, any Agronomic Identifiers.
  4. You will use Content solely in accordance with the terms of the Referral Agreement.  Your will use Content solely to send users and leads to us, or complete a transaction, and not for any other purpose. You will not add to, delete from, or otherwise alter any Content in any way, including by adding additional information in a way that materially alters the meaning of the content, implies a third party endorsement, or causes the content to become factually incorrect or misleading.
  5. A submission or “User Input”, including on others’ behalf (such as a Grower Client or other Agronomist you are referring) should be your original work, and lawfully obtained, and does not violate any person or entities rights, including copyright rights.
  6. You will not engage in any promotional, advertising or marketing activities on behalf of Agronomic that are not expressly permitted under the Referral Agreement.
  7. You will not engage in any deceptive, misleading or unethical practices
  8. You will not sell, resell, redistribute, sublicense, or transfer any Content or any application that uses, incorporates, or displays any Content that requires you to sublicense or otherwise give any rights in or to any Content or Agronomic Identifiers to any other person or entity
  9. You will remove any Content or Agronomic Identifiers that is not on the Adapt-N.com site or Agronomic.com site, or that we notify you should not be used.
  10. You will not attempt to use, purchase, bid on, or register any proprietary term, domain name, including “Agronomic Tech,” “Agronomic Technology,” “AdaptN,” “Adapt-N,”  or any other trademark of our affiliates, including misspellings attempted to approximate those, or intend to use any of those terms to redirect prospective or current users.
  11. You will not offer an incentive or seek to profit from encouraging others to take advantage of promotional offers, except as provided in the Referral Agreement.
  12. You will not record, intercept, cache, substitute, store, read, redirect, or fill in contents of any form or other material submitted to us, or otherwise attempt to use any user or prospective user, except as expressly provided by us in our Terms of Use and Referral Agreement.
  13. You will not engage in any transaction with us on behalf of any other entity, or encourage any others to do so.
  14. You will not  engage in other transactions of any kind on the Agronomic Site or with the Agronomic Service on behalf of any other person or entity, or authorize, assist, or encourage any other person or entity to do so.
  15. You will not frame our site or Agronomic Identifiers, or any part of it, including within any other site, application, software or other collateral, without our written authorization.
  16. You will not attempt to circumvent any published Fee Schedule or referral reward, including by encouraging users to work together, coordinating or sharing accounts for the purpose of taking advantage of a volume based discounts or other promotions or creating more than one account to engage in Referral Efforts.
  17. You (and we) will not participate in mass, unsolicited emailings (i.e. spamming), and all Referrers have to adhere to this policy. You may only send individual referral emails to your personal contacts and/or to permission based opt-in email lists. Violation of this policy will result in the termination of the agreement and immediate dismissal from our Referral Program  program with all accrued, current and future benefits voided.
  18. You are prohibited from enrolling into our Referral Program if your site or service(s) are involved in unlawful activity or contain objectionable material including by way of example only: a site or services containing images or content that is in any way unlawful, harmful, threatening, defamatory, obscene, or otherwise legally prohibited, a site or services facilitating illegal activity or considered obscene or harmful to minors or not in compliance with applicable laws; a site or services promoting fraudulent, unlawful, misleading, or unfair business practices, a site or services promoting violence, a site or services that has sent unsolicited commercial e-mail within the past four years, a site or services that intends on sending unsolicited commercial e-mail at any time during the term of this agreement, a site or services promoting discrimination based on race, sex, religion, nationality, disability, or age, a site or services incorporating any materials which infringe or assist others to infringe on any copyright, trademarks, patents, or other intellectual property rights, or a site or services involving unfair competition
  19. We will not pay any Referrer who have chargebacks and creditbacks of 10% or greater. Creditback is defined as customers who cancels their plan and receives a credit. Chargeback is defined as a refund of payment for customers after the credit card has been processed or invoice paid.
  Use of Program Materials   While active in the Referral Program, you may use approved Referral Content in a way that is fully compliant with Referral Guidelines.   You will be solely responsible for appropriate use of Referral Content, and are solely responsible for the correct operational use and costs of any technology, consultants, employees, marketing, advertising, direct expenses or any expenditures of any sort related in any way to the Referral Program.  We will have no liability for these matters, and you agree to defend, indemnify, and hold us, our affiliates and licensors, and our and their respective employees, officers, directors, and representatives, harmless from and against all claims, damages, losses, liabilities, costs, and expenses (including attorneys’ fees) relating to your Referral Efforts and compliance with Referral Guidelines.   Order Processing In certain circumstances, we will process customer orders for Referrers, and we reserve the right to review, cancel, delay and charge transaction fees for rejected orders.  These activities will be tracked and made available to you.   Referrer Benefits Benefits to Referrers will be specified in our campaign or published fee schedules, incorporated by reference, and will be changed, terminated or extended from time to time, with a posting on an Agronomic Site serving as notice.   Benefit will be rewarded at the end of the second full month after a qualified purchase is made or after the referred user’s cancellation period has passed with the New User remaining active, or as specified in a Referral Campaign whichever is later.  For example, if a purchase is made on April 20th, the Referrer Benefit would occur no sooner than June 30th of that same  year.  Any fees paid would require direct deposit, where the Referrer must provide mailing and bank information, including the name address, routing number/ABA number.   Referrer benefits can be only requested by and presented to the person who has originally opened the account and not to other users with access to this account. Use of Agronomic Identifiers Your use of Agronomic Identifiers must comply with this Agreement.  This includes, but is not limited to using Agronomic Identifiers only for the intended purpose.   You may not alter, change, stylize, obfuscate, approximate through misspelling, any Agronomic Mark and name owned by us.  You acknowledge and agree that all rights in and to the Agronomic Identifiers are our exclusive property, and any goodwill generated by your use of any Agronomic Mark will inure to our exclusive benefit. You will not take any action that is in conflict with our rights in or ownership of any Agronomic Identifier.   Territory   Neither party grants the other exclusive rights with respect to distribution of the Products and no franchise or exclusive territory is granted in this agreement. Disclosure You will not misrepresent the relationship between us and you, including by implying or stating an endorsement or sponsorship by us.   For activities that connect or link a prospective user to an Agronomic site, the destination and opt-in, if used, should be made clear to the user.   Limited License Subject to the terms of this Referral Agreement and solely for Referral Efforts, we grant approved and active Referrers a limited, revocable, non-transferable, non-sublicensable, non-exclusive, license to Referral Content and ability to earn specified program benefits.   Reservation of Rights and Submissions Except for the Limited License set forth in this Agreement, we reserve all interest, title, rights, to intellectual property, proprietary assets, Referral Guidelines, applications, interfaces, Data, code, technology, modifications, our partners trademarks, Agronomic Identifiers, Content, domain names, embodiments of Referral Efforts, and rights of our solution, and you agree that participation does not grant you any rights to any ownership interest, license, rights used in connection with the Program, including any modification within it that you or others may have provided.   We reserve the right to market and communication leads that are referred by you in any form, and to to do so without Referrer benefit if they do not become paid New Users within 60 days of that receipt. This includes if any period for which they become unpaid users of our free tools.   Term and Termination The term of this Referral Agreement begins effective with your active User Status and ends when terminated by either party.  Either party may terminate at any time, with or without cause, by giving the other party written notice of termination.   Upon termination you will promptly cease and remove all use of Referral Content, Agronomic Identifiers, and delete or otherwise destroy all of the other materials provided or made available by or on behalf of us to you under this Referral Agreement or otherwise in connection with the Program.   We reserve the right at any time to terminate your authorization or acceptance into the Referral Program.   Termination of your User Account will automatically terminate your Referral Program participation and any outstanding or future payments.   Involuntary termination will include, but not be limited to the following:
  1. Non-compliance with Program Requirements, Terms of User or Program Guidelines
  2. Have an incomplete, incorrect, or non-updated application or account
  We reserve the right, exercisable in our sole discretion, to take appropriate action against any use without permission or any use that does not conform to these policies and guidelines. We may terminate the Agreement in whole or in part upon written notice to you.   For any termination, we may also withhold any benefits or request return of benefit to ensure correct payment, including but not limited to accounting for cancellations and returns.   All obligations and rights of both parties for the Referral Agreement will terminate, except for these that will survive:  Enrollment and Removal “Excluded Locations” list, Referral Guidelines, Tracking, Use of Program Materials, Use of Agronomic Identifiers, Referrer Benefits, Disclosure, Reservation of Rights and Submissions, Compliance with Laws, Other Referral Terms. Active Users are still subject to our Terms of Use Agreement.   Termination of this Agreement does not relieve user for any liability for any breach, or accrued liability prior to Termination. Compliance with Laws While participating in the Referral Program you agree to comply with all applicable laws, ordinances, rules, regulations, licenses, permits, orders, judgments, decisions, and other requirements of any governmental authority, including any federal, state, local, or other entity, that has jurisdiction over you or your participation.  If you’re sending email, you must comply the current CAN-SPAM Act. Other Referral Terms   You acknowledge and agree that Agronomic Entities may at any time directly or indirectly pursue or solicit leads, customer referrals or engage in any activity that may compete with your efforts. This Referral Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns.  Our failure to enforce your strict performance of any provision of this Referral Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Referral Agreement.