's adherence to the Privacy Policy in all matters involving privacy of Referrals' information.
Promotion, Referral Activities: Partner agrees to engage in continued, active promotion of the RecruitChute, Inc. Service in various marketing channels using the Licensed Marks and Marketing Materials, and do so in compliance with the terms of this Agreement.
Prohibited Activities. Partner agrees not to associate Marketing Materials with content that is unlawful in any manner, or which is otherwise harmful, threatening, defamatory, obscene, offensive, harassing, sexually explicit, violent, discriminatory, or otherwise objectionable in RecruitChute, Inc.'s sole discretion. Partner agrees not to send unsolicited electronic messages to multiple unrelated recipients ("Spamming") in promoting the RecruitChute, Inc. Service, or otherwise to engage in any other form of mass electronic communications prohibited by law in connection with activities contemplated under this Agreement.
Permissible Use of RecruitChute, Inc. Marks.
Through the Guidelines and otherwise, RecruitChute, Inc. shall provide specifications and other instructions from time to time as to Partner's permissible use of the Licensed Marks in creating Marketing Materials and promoting the RecruitChute, Inc. Service. Partner further agrees to comply with all such specifications and instructions.
Partner shall ensure that all Licensed Marks appearing on its Marketing Materials are in the form approved by RecruitChute, Inc. in the Guidelines or otherwise, shall not modify any RecruitChute, Inc. Marks or otherwise substantially modify other Marketing Materials contrary to reasonable instructions provided by RecruitChute, Inc., and shall further comply with reasonable instructions from RecruitChute, Inc. as to the form, content and display of Marketing Materials. Upon termination of this Agreement for any reason whatsoever, or upon written request by RecruitChute, Inc., the license granted herein shall expire and Partner shall immediately cease all its activities under this Agreement.
Liabilities. Partner shall be solely responsible for its operations in acting under this Agreement, including, without limitation, the legality of Partner's operations and materials, created and used in connection with this Agreement. Except for a claim alleging that a RecruitChute, Inc. Mark violates a third party's trademark rights, RecruitChute, Inc. is not responsible for the development, operation or content of Partner's Marketing Materials and Partner agrees to defend, indemnify and hold RecruitChute, Inc. harmless against any and all claims, actions, causes of action, damages, or expenses (including attorney fees) relating to the development, operation, content and maintenance of Partner's Marketing Materials.
Customer Relations. During and after the Term, RecruitChute, Inc. shall be the exclusive owner of all relations created via Partner among RecruitChute, Inc. and Referrals with respect to the RecruitChute, Inc. Service, including any and all information identifying Referrals who contract with RecruitChute, Inc. for the use of the RecruitChute, Inc. Service. The Terms, Privacy Policy, and RecruitChute, Inc.'s rules and procedures for the RecruitChute, Inc. Service will apply to these Referrals and may be changed by RecruitChute, Inc. without prior notice to Partner, and Partner agrees to convey to Referrals the nature of their relations with RecruitChute, Inc. under the Terms.
"Qualified Referrals" mean Referrals (i) referred by Partner to RecruitChute, Inc. and who complete the sign-up procedure in accordance with the procedure described in Section 3(b) below; (ii) of whom RecruitChute, Inc. has no record in connection with the RecruitChute, Inc. Service, or who are not, at the time referred to RecruitChute, Inc. by Partner, in any contractual relations or ongoing negotiations with RecruitChute, Inc. in connection with the RecruitChute, Inc. Service; (iii) who accept the Terms and acquire, at a Referral's own discretion and without receiving any monetary or other incentive from Partner, at least annual subscriptions of any of the following RecruitChute, Inc. Service plan bundles: (A) Club Base Annual (B) Club Elite Plan; and (iv) who are not rejected by RecruitChute, Inc., and make at least one payment (annual prepay) or three payments (annual term, monthly billing) to receive the RecruitChute, Inc. Service.
Referral Procedure. Each Referral shall be referred to RecruitChute, Inc. by Partner through an online form provided by RecruitChute, Inc. to Partner, which Partner shall fully complete and submit to RecruitChute, Inc. ("Referral Form"). Upon receiving each Referral Form, RecruitChute, Inc. shall send an email to the Referral's email address indicated in the Referral Form, detailing the steps to be taken towards registration to receive the RecruitChute, Inc. Service and becoming a Qualified Referral. RecruitChute, Inc. shall be responsible for the sales process to all Referrals, subject to the Parties' continued good-faith cooperation in promoting the sales process to Referral.
Responsibilities. RecruitChute, Inc. shall collect all fees from Referrals for the RecruitChute, Inc. Service directly from Referrals.
Referral Fees. Upon a Referral becoming a Qualified Referral, RecruitChute, Inc. shall pay Partner referral fees in arrears based on the listed fees located at https://www.info.recruitchute.io/club-referral-partners, (excluding any discounts) payable by the Qualified Referral under the Terms for the time period indicated in the Form ("Referral Fees"). Such Referral Fees shall become payable and be paid to Partner within approximately (< add) ninety (90) days of the service start date granted payment obligations in section 3 (Qualified Referral) are achieved.
Associated charges. Partner shall be responsible for payment of all taxes, duties, governmental charges and other like charges levied on the Referral Fees, and Partner shall indemnify, defend and hold RecruitChute, Inc. harmless from and against any claims arising out or relating to all charges emanating from RecruitChute, Inc.'s payment of Referral Fees.
Sales/Commissions Reports. RecruitChute, Inc. shall provide Partner, via email, or through extranet login and password, a quarterly report summarizing the sales activities of Partner and its commissions for Qualified Referrals derived from Referral Forms. RecruitChute, Inc. shall not reveal the names or other personal information about Referrals and Qualified Referrals.
Initial Term. This Agreement shall become effective as of the Effective Date and shall continue for twelve (12) months thereafter ("Initial Term"), unless RecruitChute, Inc. reject Partner's application to participate in the Program.
Without Cause. RecruitChute, Inc. shall have the right to terminate this Agreement at any time for any or no reason by giving ten (10) days prior written notice to Partner.
Modification of Agreement. RecruitChute, Inc. may modify this Agreement from time-to-time at its reasonable discretion by posting a change on the Site (at https://RecruitChute.us/referrals) or notifying Partner via email. If Partner objects to any such change, Partner may terminate this Agreement for cause. Partner's continued participation in the Program following receipt of notice about changes to this Agreement shall constitute binding acceptance of this Agreement as amended.
Assignment. RecruitChute, Inc. may assign this Agreement at any time. Partner may not assign or transfer this Agreement without RecruitChute, Inc.'s prior written consent, such consent not to be unreasonably withheld.
Intellectual Property Rights. All intellectual property rights (such as but not limited to trademarks, trade names, logos, patents, copyrights, domain names and derivative rights) in RecruitChute, Inc. Marks, the RecruitChute, Inc. Service and related content and technology around the world ("RecruitChute, Inc. IP Rights") are and will remain the exclusive property of RecruitChute, Inc. and its subsidiary companies. The License granted by RecruitChute, Inc. to Partner under Section 1 of the Business Terms is granted solely under the terms of this Agreement and in furtherance of its objectives. Partner's right to use the Licensed Marks is at the discretion of RecruitChute, Inc. and is subject to Partner's compliance with the terms of this Agreement, Guidelines, and with all applicable laws and regulations. Partner agrees to (a) not use any RecruitChute, Inc. IP Rights in any manner reasonably likely to breach this Agreement; (b) not do anything contesting or impairing any RecruitChute, Inc. IP Rights; (c) not create or obtain any intellectual property rights (such as but not limited to trademarks, trade names, logos, patents, copyrights, domain names and derivative rights) that are substantially similar to any RecruitChute, Inc. IP Rights; (d) promptly notify RecruitChute, Inc. of any unauthorized use of any RecruitChute, Inc. IP Rights of which Partner has actual knowledge; and (e) always use the Licensed Marks and any other RecruitChute, Inc. Marks in compliance with the Guidelines. RecruitChute, Inc. may perform periodic reviews of any Marketing Materials presented by Partner, and shall have the exclusive authority and discretion to order the removal and/or amendment of any Marketing Materials presented by Partner.
Limited Warranty. Both Parties warrant that at all times during the Term they will comply with all applicable