This Status Advisors Referral Program Agreement (“Agreement”) is entered into by Status Advisors LLC (“Status Advisors” or the “Company” herein) and the referring party executing this Agreement (“Participant”). This Agreement governs Participant’s participation in the Status Advisors Referral Program described herein (the “Program”). You represent and warrant that: (i) you have full legal authority to enter into this Agreement; (ii) you have read and understand the Agreement, and (iii) you agree to the terms of this Agreement. If you do not have legal authority to enter into this Agreement or do not agree to these terms, please do not click to accept this Agreement below.
This Agreement is effective between Participant and Status Advisors as of the date Participant electronically accepts this Agreement.
1. Definitions
“Referral Code” means the unique code to be provided by Status Advisors to Participant and which will correlate Eligible Referrals submitted by Participant to Participant’s Program account.
“Eligible Referral” means an eligible new customer lead for the direct online purchase of the Services directly from Status Advisors, excluding Ineligible Referrals.
“Incentives” means redeemable coupons, promotions, or other incentives for use by the Participant in promoting and marketing the Services under this Agreement.
“Ineligible Referrals” means government officials, government owned or -controlled entities and any of their employees, political parties and candidates, Services customers of resellers, any other individuals or entities already in the Company’s systems, and the Company’s representatives, agents or employees
“Participant” means a member of the Program with a primary residence or principal place of business in the United States of America that is an individual, business or other entity with a valid tax ID number but may not include (i) government officials, government owned or -controlled entities and any of their employees, (ii) political parties and candidates, and (iii) representatives, agents, or employees of Status Advisors.
“Program Guide” means any set of applicable Program terms in addition to this Agreement that Status Advisors may make available to Participant via the Resource Portal and that will govern Participant’s continued participation in the Program.
“Referral” is a new customer lead for Services submitted by Participant, via its Referral Code, to Status Advisors.
“Referral Rewards” means the fees to be paid by Status Advisors to Participant for Eligible Referrals that result in a Valid Transaction.
“Resource Portal” means the website provided by Status Advisors to Participant containing Program resource tools and information.
“Services” means the Core Services sold by Status Advisors which include annual services for tax returns for individuals and businesses; and recurring services for bookkeeping plans (may be updated by Status Advisors from time to time).
“Service Offerings” means the segmented services provided by Status Advisors in the categories of individual income tax return, business income tax returns and recurring bookkeeping services.
“Valid Transaction” is a closed sale for Services originating through a Participant’s Referral Code and which is made directly between an Eligible Referral and Status Advisors in compliance with the requirements for payment of Referral Rewards.
2. Program Overview. In compliance with this Agreement, Participant will promote the Services only to Eligible Referrals whose primary residence or principal place of business is located in the United States of America. Participant will not market the Services to any Ineligible Customers. Status Advisors will provide Participant with a Referral Code for the purpose of correlating any Eligible Referrals resulting in a Valid Transaction under this Agreement. Status Advisors may issue Incentives to Participant in accordance with the restrictions and guidelines in this Agreement. As applicable, and subject to the requirements herein, Participant may include in its marketing materials for the Services the Referral Code provided by Status Advisors. A Valid Transaction must always originate from Participant’s Referral Code to qualify for Referral Rewards.
Status Advisors may elect to create an applicable Program Guide which may include updates regarding applicable Referral Rewards, Incentives and other relevant Program details. The terms of any such Program Guide are made part of this Agreement and will control over any conflicting term in the body of this Agreement.
3. Distribution of Referral Code and Incentives. Participant will use best efforts to distribute the Referral Code and Incentives: (a) only to Eligible Referrals; and (b) only after Status Advisors has approved the distribution by providing Participant with the Referral Code and any applicable Incentives. All marketing materials (including without limitation the text of email distributions, if any) must be (i) strictly consistent with any Program instructions provided by Status Advisors, (ii) compliant with the terms and conditions of this Agreement and all applicable marketing, privacy and data protection laws and governmental regulations. Any e-mail distribution must: (x) offer recipients the ability to opt-out of future Participant communications; and (y) contain the Status Advisors governing terms and conditions for any Incentives when offered. At the request of Status Advisors, Participant will block distribution of Referral Code and Incentives to parties as Status Advisors designates in its sole discretion, consistent with applicable laws.
4. Compliance. In addition to the other legal requirements in this Agreement, Participant expressly agrees to comply with the following:
4.1. Anti-Bribery Laws and Reporting. Participant will comply with all applicable commercial and public anti-bribery laws (“Anti-Bribery Laws”), including the U.S. Foreign Corrupt Practices Act of 1977 and the UK Bribery Act of 2010, which prohibit corrupt offers of anything of value, either directly or indirectly to anyone, including government officials, to obtain or keep business or to secure any other improper commercial advantage. “Government officials” include any government employee; candidate for public office; and employee of government-owned or government-controlled companies, public international organizations, and political parties. Furthermore, Participant will not make any facilitation payments, which are payments to induce officials to perform routine functions they are otherwise obligated to perform. If Participant becomes aware of suspicious, illegal or fraudulent activity occurring in relation to this Agreement, Participant will report the suspicious or fraudulent activity to Status Advisors within 24 hours of identifying the suspicious or fraudulent activity via https://www.mystatusadvisors.com/referral-program/contact/.
4.2 Export Control Laws. Participant will comply with all applicable export and re-export control laws and regulations, including (i) the Export Administration Regulations (“EAR”) maintained by the U.S. Department of Commerce, (ii) trade and economic sanctions maintained by the U.S. Treasury Department’s Office of Foreign Assets Control, and (iii) the International Traffic in Arms Regulations (“ITAR”) maintained by the U.S. Department of State.
4.3 Acceptable Use Policy. Participant will not send, post, transmit or otherwise use any Status Advisors provided content, including the Status Advisors name or the Services, in connection with any materials, sites or otherwise that: (i) will generate or facilitate unsolicited bulk commercial emails; (ii) will, or otherwise encourage, the violation of the legal rights of others; (iii) is for an unlawful, invasive, infringing, defamatory, or fraudulent purpose; (iv) contains obscene or pornographic content.
4.4 Certification. Participant represents, warrants and certifies to Status Advisors that: (i) it has legal authority to enter into these terms and participate in the Program; (ii) its employment contract (if applicable) does not restrict it from participating in the Program, and where Participant is also a representative, agent or an employee of a reseller or competitor of Status Advisors, it has also obtained a valid consent from its employer to participate; (iii) each Referral submitted by Participant will be reasonably made in good faith as an Eligible Referral; and (iv) it will comply with all applicable laws and governmental regulations, including without limitation, as described in this Section 4 above.
5. Termination and Modification of Terms. Status Advisors may at any time and in its sole discretion: (i) modify or update the terms of, including but not limited to, the Program, this Agreement, Incentives (and their governing terms and conditions) and will make such modified or updated terms available in writing, or (ii) revoke a Participant’s account, and/or terminate Participant’s participation in the Program in its entirety. If Status Advisors provides Participant with an updated Referral Program, or Incentives (and applicable terms and conditions), Participant agrees will begin using, and will be subject to, such updated versions no later than 30 days after receiving them.
6. Brand Features. Each party will own all right, title and interest to trade names, trademarks, service marks, logos and domain names it secures from time to time (“Brand Feature(s)”). Subject to the terms and conditions of the Agreement (including without limitation the following sentence), Status Advisors grants to Participant a nonexclusive and non-sublicensable license during the Term to display the Company’s only to the extent Brand Features are provided by Status Advisors for use with the Program as indicated through the Resource Portal and solely for the limited purpose of promoting the Services consistent with this Agreement. Additionally, all use of Status Advisors Brand Features is at the Company’s sole discretion.
Subject to the terms and conditions of the Agreement, Participant grants to Status Advisors a nonexclusive and non-sublicensable license during the Term to display Participant’s Brand Features solely for the purpose of marketing the Program or as otherwise mutually agreed upon (email permitted).
7. Payment.
7.1 Referral Reward. Status Advisors will pay Participant a one-time Referral Reward for each Eligible Referral customer that results in a Valid Transaction, to be paid on up to a maximum of 25 customers per Valid Transaction and Service Offerings, and a maximum of 50 customers per calendar year, in the aggregate, in the fee amount of $50 for individual income tax returns, $150 for business income tax returns and $150 for business bookkeeping plans (or such other fee amounts as Status Advisors may designate from time to time). Referral Rewards will be determined based on the United States dollar (USD). For one-time services (annual tax returns for an individual or business), Referral Rewards will be calculated by using the quantity of Eligible Referral customers that have purchased services from Status Advisors during the period beginning as of the 15th day of customer’s Services payment. For recurring services (bookkeeping plans), Referral Rewards will be calculated by using the quantity of Eligible Referral customers that have purchased services from Status Advisors during the period beginning as of the 15th day of customer’s initial Services payment and through the completion of the 90 days period described in (d) below (provided all other Valid Transaction requirements are met). A Valid Transaction will only take place when an Eligible Referral: (a) registers directly with Status Advisors using a valid payment method for the purchase of Services; (b) purchase originates from a Referral Code correlating to Participant’s account; (c) has not already received, directly or indirectly, Services from Status Advisors; (d) has been invoiced for and from whom Status Advisors has received payment; at the completion of any annual services (tax returns for an individual or business) or at least a minimum period of 90 days for recurring services (bookkeeping plans); and (e) where all the foregoing occurs during Participant’s period of participation in the Program. Status Advisors may, at its sole option, prospectively increase or decrease Referral Rewards amounts by providing written notice (email/electronic communication permitted) to Participant, or updating this Agreement and/or any applicable Program Guide. Status Advisors reserves the right, in its sole discretion not to pay any Referral Rewards to Participant where Status Advisors determines Participant’s actions are not consistent with the intent of this Program.
7.2. Incentives. Status Advisors may elect to provide Participant with Incentives to offer its Eligible Referrals from time to time. Use of any applicable Incentives will be subject to the governing terms and conditions as provided by Status Advisors.
7.3. Payment Process. In order for Participant to receive any Referral Rewards, Participant must first complete the required IRS Form W-9, Request for Taxpayer Identification Number and Certification and any other forms as required by Status Advisors. Participant will deposit funds into a valid banking account within the United States of America. Status Advisors will pay Participant the Referral Rewards in United States dollars in the form of a check to the address as indicated by Participant. The Referral Rewards above are exclusive of taxes, and Status Advisors might withhold or charge taxes if determined by law. Payment checks will be mailed to Participant as direct deposit is currently unavailable. Additional payment terms may need to be accepted by Participant for the payment of Referrals Rewards to be direct deposited in the Participant’s banking account, if this method becomes subsequently available. Referral Rewards will be issued to Participant on a monthly basis. All amounts referenced or payable under this Agreement are in U.S. Dollars unless Status Advisors notifies otherwise.
Participant is solely responsible for ensuring its mailing address is accurate and current. Status Advisors will not be responsible for any payments not received due to Participant failing to provide accurate and complete information for the mailing of payment, or any other relevant or required information.
Status Advisors reserves the right, in its sole discretion, to change the terms and conditions of the payment process to Participant.
8. Restrictions. Participant will not, and will not allow any third party to: (a) “frame,” minimize, remove, or otherwise inhibit, the full and complete display of any Status Advisors web page (http://www.mystatusadvisors.com); (b) cause any hyperlinks to web pages on the Status Advisors web site to create a new browser window; or (c) otherwise display Status Advisors web pages or Brand Features in a distorted or diluted fashion.
9. Term; Termination. The Term will continue until terminated by either party as provided herein. Either party may terminate this Agreement immediately with or without cause upon written notice to the other party (email notice permitted). Upon any termination or expiration of this Agreement, all licenses and rights granted will terminate and each party will have no right to use the Brand Features of the other party. In the event of a termination, Participant will only receive Referral Rewards that were earned in full for a Valid Transaction that occurred prior to the effective termination date. Termination notices to Status Advisors must be sent via http://www.mystatusadvisors.com/referral-program/contact/.
10. Confidentiality. Participant may not disclose the terms, conditions or existence of any non-public aspect of the Status Advisors Referral Program to any third party, except to its professional advisors under a strict duty of confidentiality or as necessary to comply with law.
11. Disclaimers; Limitation of Liability. EACH PARTY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION FOR NON-INFRINGEMENT, SATISFACTORY QUALITY, MERCHANT-ABILITY AND FITNESS FOR ANY PURPOSE. TO THE FULLEST EXTENT PERMITTED BY LAW, THE PROGRAM AND REFERRAL CODE] IS PROVIDED “AS IS” AND AT PARTICIPANT’S OPTION AND RISK AND STATUS ADVISORS DOES NOT GUARANTEE ANY RESULTS. EXCEPT FOR (I) BREACHES OF SECTION 4 (COMPLIANCE); (ii) BREACHES OF SECTION 6 (BRAND FEATURES); AND (iii) SECTION 12 (INDEMNIFICATION), TO THE FULL EXTENT PERMITTED BY LAW REGARDLESS OF THE THEORY OR TYPE OF CLAIM: (A) NO PARTY MAY BE HELD LIABLE UNDER THIS AGREEMENT OR ARISING OUT OF PERFORMANCE OF THIS AGREEMENT FOR ANY DAMAGES OTHER THAN DIRECT DAMAGES, EVEN IF THE PARTY IS AWARE OR SHOULD KNOW THAT SUCH DAMAGES ARE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY AND (B) NO PARTY MAY BE HELD LIABLE FOR DAMAGES UNDER THIS AGREEMENT IN THE AGGREGATE OF MORE THAN THE AMOUNT PAID BY STATUS ADVISORS TO PARTICIPANT UNDER THIS AGREEMENT IN THE 3 MONTHS BEFORE THE DATE OF THE ACTIVITY GIVING RISE TO THE FIRST CLAIM.
12. Indemnification. Participant will defend, indemnify and hold harmless Status Advisors, its affiliates, directors, officers and employees against all liabilities, damages, losses, costs, fees (including legal fees), and expenses relating to any allegation or third-party legal proceeding to the extent arising out of: (a) Participant’s participation in the Program; (b) Participant’s web site(s), Participant Brand Features and the Company’s use of any Participant content (provided that such use complies with the requirements of the Agreement); and (c) Participant’s breach of any representation or warranty in this Agreement.
13. Representations and Warranties. Participant warrants that (a) Participant will use all information provided by Status Advisors (including without limitation the Status Advisors Brand Features) in a manner that complies with applicable law; (b) Participant will clearly and conspicuously display the text of the applicable terms and conditions for Incentives provided to Customers in accordance with this Agreement; and (c) Participant will conduct all activities in furtherance of this Agreement in accordance with applicable law.
14. Governing Law and Arbitration.
14.1 Governing Law. ALL CLAIMS ARISING OUT OR RELATING TO THIS AGREEMENT OR ANY RELATED STATUS ADVISORS PRODUCTS OR SERVICES (INCLUDING ANY DISPUTE REGARDING THE INTERPRETATION OR PERFORMANCE OF THE AGREEMENT) (“Dispute”) WILL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, USA, EXCLUDING NEW YORK’S CONFLICTS OF LAWS RULES.
14.2 Arbitration and Disputes. The parties will try in good faith to settle any Dispute within 30 days after the Dispute arises. If any Dispute arising out of or relating to the subject matter of this agreement is not resolved within 30 days it will be litigated exclusively in the Federal or State Courts of Monroe County, New York, USA, and the parties consent to personal jurisdiction in those courts.
15. Miscellaneous. All notices, unless otherwise stated herein, must be in writing and addressed to the attention of the other party’s Legal Department and primary point of contact. Notice will be deemed given when delivered (a) when verified by written receipt if sent by personal courier, overnight courier or mail or (b) when verified by automated receipt of electronic logs if sent by facsimile or email. Participant will not assign or otherwise transfer its rights or delegate its obligations under the Agreement, in whole or in part, and any attempt to do so will be null and void. The Agreement is not intended to benefit, nor shall it be deemed to give rise to, any rights in any third party. The parties are independent contractors and the Agreement does not create any agency, partnership, or joint venture. No party is liable for inadequate performance to the extent caused by a condition that was beyond its reasonable control. Failure to enforce any provision will not constitute a waiver. If any provision is found unenforceable, the balance of the provisions will remain in full force and effect. In the event of any termination or expiration of the Agreement, Sections 5, 9, 10, 11 and 12 shall survive. This Agreement is the parties’ entire agreement relating to its subject and supersedes any prior or contemporaneous agreements on that subject. Any amendments must be in writing and executed by both parties (electronic form acceptable).