1. Referrals & Eligibility
Referral partners (“You”) may submit potential customer leads (“Potential Clients”) to HQ through the approved referral submission form.
A Potential Client becomes an Earned Client if:
- HQ (or its affiliates) enters into a business relationship with the Potential Client, and
- HQ receives revenue from that client.
Once a Potential Client becomes an Earned Client, you are eligible to receive referral fees as outlined below.
2. Referral Fees & Payment
2.1 Fee Structure
- For each Earned Client, HQ will pay you 10% of net revenue received from that client during the first twelve (12) months after HQ receives its first payment from that client.
- You may continue receiving fees for up to 12 months, or until the Earned Client stops doing business with HQ — whichever occurs first.
2.2 Payment Timing
- Referral fees are paid quarterly, within 15 days after the close of each fiscal quarter.
- Along with each payment, HQ will provide a report summarizing the revenue received from Earned Clients during the prior quarter.
- You are not required to invoice HQ to receive payment.
2.3 Audit Rights
Upon reasonable request and during the Term (and for one year thereafter), HQ will make relevant records available for your review regarding referral fee calculations.
3. Term & Termination
3.1 Term
These Terms remain in effect from the date you accept them and continue for one (1) year. HQ may renew your participation in the program at its discretion.
3.2 Termination
- For Cause: Either party may terminate if the other materially breaches these Terms and fails to cure such breach within five (5) days of written notice.
- For Convenience: Either party may terminate participation at any time with fifteen (15) days’ written notice.
3.3 Survival
Sections regarding Fees, Confidentiality, Non-Circumvention, Remedies, and Limitation of Liability will survive termination.
4. Non-Circumvention
HQ agrees not to circumvent or bypass your referral efforts with respect to Potential Clients you submit, including through affiliates, employees, or subsidiaries.
5. Prohibited Activities
You agree not to:
- Engage in unlawful mass electronic marketing or communications
- Misrepresent HQ or its services in any way
- Make unauthorized promises, warranties, or commitments on HQ’s behalf
- Use false, deceptive, or misleading statements in connection with your referral activities
This does not restrict legitimate marketing, promotion, or sales activities intended to support the referral.
6. Confidentiality
By participating in the program, you may receive access to HQ’s confidential information. You agree to:
6.1 Protect Confidential Information
You may not disclose, misuse, or share HQ’s confidential information, including:
- client lists
- internal processes
- financial information
- software, tools, or technology
- business strategies and operational documentation
6.2 Exclusions
Confidential information does not include information that:
- becomes public without your breach,
- you already possessed lawfully, or
- is provided to you legally by a third party.
6.3 Third-Party Information
You may not disclose or misuse proprietary information belonging to third parties when interacting with HQ.
6.4 Confidentiality of These Terms
You may not disclose the terms of the referral program except:
- as required by law,
- to enforce your rights, or
- to your legal or financial advisors (who must maintain confidentiality).
7. Remedies
If either party breaches these Terms, the non-breaching party may seek damages, injunctive relief, and reasonable attorney’s fees if enforcement is required. All legal remedies are cumulative.
8. Limitation of Liability
Except for unpaid referral fees and violations of Non-Circumvention or Confidentiality obligations:
Neither party is liable for lost profits, lost data, business interruption, or incidental, consequential, special, or punitive damages.
9. Severability
If any portion of these Terms is found invalid, the remaining sections continue in full force.
10. Governing Law & Dispute Resolution
- These Terms are governed by the laws of the State of California.
- Any disputes must be resolved in the state or federal courts located in Los Angeles County, California, and both parties consent to that jurisdiction.
- To the extent permitted by law, both parties waive the right to a jury trial.
11. Notices
Any notices required under these Terms may be delivered via email, personal delivery, certified mail, or recognized courier services. Notices are considered delivered based on the timelines outlined in the original agreement.
12. Amendments & Waivers
- HQ may update these Terms from time to time. Continued participation constitutes acceptance of any updated Terms.
- No waiver is effective unless made in writing.
13. Entire Agreement
These Terms represent the complete agreement between you and HQ regarding your participation in the referral partner program and supersede any prior discussions or documents.