Welcome to Harri’s Referral Program. These Terms and Conditions govern your participation in the Program. By submitting a referral, accessing, or otherwise using the Program, you (“Referring Party”) agree to be bound by these Terms and the rules of the Program as administered by the entity offering the services (“Company”).

1. Program Overview

The Company offers a variety of front line employee experience solutions, including Workforce Management (WFM), Talent Acquisition (ATS), and more (the “Services”). The Program is designed to reward the Referring Party for submitting qualified sales leads (“Prospects”) that result in new, paying customers for the Company’s Services, subject to the conditions set forth below.

2. Referral Obligations

1. 2.1 The Referring Party shall refer sales leads (“Prospects”) to the Company by submitting the required information through a custom referral submission form. Following submission of any Prospects, the Referring Party will be asked by the Company to supply additional information and/or assist the Company in making contact with the Prospect by arranging an introduction, meeting, conference call or other means of communication with the Prospect.
2. 2.2 In order to receive any referral fee or commissions, each Prospect will be required to enter into a written agreement with the Company for the subscription of Services (a “Service Agreement”). The Company will promptly contact the Prospects to discuss the Services and, if mutually agreeable, enter into a written Service Agreement with each Prospect. Subject to Referring Party’s satisfaction of its obligations in Section 2.1:
   1. A Referring Party shall only be eligible for Commission if it facilitates a warm introduction to the Prospect that results in the Prospect participating in an initial meeting with the Company’s sales team within three (3) months of the referral submission. For purposes of this Agreement, a “warm introduction” means a direct introduction by the Referring Party to the Prospect that results in the Prospect agreeing to and attending an initial meeting (in-person or virtual) with the Company’s sales team, and such Prospect is entered into the Company’s Salesforce system as an Opportunity linked to the Referring Party’s referral submission.
   2. Upon satisfaction of subsection (2.2a), if the Company enters into a Service Agreement with the Prospect within six (6) months from the date of the referral submission, the Referring Party will be eligible for Commission.
   3. Payment of Commission shall only occur once the Prospect has made at least one (1) full monthly service payment to the Company under its Service Agreement. If such payment occurs after the six (6)-month eligibility period, the Referring Party shall remain entitled to the Commission so long as the Service Agreement itself was executed within that six (6)-month eligibility period (or any agreed extension under subsection (2.2d)).
   4. If an Opportunity initially moves to a “closed/lost” status but is subsequently re-opened and results in a Service Agreement within the six (6)-month eligibility period, the Referring Party shall remain eligible for Commission.
   5. For enterprise opportunities with sales cycles reasonably expected to exceed six (6) months, the Company and Referring Party may mutually agree in writing to extend the eligibility period, provided that any such extension shall be at the Company’s sole discretion.
3. 2.3 Company will not owe Referring Party a Commission:
   1. if the Company already provides the Services to a Prospect at the time Referring Party refers the Prospect to the Company;
   2. if the Company or another referring party has contacted the Prospect regarding the Services within the last 60 days;
   3. if the Prospect purchases additional Services from the Company without involvement from the Referring Party;
   4. if the Company contracts with another business that is introduced by a Prospect and the other business was not referred under these Terms;
   5. following the termination of these Terms; or
   6. after a Prospect’s Service Agreement terminates.
4. 2.4 The Referring Party will not be a party to the Service Agreement and will not have any rights, obligations, or liabilities thereunder. The Company shall not be obligated to accept any Prospect referred to it by the Referring Party. The Company will have sole discretion in deciding whether to sign a Service Agreement with each Prospect and is under no obligation to do so. The Company will have sole authority to establish pricing and to negotiate, modify, assign, or terminate a Service Agreement. The Referring Party will not:
   1. make any commitments (including price commitments), negotiate any terms, incur any liabilities, or sign any Service Agreements with Prospects on behalf of the Company; or
   2. create the impression that it has authority to do so.
   The Referring Party will promptly notify the Company of any complaints or questions that it receives from the Prospects related to their Service Agreement or the Services.
5. 2.5 During the Term (defined below), the Referring Party will not (itself or through a third party) intentionally solicit or induce a Prospect to terminate or seek to modify its Service Agreement in order to use a third party’s services that are similar to or competitive with the Services.

3. License

The Company grants the Referring Party a limited, non-exclusive, non-transferable, non-sublicensable, royalty-free license during the Term of these Terms to use the trademarks, service marks, and logos that the Company gives to the Referring Party (together, “Marks”) to promote the Services. The Referring Party:

1. may use the Marks only to promote the Services;
2. will follow the branding guidelines the Company periodically makes available to the Referring Party; and
3. will not use materials containing the Marks without the Company’s prior written consent (which will not be unreasonably withheld).

The Referring Party will not otherwise distribute, lease, sublicense, sell, modify, create derivative works from, or copy the Marks. The Company reserves all rights in and licenses to the Marks (whether express or implied) that are not specifically granted to the Referring Party under these Terms.

4. Commissions

1. 4.1 The Company shall pay the Referring Party a one-time payment equal to four percent (4%) of one year of net subscription Services (“ARR”) less any applicable discounts or credits, pursuant to each individual Prospect’s Service Agreement (the “Commission”). The Commission will be calculated excluding any third-party products and services, service fees, setup fees, implementation fees, taxes, and hard goods (e.g., Company training fees, Payroll). Eligible Commission(s) shall be paid within thirty (30) days of the close of each of the Company’s fiscal quarter, following the successful go-live of the referred Prospect. Notwithstanding the foregoing, the maximum Commission payable with respect to any single Prospect referral shall not exceed twenty-five thousand dollars ($25,000 USD). Any Prospect accounts not in good standing, with past due balances owed, or unresolved disputes with the Company will not qualify for a Commission hereunder. Upon request, the Company will give the Referring Party a report showing how the Commissions for each quarter have been calculated.
2. 4.2 The Referring Party understands that it must submit a completed and executed IRS Form W-9 to the Company prior to receiving any Commissions hereunder and the Company shall not be liable to the Referring Party for any Commissions hereunder until it has received such form.
3. 4.3 No minimum commissions will be due or payable under these Terms, and nothing in these Terms constitutes a representation, warranty, obligation, or other commitment by Company to pay a minimum commission to the Referring Party.

5. Modification and Termination

1. 5.1 The Company reserves the right to modify or discontinue the Program, in whole or in part, or change these Terms at any time. Any changes will be effective immediately upon posting to this page. Continued participation in the Program after any modification constitutes acceptance of the new Terms.
2. 5.2 The Company may suspend or terminate a Referring Party’s participation in the Program immediately if the Referring Party breaches these Terms.
3. 5.3 If the Company terminates your participation, the Company’s obligation to pay a Commission shall be limited to only those Commissions that were fully earned on Service Agreements executed prior to the effective date of termination. Termination of participation will not require the Company to terminate any Service Agreement.

6. Allocation of Risk

1. 6.1 The Company disclaims all warranties (express or implied) related to the Services, including warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, and uninterrupted or error-free operation.
2. 6.2 The Referring Party will indemnify the Company for any claims for losses, damages, costs, or expenses (including reasonable attorneys’ fees) that result from the Referring Party’s breach of these Terms.

7. Confidential Information

1. 7.1 Each party will maintain the confidentiality of information (including technical specifications, customer lists, business operations, strategy, financial information, or other proprietary information) together, Confidential Information) that the other party discloses to it in connection with these Terms.
2. 7.2 The recipient will only disclose the other party’s Confidential Information to its directors, officers, employees, and representatives (including subcontractors or vendors) that need to know it in connection with the recipient’s performance under these Terms and that are bound by confidentiality obligations materially similar to these Terms. Each party will be responsible for its representatives’ performance in connection with these Terms. Each party may disclose the other’s Confidential Information in response to a court order or as required under applicable Laws (defined below); however, the disclosing party must give the other party advance notice of the disclosure (if legally allowed) so that the other party may contest it or seek protective measures for its Confidential Information.
3. 7.3 Each party will implement and maintain reasonable technical, physical, and administrative safeguards to protect the other’s Confidential Information, using the same degree of care as it uses with its own Confidential Information (but at least reasonable care). If reasonably feasible, the recipient will destroy the disclosing party’s Confidential Information when these Terms terminate or when the disclosing party requests it.
4. 7.4 Confidential Information does not include information that:
   1. is or subsequently becomes publicly available (through no fault of the recipient);
   2. the recipient lawfully possesses before its disclosure, without an obligation to keep it confidential;
   3. the recipient independently developed without reliance on the discloser’s Confidential Information; or
   4. is received from a third party that is not obligated to keep it confidential.
5. 7.5 This section will survive termination of these Terms with respect to Confidential Information that is not destroyed or returned to the disclosing party.

8. Limitation of Liability

IN NO EVENT SHALL THE COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO REFERRING PARTY HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT GIVING RISE TO THE CLAIM. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES.

9. Notices

Written notices (other than normal operations) required under these Terms will be sent by e-mail (with confirmation of receipt), and will be effective when received.

10. Dispute Resolution and Governing Law

1. 10.1 These Terms shall be governed by the internal laws of the State of New York without regard to conflict of law principles that would result in the application of any law other than the law of the State of New York.
2. 10.2 Governing Law. These Terms and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law provisions.
3. 10.3 Good Faith Negotiation. In the event of any dispute, claim, or controversy arising out of or relating to these Terms, the parties shall first attempt to resolve the matter amicably through good faith negotiations. Either party may initiate negotiations by providing written notice to the other party, setting forth the subject of the dispute.
4. 10.4 Mediation. If the dispute cannot be resolved through negotiation within thirty (30) days of the date of the initial notice, the parties agree to endeavor to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration or litigation.
5. 10.5 Jurisdiction. If the matter is not resolved through mediation within sixty (60) days of the initiation of such procedure, or if either party will not participate in a mediation, the parties irrevocably agree that the state and federal courts located in New York County, New York, shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms. Each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

11. General

1. 11.1 These Terms may not be assigned without the written consent of the other Party (which will not be unreasonably withheld); however, the Company may assign these Terms to an affiliate or entity that acquires substantially all of Company’s stock, assets, or business without the Referring Party’s written consent. Any assignments in violation of this section are void.
2. 11.2 The parties to these Terms are independent contractors, and these Terms do not create an agency, partnership, or joint venture of any kind. There are no third-party beneficiaries to these Terms.
3. 11.3 These Terms’ headings are for reference only. These Terms’ terms are severable and the remaining terms will be valid if a court or other authority with jurisdiction determines any terms are unenforceable.
4. 11.4 Section 6.2 and Section 7 shall survive the termination of these Terms.
5. 11.5 All waivers must be in writing. A party’s delay or failure to exercise any of its rights under these Terms will not be a waiver. A party’s waiver of a breach of these Terms will not be a waiver of any other breach of these Terms.

12. Data Protection and Compliance with Laws

1. 12.1 Compliance. Each party represents and warrants that it shall comply with all applicable local, state, national, and international laws, rules, and regulations in the performance of its obligations under these Terms. This includes, but is not limited to, all applicable laws and regulations concerning data protection and privacy, such as the General Data Protection Regulation (Regulation (EU) 2016/679) (“GDPR”), the California Consumer Privacy Act (“CCPA”), and any other similar legislation.
2. 12.2 Prospect Data. The Referring Party further represents and warrants that it has a lawful basis for transferring any personal data of a Prospect to the Company. The Referring Party confirms that it has obtained all necessary consents and provided all required notices to the Prospect to permit the Company to:
   1. receive the Prospect’s personal data; and
   2. contact the Prospect for marketing and sales purposes related to the Company’s Services.
   The Referring Party shall indemnify and hold harmless the Company from any claims, damages, or fines arising from the Referring Party’s breach of this Section 11.2.