Drive Research, LLC (“Drive Research”, “We,” or “Our”) provides marketing and market research (“Services”) to third parties (“Clients”). You (“You” or “Referrer”) service similar entities. We would like to offer You the ability to participate in Drive Research’s Client Referral Program (the “Program”).
These Client Referral Program Terms and Conditions (the “Terms”) form the complete agreement between Drive Research and You with respect to Your participation in the Program. By submitting referral contacts and Personal Identifiable Information (PII), You are confirming that You have read these Terms and agree to be bound by them. You are subject to the Terms, as well as Drive Research’s Terms of Use and Privacy Policy.
We reserve the right to update or modify these Terms at any time, in Our sole discretion. If We make changes to these Terms, We will update them here. It is important that You review the Terms, because Your continued participation in the Program after such notification is Your affirmation that You agree to be bound by the modified Terms.
1. Definitions:
2. Drive Research will pay the Referrer a one-time payment of $500 USD for each Qualified Referral (Referral Payment). The Qualified Referral will also receive $250 USD options for rewards listed at lp.driveresearch.com/referral-program. The Referral Payment will be made no later than 60 days after a Service Agreement is signed and initial payment is made by the Qualified Referral. No Referral Payments will be made in respect of Referred Clients who Drive Research disqualified as Qualified Referrals. Notwithstanding the foregoing, no Referral Payments will be made to Referrers if they are in breach of any of these Terms or complaints are made regarding the Referrer’s conduct in relation to spam or other inappropriate or suspicious activities.
3. Drive Research-Client Relationship. Drive Research has complete discretion as to who it will do business with and on what terms, including whether to accept a Referred Client as a Client or whether to terminate a Referred Client and what to charge a Referred Client.
4. Branding. Any Referrer use of any Drive Research marks, images, or other assets, including but not limited to banners and social media postings, is subject to Drive Research’s prior written approval in each instance. The Referrer will seek prior written approval from Drive Research to use any such Drive Research assets and will adhere to the Drive Research brand guidelines in each instance.
5. Client Referral Link Placements and Acceptable Use. Upon Drive Research’s request, the Referrer will identify to Drive Research each place where the Referrer has used its Client Referral Link, including links, screenshots, and email sends. With each link, email, or marketing advertisement that the Referrer displays on behalf of Drive Research, the Referrer expressly agrees to abide by Drive Research’s Website Terms of Use which are in effect at that date and time. Referrer will not send, post, transmit, or otherwise place its Client Referral Link, or any Drive Research content, including Drive Research’s name in connection with any materials, sites, or otherwise that (i) will generate or facilitate unsolicited bulk emails; (ii) will violate, or otherwise encourage the violation of, the legal rights of others under the laws of any jurisdiction; (iii) is for an unlawful, invasive, infringing, defamatory, or fraudulent purpose; (iv) contains obscene or pornographic content; and/or (v) harasses or has a tendency to harass persons.
6. Compliance with Laws. Referrer agrees that it will comply with all applicable laws, ordinances, rules, regulations, orders, licensing and registration requirements, or other requirements of any governmental authority with jurisdiction over Referrer and the Program, including all federal, state, or other applicable laws governing: (i) marketing and affiliate marketing email, communications, and services, such as the CAN-SPAM Act of 2003 and other anti-spam laws; (ii) data privacy and security, and (iii) anti-bribery and anti-corruption laws.
7. Term and Termination. These Terms will take effect with respect Referrer’s participation in the Program upon the date on which the Referrer submits a referral through lp.driveresearch.com/referral-program. These Terms will remain in force with respect to Referrer from month to month. Drive Research may at any time, on notice, terminate Referrer’s participation in the Program, for any reason or no reason. Drive Research may at any time and in its sole and exclusive discretion, terminate the entire Program, or modify or update the terms of the Program or these Terms (and in doing so will make any modified or updated terms available in writing). Upon termination of Referrer’s participation in the Program under these Terms (or termination of the Program in its entirety), Referrer will immediately cease using and will remove from its site, all links to Drive Research’s site(s), Drive Research Marks, and any references to the Program.
8. Payment After Termination. Subject to and in accordance with applicable law, upon termination of the Referrer’s participation in the Program, no further payments will be paid to the Referrer, except for fees related to then-existing Qualified Referrals and fees related to Referred Clients who may become Qualified Referrals after the date the Referrer’s participation in the Program ends. Any complaints received due to spam activities may result in the forfeit of commissions accrued by the Referrer and the Referrer’s removal from the Program.
9. Confidentiality. The Referrer may not disclose these Terms to any third party (except as required for the Client Referral Link), except to its professional advisers under a strict duty of confidentiality or as required to comply with applicable laws.
10. Warranty. The Referrer and Drive Research each represent and warrant to the other that: (i) each has the full corporate right, power, and authority to agree to these Terms, to grant the subscriptions granted, and to perform the acts required of it hereunder; (ii) the agreement to these Terms by each party, and the performance by such party of its obligations and duties hereunder, do not and will not violate any agreement to which such party is a party or by which it is otherwise bound; (iii) when Referrer indicates its acceptance of these Terms electronically in the manner required by Drive Research, these Terms will constitute the legal, valid, and binding obligation of such party, enforceable against such party in accordance with its terms; and (iv) it will comply with all laws, rules, and regulations in the conduct of its business. Each party acknowledges that the other party makes no representations, warranties, or agreements which are not expressly provided for in these Terms.
11. Indemnity. Each party will indemnify, hold harmless, and defend the other party (and its affiliates, directors, officers, employees, and agents) from and against (i) any and all third-party claims related to or arising out of the indemnifying party’s performance under these Terms, and (ii) any and all other claims for damages, injuries, attorneys’ fees, and other expenses caused by the indemnifying party’s gross negligence or willful misconduct. The indemnity includes but is not limited to, breach of confidentiality obligations, infringement of intellectual property rights, and violations of applicable law or regulation. The indemnifying party is not required to indemnify, however, to the extent the indemnity claim arises from any fault of the indemnified party or of a third party under the control of the indemnified party.
12. Disclaimer. Except as otherwise expressly stated herein, all warranties, conditions, and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from these Terms.
13. Limitation of Liability. Neither party will be liable to the other for special, indirect, incidental, punitive, or exemplary losses, damages, or expenses including, but not limited to, claims for lost business profits or revenue, loss, interruption or unavailability of data, interruption of business operations, or the cost of the procurement of substitute goods or services. Notwithstanding anything stated in these Terms, in no event will either party’s aggregate liability under these Terms exceed the total fees paid by Drive Research to Referrer hereunder. This limitation of liability will not apply where, under the applicable law, statutory damages exceed the limitation of liability. In that instance, the indemnifying party will indemnify the indemnified party for any and all losses exceeding this limitation of liability section.
14. Notices. All notices pursuant to these Terms must be in writing and may be provided electronically. Notice may be provided to Drive Research at 6702 Buckley Rd Ste 110B, Syracuse, NY 13212, with a copy to [email protected]. Notice to Referrer may be provided to the Referrer at the address provided to Drive Research as part of the Referrer’s Program participation application.
15. Dispute Resolution. The parties will act in good faith to promptly resolve any dispute arising out of or relating to these Terms by discussion between the relevant project managers or day-to-day representatives for each party. In the event the dispute is unable to be resolved within a reasonable timeframe, the dispute will be escalated to negotiation between the parties’ respective senior executives who have the authority to settle the controversy. All reasonable requests for information made by one party to the other will be honored in a timely fashion. In the event the parties are unable to resolve a dispute, controversy, or claim under the internal escalation process described above, then the parties will arbitrate. Either party may give written notice to the other party of its intention to arbitrate. This provision will constitute a waiver of each party’s right to a jury trial. The parties understand and acknowledge this waiver and agree not to challenge its applicability. Any challenge will result in the party paying the costs of defending the enforceability of this waiver, even if a court of competent jurisdiction determines mandatory arbitration does not apply.
16. Governing Law. New York, USA, law governs these Terms. If any part of these Terms is found to be invalid or unenforceable, the remainder will remain in full force and effect as if the unenforceable part did not exist.
17. Miscellaneous. Nothing in these Terms is intended to, or will be deemed to, establish any partnership or joint venture between the parties, make either party the agent of the other party or authorize either party to make or enter into any commitments for or on behalf of the other party. These Terms are made for the benefit of the parties to it and (where applicable) their successors and permitted assigns, and are not intended to benefit, or be enforceable by or against, anyone else. These Terms constitute the entire agreement between the parties and supersedes and extinguish all previous drafts, agreements, arrangements, and understandings between them, whether written or oral, relating to its subject matter.
