Thalamus Ambassador Referral Program (TARP)
Last Updated: July 16th, 2018
You confirm that you have read the terms and conditions of this Referral Agreement (this “Agreement,”) by and between SJ Medconnect, Inc., a Delaware corporation (“SJ Medconnect”), and you (the “Referrer”), that you understand them, and that you agree to be bound by them.
WHEREAS, SJ Medconnect provides an online platform designed to enhance elements of the interview scheduling and “matching” process currently utilized to facilitate application to graduate medical education training programs (the “Services”);
WHEREAS, SJ Medconnect desires to engage Referrer to refer potential business prospects and customers to SJ Medconnect’s Services in exchange for a commission; and
WHEREAS, Referrer desires to be so engaged.
NOW THEREFORE, In consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:
1. Services. Subject to the provisions of this Agreement, Referrer agrees to refer potential business prospects and customers (“Prospects”) to SJ Medconnect who, in Referrer’s reasonable opinion, has a requirement for SJ Medconnect’s Services. When referring a Prospect, Referrer agrees to recommend the Services to the Prospect and to exercise reasonable effort to encourage the Prospect to purchase or otherwise subscribe to the Services and provide SJ Medconnect with sufficient contact information to pursue the lead (this is hereinafter referred to as making a “Positive Referral”). SJ Medconnect, in its sole discretion, may accept or reject the proposed Prospect, and may decide whether or not referrals made by Referrer qualify as Positive Referrals. SJ Medconnect shall assume sole responsibility for the provision of Services to any Prospect accepted by SJ Medconnect. Each party acknowledges that this Agreement does not create an exclusive relationship between the parties. SJ Medconnect and Referrer are independent contractors with respect to one another under this Agreement. This Agreement shall not be deemed to establish any agency, joint venture or partnership relationship. Neither party shall have the authority to legally bind the other to any contract, proposal or other commitment. Nothing in this Agreement grants to Referrer the right to use or display the trade names or trademarks of SJ Medconnect. Referrer shall comply with all applicable laws and regulations in the performance of this Agreement. SJ Medconnect will be responsible for preparing and providing all price quotes to Prospects, as needed.
2. Commissions. If a Qualifying Transaction closes with a Prospect within forty-five (45) days of SJ Medconnect’s written acceptance of the potential customer as a Prospect, then SJ Medconnect will pay to Referrer a commission (the “Commission”) of $100.00 in a prepaid gift card in the form selected by the Referrer from the options presented by SJ Medconnect. A “Qualifying Transaction” shall mean any occasion in which a Prospect purchases or subscribes to the Services as a direct result of Referrer’s Positive Referral, as determined in the sole discretion of SJ Medconnect. Each Commission under this Section shall be due no later than the last day of the calendar month following the calendar month in which the Qualifying Transaction occurs.
3. Term and Termination. The term of this Agreement shall be for a period of one year from the date of execution. This Agreement shall automatically renew for additional one year periods unless either party provides written notice of non-renewal at least thirty (30) days prior to any renewal date. This Agreement may be terminated by either party at any time and for any reason upon ten (10) days advance written notice to the other party. SJ Medconnect may also terminate this Agreement immediately in the case of Referrer’s breach of this Agreement. Each party understands that, after the date of termination of this Agreement, each party shall have no right whatsoever to continue any relationship with the other party and that Referrer shall not be entitled to any compensation in connection with such termination.
4. Limitation of Liability. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, ARISING OUT OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOSS OF ANTICIPATED PROFITS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL EITHER PARTY'S LIABILITY ARISING OUT OF THIS AGREEMENT OR THE TERMINATION OF THIS AGREEMENT EXCEED THE AMOUNTS PAID BY SJ MEDCONNECT TO REFERRER PURSUANT TO THIS AGREEMENT. THIS SECTION SHALL SURVIVE TERMINATION OR EXPIRATION OF THIS AGREEMENT.
5. Miscellaneous Terms and Conditions. This Agreement is personal in nature and Referrer shall not assign, transfer nor otherwise dispose of any rights or delegate any obligations under this Agreement without the prior written consent of SJ Medconnect. This Agreement shall inure to the benefit of and be binding upon each party and their respective successors and permitted assigns. This Agreement and shall constitute the full complete understanding and agreement of SJ Medconnect and Referrer and supersedes all prior negotiations, understandings and agreements pertaining to the subject matter hereof. Except as expressly stated in this Agreement, any waiver, modification or amendment of any provision of this Agreement will be effective only if in the form of a written amendment to this Agreement and signed by SJ Medconnect and Referrer. Any and all notices given under the provisions of this Agreement must be delivered personally, given by mail or courier, or sent by fax or electronic mail at the address set forth below. No delay or omission or failure to exercise any right or remedy provided for herein will be deemed to be a waiver thereof and any single or partial exercise of any such right or remedy, power or privilege will not preclude any later exercise thereof. In the event that any provision of this Agreement is held to be invalid, illegal or unenforceable under present or future laws, then such provision will be fully severable and this Agreement will be construed and enforced as if such invalid, illegal or unenforceable provision were not a part hereof. Except for claims for injunctive relief by either party, any dispute or controversy arising out of, in relation to, or in connection with these Terms or your use of the Services shall be finally settled by binding arbitration in Santa Clara County, California under the then current rules of JAMS (formerly known as Judicial Arbitration & Mediation Services) by one (1) arbitrator appointed in accordance with such rules. ANY DISPUTE RESOLUTION PROCEEDING ARISING OUT OF OR RELATED TO THESE TERMS OR THE SALES TRANSACTIONS BETWEEN YOU AND SJ MEDCONNECT, WHETHER IN ARBITRATION OR OTHERWISE, SHALL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION, AND YOU EXPRESSLY AGREE THAT CLASS ACTION AND REPRESENTATIVE ACTION PROCEDURES SHALL NOT BE ASSERTED IN NOR APPLY TO ANY ARBITRATION PURSUANT TO THESE TERMS AND CONDITIONS. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement and all other documents to be executed in connection herewith are hereby authorized to be executed and accepted by facsimile signatures and such facsimile signatures shall be considered valid and binding as original signatures and may be relied upon by the parties hereto. Referrer’s signature on the Customer Referral Form indicates his/her/its acceptance of the terms and conditions set forth herein. This Section shall survive termination or expiration of this Agreement.