FiveChairs Referral Program
Operating Agreement
This Agreement contains the complete terms and conditions
that apply to an eorganization's participation in the FiveChairs Referral
Partner Program (the "Program"). In this Agreement, "we" or "our" means
FiveChairs, LLC, and "you" and "your" means the applicant.
1. Enrollment in the Program
To begin, complete and submit the Program application. We will automatically
accept you into our Program. However, we reserve the right to reject your
application at anytime and for whatever reason we deem necessary. Possible
reasons for rejection
include, but are not limited to, web sites or other communications that we
find to contain discriminatory or other objectionable content.
2. Links on Your Site or Permission-based Email (when applicable)
You will provide a link to the home page of our site through an approved
Program.
We will provide you with technical specifications describing how to include
the links on your site or within email. We will also provide graphics
needed for
your site or email. You may not represent FiveChairs, or use its trademarks,
logos or other branding in any manner other than providing approved links,
without prior written approval.
You acknowledge that, by participating in the Program and placing any FiveChairs
links within your site, FiveChairs may receive information from or about
visitors to your site or communications between your site and those visitors.
Your participation
in the FiveChairs program constitutes your specific and unconditional
consent to and authorization for FiveChairs' access to, receipt, storage, use,
and disclosure of any and all such information, consistent with the policies
and procedures set forth in the FiveChairs' Privacy Policy.
3. Your Other Promotional Efforts
You will either include a specially approved FiveChairs URL or our home page
URL and your unique referral code within all promotional or communication
devices.
We will provide graphics and text needed for your promotional and communication
efforts. However, you may not represent FiveChairs, or use its trademarks,
logos or other branding in any manner, without prior written approval.
4. Tracking Referrals
We will handle all issues pertaining to the Talent applications received
as a result of a link from your site or from the entry of your unique
referral code,
by an applicant, on our site or on an approved paper form. Each Program
link is a unique identification number that is associated with you
and/or the
entity you represent. You are solely responsible to ensure your site
or other promotional
and communication efforts are properly formatted and/or working.
To permit accurate tracking of your site-based referrals, we will
provide you with special "tagged" link formats to be
used in all links between your site and our site. These special links
will ensure that your unique referral
code will be automatically placed in the FiveChairs Referral Code
field, when a person submits a Talent application.
To permit accurate tracking of non-online referrals gained through advertisements
or other communication efforts, we will either provide you with a
special URL
and/or a unique referral code that persons can enter when completing
and submitting their original Talent application.
5. Referral Fees
We agree to pay a referral fee to you, based solely on the net revenues
we earn and collect in full, from the permanent placement of an
original, unduplicated
and complete Talent application that has been properly credited
to you. Your referral fee will be equal to 5% of the net revenues, less
any commissions,
discounts,
reimbursements, taxes, or other fees. It is understood that credit
will only
be given to you when an individual provides your referral code
at
the same time they submit a Talent application. We will not recognize
a
referral code, after
a Talent application has already been submitted or for any person
that has submitted a Talent application in the past.
The referral fee will only be calculated on net revenues earned
from standard permanent placement fees, and not from other products,
services
or contract
placements that may be earned from persons referred by you.
You may not receive a referral fee for any Talent application that
has been submitted without the knowledge and approval of an individual.
You
may not
receive a referral
fee for any individual that is hired by you, your employer or any
entity determined (in our sole discretion) to be connected in any
way to you.
Should we determine that any of these situations, mentioned above,
have occurred, such event or events may result (in our sole discretion)
in
the withholding
of referral fees and/or termination of this Agreement.
In addition, you may not: (a) directly or indirectly offer any
person or entity any consideration or incentive (including, without
limitation,
payment
of money
(including any rebate), or granting of any discount or other benefit)
for using your referral code or special links on your site to access
our site
or (e.g.,
by implementing any "rewards" program for persons or entities who
use special links on your site to access our site); (b) read, intercept, record,
redirect, interpret, or fill in the contents of any electronic form or other
materials submitted to us by any person or entity; (c) in any way modify, redirect,
suppress, or substitute the operation of any button, link, or other interactive
feature of our site; (d) submit any Talent applications, or engage in other transactions
of any kind on our site on behalf of any third party, or authorize, assist, or
encourage any other person or entity to do so; (e) take any action that could
reasonably cause any person confusion as to our relationship with you; (f) seek
to purchase or register any URLs, keywords, search terms, or other identifiers
that include the word "fivechairs" or "5chairs" or variations
thereof (for example "five chairs") for use in any
search engine, portal, sponsored advertising service or other search
or referral service.
If we determine, in our sole discretion, that you have engaged
in any of the foregoing
activities, we may (without limiting any other rights or remedies
available to us) withhold any referral fees otherwise payable to
you under this Agreement
and/or terminate this Agreement.
6. Payment Schedule
We will pay you referral fees on a quarterly basis. Approximately
30- days following the end of each calendar quarter, we will
send you a
check for
the referral fees
earned.
7. Limited License
We grant you a nonexclusive, revocable right to use any FiveChairs
graphic images or text for which we grant express permission,
solely for the
purpose of identifying
your organization and/or site as a Program participant and
to assist in generating Talent applications. You may not modify
the graphic
image or
text, or any
of our images, in any way. We reserve all of our rights in
the graphic image and
text, any other images, our trade names and trademarks, and
all other intellectual property rights. You agree to follow our Trademark
Guidelines,
as those
guidelines may change from time to time. We may revoke your
license
at any time by giving
you written notice.
8. Identifying Yourself as a Referral Partner
If you have a web site, we will provide a graphic image and
linking options to put on your site that identifies you as
a referral
partner. However,
you will
need to put this on your site and make sure it works.
In addition, we encourage you to advertise and/or communicate
your participation in the Program. However, we will not
pay or reimburse
you for the creation,
distribution or placement of any advertisements or other
communications that promote your
participation in the Program.
9. Responsibility for Your Site and/or Other Media
You will be solely responsible for the development, operation,
contents, and maintenance of your site and other media.
We take no responsibility
for content
or functionality of your site or other media.
10. Term of the Agreement
The term of this Agreement will take effect upon our
acceptance of your Program application and will end
when terminated
by either party.
Either
party may
terminate this Agreement at any time, with or without
cause, by giving the other party
written notice of termination. Upon the termination
of this Agreement for any reason, you will immediately cease
use
of, and remove
from your site
and all
future materials and media, all links to our site,
and all FiveChairs trademarks, trade dress, and logos, and
all other
materials provided
by or on behalf
of us to you pursuant hereto or in connection with
the Program. You are only eligible
to receive referral fees on permanent placements that
were earned and fully paid by the Talent Seeker, prior
to the
termination.
11. Modification
We may modify any of the terms and conditions contained
in this Agreement, at any time and in our sole discretion,
by
posting
a change notice
or a new agreement
on our site. Modifications may include, for example,
changes in the scope or calculation of available
referral fees,
payment procedures,
and Program
rules.
If any modification is unacceptable to you, your
only recourse is
to terminate this agreement. Your continued participation
in the Program
following our
posting of a change notice or new agreement on our
site will constitute binding acceptance
of the change.
12. Relationship of Parties
Nothing in this Agreement creates any partnership,
joint venture, agency, franchise, sales representation,
or
employment relationship
between
the parties.
13. Limitation of Liability
We will not be liable for indirect, special, or
consequential damages (or any loss of revenue,
profits, or data)
arising in connection
with this
Agreement or the Program.
14. Disclaimers
We make no representation that the operation
of our site will be uninterrupted or error-free,
and
we
will not
be liable for
the
consequences of any
interruptions or errors.
15. Independent Investigation
You acknowledge that you have read this agreement
and agree to all its terms and conditions.
You understand that we
may at any
time
(directly or indirectly)
solicit referrals on terms that may differ
from those contained in this
agreement. You have independently evaluated
the desirability of participating in the
Program and are not relying on any representation,
guarantee, or statement other than
as set forth in this agreement.
16. Miscellaneous
Any dispute you have with FiveChairs will
be governed by Tennessee law and will be
resolved
exclusively
in the courts
of the State
of Tennessee,
which
it agrees
may exercise personal jurisdiction over
it.
We can issue press releases and include
mention of your participation in the
Program in any
electronic media
or literature that
we may choose to
create and
distribute.
Contact Information:
FiveChairs, LLC
Attn: Referral Partner Program
1616 Westgate Circle
Brentwood, TN 37027
referralpartner@fivechairs.com
615-504-8534 phone
| 
