PLEASE READ THESE REFERRAL PROGRAM TERMS (“TERMS”) CAREFULLY BEFORE SIGNING UP FOR OR OTHERWISE PARTICIPATING IN THE AGENT REFERRAL PROGRAM (THE “PROGRAM”). THESE TERMS SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR PARTICIPATION BY YOU (“YOU”) IN THE PROGRAM. BY SIGNING UP OR OTHERWISE PARTICIPATING IN THE PROGRAM (INCLUDING BY SENDING ANY REFERRAL TO US), YOU ARE DEEMED TO HAVE AGREED TO BE BOUND BY THESE TERMS. PLEASE DO NOT SIGN UP FOR OR OTHERWISE PARTICIPATE IN THE PROGRAM IF YOU DO NOT AGREE WITH OR CANNOT COMPLY WITH ANY OF THESE TERMS. YOU ACKNOWLEDGE AND AGREE THAT YOUR PARTICIPATION IN THE PROGRAM IS COMPLETELY VOLUNTARY, AND THAT YOU ARE NOT UNDER ANY OBLIGATION TO PARTICIPATE IN THE PROGRAM.
THESE TERMS ARE SUBJECT TO AGENT’S TERMS OF SERVICE SET FORTH AT joinagent.com/tos, AND ANY TERMS USED BUT NOT DEFINED HEREIN SHALL HAVE THE MEANINGS GIVEN TO THEM IN THE TERMS OF SERVICE.
Referrals. Through the Program, you may refer to AGENT (a) talent (including models, actors, influencers, musicians, celebrities, and other performers, etc.), or (b) marketing personnel, brand-owners, producers, directors, photographers, publishers, marketing/advertising/branding agencies, content providers or other non-talent users (each, a “Potential User”). You may refer each Potential User by sharing the link provided by AGENT or by using the email tool available through the Program website and mobile applications to send invitations. Prior to providing AGENT with any information about any Potential User, you agree to (i) inform the Potential User about the nature and purpose of the Program and explain that AGENT may contact the Potential User for follow-up, and (ii) obtain such Potential User’s consent to be contacted by AGENT and to participate in the Program. AGENT will attempt to contact each Potential User who has not been deemed ineligible or disqualified in accordance with these Terms. Qualification. In order to qualify for a referral credit, each Potential User you refer must (a) not have an account with or otherwise be a user of AGENT prior to being referred by you, and (b) take the following actions after receiving an invitation to apply to use the Services: (i) If a potential Talent User: 1. sign-up for the Service as Talent, 2. complete and submit the required Talent application to become a Talent User, 3. if approved to be a Talent User, maintain an active Talent User account in good standing for at least 30 days; (ii) If a potential Client User: 1. sign-up for the Service as a Client, 2. complete and submit the required Client application to become a Client User, 3. if approved to be a Client User, complete and payout a Talent User for a Job using the Services within 120 days after such account approval (the “Qualification Criteria”). All decisions as to whether a Potential User is qualified are in AGENT’S sole discretion, and shall be final and binding, and each Potential User who is deemed to be qualified, and not disqualified or deemed ineligible by AGENT, is a “Qualified Referral”. Point Award & Redemption. Upon successful completion by a Qualified Referral of the Qualification Criteria, AGENT shall provide you with points as follows (“AGENT CashPoints”): (a) for Qualified Referrals who are Talent Users: 1. Two hundred (200) AGENT CashPoints upon the referred Talent User’s approved account being active and in good standing for 30 days, and 2. An amount of AGENT CashPoints equal in number to the number that is twenty (20) percent of the referred Talent User’s earnings (but, for clarity, the number of AGENT CashPoints awarded under this clause shall be equal to the percentage amount of Talent User’s earnings, and not the dollar equivalent thereof), for three hundred and sixty-five (365) days from the time their account was approved by AGENT; (b) Qualified Referrals who are client-users: 1. One Thousand (1,000) AGENT CashPoints upon the referred client-user completing their first model booking (including paying the model) using the Services, and 2. An amount of AGENT CashPoints equal in number to the number that is twenty (20) percent of the referred Client User’s completed bookings (including paying the model) (but, for clarity, the number of AGENT CashPoints awarded under this clause shall be equal to the percentage amount of Client User’s completed bookings and not the dollar equivalent thereof), for three hundred and sixty-five (365) days from the time their account was approved by AGENT. Upon accumulating the required number of AGENT CashPoints, you may redeem AGENT CashPoints in exchange for gift cards or other merchandise or services through the Service. In addition, Clients may, upon accumulating the required number of AGENT CashPoints, redeem AGENT CashPoints for AGENT credit against the next Job booked by such Client through the Services. Redemption levels for both gift cards and AGENT credit may vary and are listed online at the redemption website. Minimum redemption amounts may be required. AGENT reserves the right to change redemption items offered at any time without notice. You (and your Qualified Referrals) shall be responsible and liable for any and all federal, state and local taxes on the value of any rewards received in connection with the Program, as well as any merchandise or services purchased using gift cards and/or credit earned through the Program (if applicable). AGENT CashPoints earned are not transferable, have no cash value, and cannot be used as payment of any obligation to AGENT, except to the extent specifically permitted for Clients who purchase credit using AGENT CashPoints. Any AGENT CashPoints accrued shall be permanently forfeited if you either permanently close your AGENT user account, or don’t have any referral activity for a period of 365 days. If you deactivate your AGENT user account for any reason, you will not be eligible to accrue AGENT CashPoints during such time; already-accrued AGENT CashPoints will remain in your account for 365 days after deactivation and thereafter will be permanently forfeited. If AGENT suspends your user account for any reason, you will not be eligible to accrue AGENT CashPoints during such time; already-accrued AGENT CashPoints will remain in your account for 180 days after suspension and thereafter will be permanently forfeited. Redeemed rewards are not refundable, replaceable, or transferable for cash, credit, or other awards under any circumstances. If there is any abuse of the Program, failure to follow Program terms, or any misrepresentation by you, all unredeemed AGENT CashPoints shall be forfeited and no additional AGENT CashPoints shall accumulate. There is no maximum number of AGENT CashPoints that you can accumulate in the Program. Additional Gift Card Terms. Gift cards are valid at participating merchants only, through the expiration date, if any, as permitted by law. Merchants participating in the Program are subject to change. Gift cards must be surrendered upon redemption and no photocopies will be honored. Gift cards have no cash value and may not be redeemed for cash or its equivalent, and any unused portion will not be returned as cash unless otherwise noted on the gift card. Purchases in excess of the amount of the gift card are at your expense. Ineligibility; Disqualification. In the event that more than one participant in the Program refers the same Potential User, such Potential User shall be treated as a referral from the first participant to refer him or her only. In the event that any Potential User is a current or former user of AGENT, such Potential User will be deemed not to be a Qualified Referral. AGENT reserves the right to disqualify you and/or any Potential User if you and/or such Potential User, respectively, are found to have provided any inaccurate or incomplete information to AGENT, or otherwise to have violated any of these Terms. Decisions regarding eligibility and qualification to participate in the Program are in AGENT’S sole discretion, and shall be final and binding. Sole and Entire Consideration. The AGENT CashPoints described in Section 1.3 shall be the sole and entire consideration for your referral of any Potential Users and your participation in the Program. Relationship. Nothing herein contained shall be deemed to create an employee, agency, joint venture or partnership relation between you and AGENT. You shall not have the authority, right or ability to bind AGENT, or make any commitments or agreements or incur any liabilities whatsoever on behalf of AGENT (and you will not attempt to do any of the foregoing), nor shall AGENT be liable for any acts, omissions to act, contracts, commitments, promises or representations made by you. You shall not be eligible to participate in any of AGENT’S employee benefit plans, fringe benefit programs, group insurance arrangements or similar programs. AGENT shall not provide workers’ compensation, disability insurance, Social Security or unemployment compensation coverage or any other statutory benefit to you. You are not permitted to use any trademark, trade name, logo, slogan or other identifier of AGENT in connection with these Terms or otherwise.
All information obtained by you from AGENT in connection with your activities under these Terms, including the fact that any Potential User is a prospective user of AGENT or any information relating to any proposed business relationship between any Potential User and AGENT, shall be treated as confidential and proprietary information of AGENT (“Confidential Information”). You (i) shall not use any Confidential Information for your own benefit or for any purpose other than fulfilling your obligations under these Terms and (ii) shall not disclose any Confidential Information to any third party. The foregoing obligation shall not apply to information which was (a) otherwise publicly available, (b) previously known to you free of any duty of confidentiality, or (c) required to be disclosed pursuant to applicable law.
You hereby represent and warrant that: (i) you are authorized to participate in the Program, and to perform services and receive benefits in connection therewith, and your participation in the Program and performance of activities under these Terms does not conflict with any agreement, policy, rules, restrictions, instrument or understanding, oral or written, to which you are a party or by which you may be bound, including any of the foregoing entered into with or established by your employer (such as any policy or rules limiting the type, amount or value of any gifts or consideration that employees can receive from vendors); (ii) with respect to any information about any Potential User that you provide to AGENT hereunder, you have all rights and consents necessary to provide such information, and doing so will not infringe or violate any rights of any person; (iii) in connection with your participation in the Program and your activities under these Terms, you will comply with all applicable laws and regulations of any court, governmental body or administrative or other agency; (iv) you will not make any claims, guarantees or warranties with respect to the price, performance or any other aspect of any AGENT product or service; and (v) you will not engage in any illegal, unfair, deceptive or unethical business practices in connection with your participation in the Program and activities under these Terms. Warranty Disclaimer. AGENT HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, DESIGN, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. YOU UNDERSTAND AND AGREE THAT THIS DISCLAIMER OF WARRANTIES IS A FUNDAMENTAL PART OF THESE TERMS AND THAT AGENT WOULD NOT AGREE TO ENTER INTO THESE TERMS WITHOUT SUCH DISCLAIMER.
These Terms shall commence when you sign up for the Program and shall continue in effect unless and until terminated by AGENT. You may terminate your participation in the Program at any time, for any or no reason. AGENT may terminate the Program (whereupon these Terms shall also terminate), for any or no reason. Neither party shall incur any liability whatsoever for any damage, loss or expenses of any kind suffered or incurred by the other party arising from or incident to any termination of these Terms which complies with these Terms, whether or not the terminating party is aware of any such damage, loss or expenses. Sections 1.6, 1.7, 2, 3, 4, 5 and 6 shall survive termination or expiration of these Terms.
AGENT SHALL NOT BE LIABLE TO YOU OR ANY ENTITY OR PERSON CLAIMING THROUGH OR UNDER YOU FOR ANY LOSS OF PROFIT OR INCOME OR FOR ANY CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES, WHETHER IN AN ACTION FOR CONTRACT OR TORT OR BASED ON A WARRANTY, IN CONNECTION WITH THESE TERMS, EVEN IF AGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL AGENT’S MAXIMUM AGGREGATE LIABILITY TO YOU HEREUNDER EXCEED $100 (ONE HUNDRED DOLLARS). YOU ACKNOWLEDGE THAT THESE LIMITATIONS OF LIABILITY ARE AN ESSENTIAL ELEMENT OF THE BARGAIN BETWEEN YOU AND AGENT AND IN ITS ABSENCE THE TERMS AND CONDITIONS OF THESE TERMS WOULD BE SUBSTANTIALLY DIFFERENT. You shall be solely responsible for, and shall indemnify and hold AGENT harmless from and against, any and all liabilities, claims, damages, losses, costs and expenses, including reasonable attorneys’ fees, arising out of or related to (i) any acts or omissions to act by you in connection with the Program or these Terms, and (ii) any breach of your representations and warranties set forth in Section 3.1.
These Terms shall not be assigned or delegated by you, in whole or in part, to any party, without the prior written consent of AGENT. Failure or neglect by either party to enforce at any time any of the provisions hereof shall not be construed nor shall be deemed to be a waiver of such party’s rights hereunder nor in any way affect the validity of the whole or any part of these Terms nor prejudice such party’s rights to take subsequent action. All notices shall be sent by e-mail to the other party’s mailbox where practicable, and shall also be given in writing, and shall be deemed to have been duly given when delivered by hand, posted by registered first class mail or sent via recognized overnight couriers (e.g., Federal Express) at the address that you provided when you signed up for the Program (in your case) or, in the case of AGENT, to legal@joinAGENT.com. In the event that any clause, sub-clause or other provision contained in these Terms shall be determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such clause, sub-clause or other provision shall to that extent be severed from the remaining clauses and provisions, or the remaining part of the clause in question, which shall continue to be valid and enforceable to the fullest extent permitted by law. Any headings are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of these Terms. Any ambiguity in these Terms shall be interpreted equitably without regard to which party drafted these Terms or any provision thereof. The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party will not be applied in the construction or interpretation of these Terms. The rights and obligations of the parties under these Terms shall not be governed by the provisions of the 1980 United Nations Convention on Contracts for the International Sale of Goods; rather, these rights and obligations shall be governed in all respects by the laws of the State of California exclusively, without regard to any conflicts of laws provisions. You agree that all disputes arising hereunder shall be adjudicated in the state and federal courts having jurisdiction over disputes arising in Los Angeles, California, and you hereby agree to consent to the personal jurisdiction of such courts. These Terms supersede any arrangements, understandings, promises or agreements made or existing between the parties hereto prior to or simultaneously with these Terms and constitutes the entire understanding between the parties hereto. Except as otherwise provided herein, no addition, amendment to or modification of these Terms shall be effective unless it is in writing and signed by and on behalf of both parties.