The Knowify Advisor Program or Construction Company Advisor Network (the “Program”) is offered by Knowify, LLC (“Knowify”). Under the Program, you will be able to earn certain referral fees or discounts for leads you introduce to Knowify, subject to the terms of this Agreement.
PARTICIPATION IN THE PROGRAM
Knowify may accept or reject any application at its sole discretion.
In consideration of fees or discounts offered to you under this Agreement, you agree engage in continued, active promotion of Knowify in various marketing channels using the Licensed Marks and Marketing Materials (as defined in section 9 below), and do so in compliance with the terms of this Agreement.
As a consequence of your activities under the Program, you may refer clients to Knowify (the “Referrals”). Knowify may provide you with a unique url to track your referrals (the “Referral URL”). If you include the Referral URL on your website to forward users to Knowify’s website, you must market Knowify in such a manner that a third-party is knowingly forwarded to the Knowify website. You may not provide third-parties with any information regarding the delivery and costs of Knowify services unless specifically approved by Knowify in advance and in writing.
PROGRAM TIERS AND REFERRAL FEES
The Program is composed of the two tiers detailed below. Participation in the Program will be at your expense and Knowify will only pay the fees described in each tier (the “Referral Fees”).
Non-certified Tier: Referral Only
- – Commission: 50% of the subscription revenue received by Knowify from the referred client’s account for the initial four (4) months. After the initial four (4) months, no further Referral Fees will be earned by you. You earn the commissions AFTER the client pays four (4) months.
- – Advisor Responsibilities: Refer the client. All further onboarding/support will be provided by Knowify.
- – Requirement: None. This program is for Advisors that have not passed Knowify’s Advisor Certification test
Certified Tier: Discount + Support
- – Discount: 20% discount code for unlimited time for your customers. No Referral Fees will be earned by you.
- – Advisor Responsibilities: Refer, onboard, and support the client. Knowify Customer Service will remain available to assist, but you will be expected to assume the majority of the workload related to implementation and support.
- – Requirement: Passing Knowify’s Advisor Certification test.
All the Program’s tiers include also access to Knowify’s Advisor portal and a free Knowify account for training purposes.
REFERRAL TERMS, CONDITIONS, AND PROCEDURE
Customers referred by you to Knowify must complete the sign-up procedure in accordance with the procedure described in below. In order to qualify for the Referral Fees, Knowify should have no record of the Customer in connection with the Knowify Service, or be in any contractual relations or ongoing negotiations with Knowify in connection with the Knowify Service.
Referral Procedure. You must refer each Referral to Knowify through a form provided by Knowify, which you shall fully complete and submit to Knowify (“Referral Form”). Alternatively, the Referral can subscribe through the Referral URL, which will be equivalent to submitting the Referral Form. Upon receiving each Referral Form, Knowify shall send an email to the Referral’s email address indicated in the Referral Form detailing the steps to be taken towards registration to receive the Knowify Service.
PAYMENT FOR SERVICES
Knowify will pay you any earned Referral Fees within 30 days of the end of each calendar quarter. If the total Referral Fees to be paid to you is less than two hundred and fifty dollars ($250) at the end of each calendar quarter, Knowify reserves the right to postpone payment until the amount to be paid is greater than two hundred and fifty dollars ($250).
TERM AND TERMINATION.
This Agreement is valid on a month-to-month basis and may terminated by either party upon 30-days written notice to the other party.
FAILURE TO PERFORM
If you are a participate at the Certified Tier level in the Program and you fail to perform according to the responsibilities detailed in your Tier, Knowify may send you an email specifying the deficiencies in your performance. You will have 30 days to redress the deficiencies to Knowify’s satisfaction. Should the specified deficiencies continue, Knowify may, at its sole discretion, cease payment of any Fees associated with any Referral(s) affected by the deficiency, and optionally reassign the Referral to a different participant in the Program.
You are responsible for payment of all taxes, duties, governmental charges and other like charges levied on the Referral Fees, and you shall indemnify, defend and hold Knowify harmless from and against any claims arising out or relating to all charges emanating from Knowify’s payment of Referral Fees.
Subject to this Agreement and its terms, Knowify hereby grants you a free, non-exclusive, non-transferable and revocable license (“License”) to market and distribute the Knowify Service to Referrals, and to use the Knowify trademarks, logos and URLs provided by Knowify and listed in Exhibit A (“Licensed Marks,” as may be amended by Knowify from time to time), and associated materials, language or code for the sole purpose of promoting the Knowify Service (collectively, “Marketing Materials”).
The license to use the Licensed Marks granted herein is subject to Knowify’s Trademark Usage Guidelines (“Guidelines”), as updated from time to time by Knowify at its sole discretion. Knowify may revoke this license at any time by giving you a written notice (including via email).
While promoting Knowify under the Program, you agree to:
- – Ensure that all Licensed Marks appearing on your Marketing Materials are in the form approved by Knowify in the Guidelines or otherwise. Not modify any Knowify Marks or otherwise substantially modify other Marketing Materials contrary to reasonable instructions provided by Knowify, and comply with reasonable instructions from Knowify as to the form, content and display of Marketing Materials.
- – Not to associate Marketing Materials with content that is unlawful in any manner, or which is otherwise harmful, threatening, defamatory, obscene, offensive, harassing, sexually explicit, violent, discriminatory, or otherwise objectionable in Knowify’s sole discretion. You agree not to send unsolicited electronic messages to multiple unrelated recipients (“spamming”) in promoting the Knowify Service, or otherwise to engage in any other form of mass electronic communications prohibited by law in connection with activities contemplated under this Agreement.
INDEPENDENT CONTRACTOR AND LIABILITIES
The Parties herein act on their own behalf as independent contractor. Nothing in this Agreement shall create any joint venture, agency, franchise, sales representative, employment or any other relationship between the Parties beyond the relations set out in this Agreement, and you are expressly precluded from acting on Knowify’s behalf.
You are the solely responsible for your operations in acting under this Agreement, including, without limitation, the legality of your operations and materials, created and used in connection with this Agreement. Except for a claim alleging that a Knowify Mark violates a third party’s trademark rights, Knowify is not responsible for the development, operation or content of your marketing materials and you agree to defend, indemnify and hold Knowify harmless against any and all claims, actions, causes of action, damages, or expenses (including attorney fees) relating to the development, operation, content and maintenance of your marketing materials.
During the Term and for five (5) years thereafter, you agree to not disparage Knowify or any of its officers, directors or employees or otherwise take any action that could reasonably be expected to adversely affect Knowify’s reputation. For purposes of this Agreement, “disparage” shall mean any negative statement, whether written or oral, about Knowify or any its officers, directors or employees. The Parties agree and acknowledge that this non-disparagement provision is a material term of this Agreement, the absence of which would have resulted in the Knowify refusing to enter into this Agreement.
You will not at any time or in any manner, either directly or indirectly, divulge, disclose, or communicate in any manner any information that is proprietary to Knowify, including any information, materials or knowledge regarding Knowify and its business, financial condition, products, programming techniques, customers, suppliers, technology or research and development that is disclosed to you or to which you have access in connection with performing Services. Such confidential information will not include information that is or becomes part of the public domain through no fault of your own or information that you rightfully receive from a third party who has the right to disclose it and who provides it without restriction as to use or disclosure. You will protect such information and treat it as strictly confidential. This provision shall continue to be effective after the termination of this Agreement. Upon termination of this Agreement, you will return to Knowify all record, notes, documentation and other items that were used, created or controlled by you during the term of this Agreement.
This Agreement contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written.
If any provision of this Agreement shall be held to be invalid, unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.