This Referral Agreement grants to the person or entity identified below as “Referring Party” the right to refer to Bizzabo, Inc. (“Bizzabo”), prospective new customers (“Lead”) for the purchase of Bizzabo’s service, products, or professional services directly from Bizzabo in exchange for a Referral Commission (“Referral Commission”), as set forth below.
1. Defined Terms.
1.1. “Bizzabo Professional Event Success Platform” means the Bizzabo Professional Event Success Platform that is proprietary to and branded by Bizzabo, that may be accessed by Bizzabo customers via https://www.bizzabo.com/.
1.2. “Commissionable Lead” shall mean a Lead for which Referring Party is eligible under Section 2 herein to be paid a commission because said Lead has become a customer of Bizzabo by executing a Subscription Agreement with Bizzabo and Bizzabo Order Form for use of the Bizzabo Services.
1.3. “Lead” shall mean a prospective customer of Bizzabo identified by Referring Party.
1.4. “Notification Date” shall mean the date that Bizzabo notifies Referring Party that it has accepted Referring Party’s Lead as a Commissionable Lead.
1.5. “Party” or “Parties” shall mean individually or collectively Bizzabo and/or Referring Party, as applicable.
1.6. “Service” shall mean the Bizzabo Professional Event Success Platform as modified or enhanced from time to time, which Bizzabo makes available by subscription to Customers.
2. Referring Party’s Identification and Referral of Leads.
2.1. Referring Party acknowledges and agrees that in order for a Lead to qualify as a Commissionable Lead, the following must have occurred:
2.1.1. Referring Party must have filled out and completed a referral form at: https://welcome.bizzabo.com/referral-program (“Lead Form”); and
2.1.2. Bizzabo must have reviewed Referring Party’s Lead Form and accepted the Lead as commissionable (i.e., not rejected the Lead for any of the reasons stated below).
2.2. Referring Party acknowledges and agrees that no commission will be paid to Referring Party by Bizzabo for the referral of a Lead:
2.2.1. that was an existing customer of Bizzabo at the time of the referral;
2.2.2. with whom Bizzabo was already involved in preliminary or advanced discussions relating toward a sale to Lead (as of and 180 days prior to the date of the Lead Form);
2.2.3. for whom a Lead Form (or similar document) has previously been submitted to Bizzabo by Referring Party or any other third party; or
2.2.4. that led to a sale more than ninety 90 days after the Notification Date.
2.3. Referring Party acknowledges and agrees that it shall be solely responsible for and shall bear all costs associated with Referring Party’s sourcing, solicitation or development of any Leads.
Referring Party acknowledges that Bizzabo holds and retains all worldwide right, title and interest in and to Services and that all use of the Bizzabo intellectual property by Referring Party will inure to the benefit of Bizzabo. Further, Referring Party will (i) not assert any ownership interests in or contest the validity of any Bizzabo intellectual property; (ii) comply with written guidelines that Bizzabo may provide to Referring Party from time to time; and (iii) not use any Bizzabo intellectual property in any manner that is likely to cause confusion, mistake, or deception.5. Nonexclusive Referral Agreement.
Each Party acknowledges that this Referral Agreement does not create an exclusive agreement between the Parties. Each Party shall have the right to recommend similar products and services of third parties and to work with other parties in connection with the design, sale, installation, implementation and use of similar services and products of third parties. Notwithstanding the foregoing, Referring Party agrees that once it establishes a Commissionable Lead with Bizzabo, it will not refer a direct competitor of Bizzabo to such Commissionable Lead.
6. Bizzabo’s Right to Change Terms and Conditions.
Referring Party acknowledges and agrees that Bizzabo may change the terms and conditions of this Referral Agreement at any time and in its sole discretion. Participation of the Referring Party in this referral program is considered acceptance of this Referral Agreement and any modifications which might be made. The Parties agree that no such change, however, shall affect Bizzabo’s obligation to pay Referring Party Referral Commissions for Commissionable Leads provided to Bizzabo prior to the effective date of any change.
7. Limitations of Liability
BIZZABO’S SOLE LIABILITY TO YOU SHALL BE PAYMENT OF THE REFERRAL COMMISSION(S) TO THE EXTENT EARNED AS SET FORTH HEREIN. IN NO EVENT SHALL BIZZABO OR ITS AFFILIATES BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING LOST PROFITS OR LOST COMMISSIONS ON LOST SALES (WHETHER OR NOT YOU HAVE BEEN ADVISED OF SUCH LOSS OR DAMAGE), ARISING FROM OR RELATING TO THIS AGREEMENT OR THE CONDUCT OF BUSINESS CONTEMPLATED HEREIN, BY REASON OF ANY ACT OR OMISSION IN BIZZABO’S PERFORMANCE UNDER THIS AGREEMENT.
8.1. Material Breach. Either Party may terminate this Referral Agreement upon written notice to the other Party in the event of a material breach of any provision of this Referral Agreement by the other Party in the event such breach remains uncured thirty days after notice thereof.
8.2. Convenience. Either party may terminate this Referral Agreement upon giving fifteen (15) days written notice to the other Party.
The Referring Party may not assign this Referral Agreement without prior written consent of Bizzabo.
10. Governing Law.
This Referral Agreement shall be governed in accordance with the laws of the State of New York and any controlling U.S. federal law.