ChangeMaker Ventures Referral Agreement

THIS AGREEMENT (the “Agreement”) made and entered into between ChangeMaker Ventures, LLC (CMV) and the Referring Agent (the “Referring Associate”) noted on the completed online registration. 

1. Appointment as Referring Associate. During the Term of this Agreement, Referring Associate shall have the non-exclusive right to promote the CMV membership program (as outlined in the CMV website – www.changemaker.ventures (the “Membership Program”) to his/her client databases wherever such clients may be located, as long as such promotion is lawful in such jurisdiction. Referring Associate agrees to represent CMV in a professional and lawful manner, using good business judgment and skill in all of his/her endeavors on behalf of CMV. The Referring Associate will use his/her professional judgment as to the appropriateness of a particular introduction (recognizing that all Members of CMV must be accredited investors and understand the inherent risks in investing in start-up technology companies.) Each Referring Associate may or may not be a Member in the Membership Program. Whether or not such Referring Associate is a Member in the Membership Program, the Referring Associate represents that they have read and understand the Terms of Service Agreement (HYPERLINK) and the Membership Agreement (HYPERLINK) that is located on the CMV website.

2. Commissions. CMV is solely responsible for deciding whether a particular referral has met the requirements to become a Member. CMV will pay the Referring Associate a one-time $1,000 for only those referrals made by the Referring Associate who joins the membership by the 15th of each month after the 30-day Money Back Guarantee has expired for such Member. The right to receive a commission from the enrollment of a Member will be determined solely by CMV. Any dispute arising with respect to whether the Referring Associate is entitled to a sales commission with respect to the enrollment of a member shall be resolved by CMV at its sole discretion. The parties agree that other than this one-time commission, no other payments will be made to the Referring Associate unless otherwise agreed to in writing by the parties hereto. CMV will not be responsible for any expenses of the Referring Associate in the course of the carrying out its duties hereunder, unless such expenses have been previously approved in writing by CMV.

3. Scope and Limits of Authority. Referring Associate shall be authorized only to solicit the enrollment of individuals to become Members in the Membership Program in the manner prescribed by CMV, and shall have no authority to offer for sale or sell any other CMV product or service. Referring Associate is not authorized to collect any money or to provide any service to CMV or on behalf of CMV. Referring Associate may only use marketing materials provided or authorized by CMV unless CMV shall have specifically agreed to and authorized the use of such other marketing materials. No other use of CMV trademarks is authorized. Referring Associate recognized that the Terms of Service Agreement will govern the relationship between a potential member and CMV and Referring Associate will not say, write or otherwise communicate with a potential member any statements that are contradictory to those in the Terms of Service Agreement. Referring Associate shall do nothing to harm or injure the reputation of CMV, its products, and other Referring Associates. Except for a service which is competitive with the Membership Program, nothing in this Agreement shall be construed to require Referring Associate to refrain from distribution of any other product or service for any other third party. 

4. Policies and Procedures. Referring Associate agrees to abide by and follow all of the administrative policies and procedures of CMV relating to serving as a Referring Associate for the Membership Program. While this Agreement is in effect, and for a period of one (1) year thereafter, Referring Associate will not solicit, or attempt to solicit, directly or indirectly, any individual or entity for the purpose of presenting, offering, distributing or licensing any products and/or services that are then competitive with the Membership Program and/or with any other products or services than are then available through CMV.

5. Term and Termination. This Agreement shall continue for an indefinite term and may be terminated by either party at any time and for any reason. Such party will provide written or email notice to the other party of the termination of the Agreement. Upon the termination of this Agreement, the Referring Associate shall immediately return to CMV any CMV materials in his/her possession and discontinue all activities related to finding referrals for the Membership Program. The parties agree that Paragraphs 7 (Indemnification) and 8 (Limitation of Liability) shall survive the termination of this Agreement.

6. Independent Contractor and Waiver. Referring Associate is an independent contractor under this Agreement and nothing herein shall be construed to create a partnership, joint venture, or agency relationship between the Parties. This Agreement may be amended, modified or supplemented only by a written instrument executed by the Parties. The waiver by any Party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach, whether or not similar.  

7. Indemnification. (a) Each party (an “Indemnifying Party”) shall indemnify, defend and hold harmless the other party (the “Indemnified Party”) its affiliates, and each of their directors, officers, employees, and agents from and against all claims, suits and proceedings and any and all related liabilities, losses, expenses, damages and costs (including, without limitation, reasonable attorneys’ fees) (collectively, “Losses”) incurred by the Indemnified Party, relating to or arising out of the breach by the Indemnifying Party of any of its duties or obligations under this Agreement.  

(b) An Indemnified Party will (i) promptly notify the Indemnifying Party of any claim, suit, or proceeding for which indemnity is claimed (but the Indemnifying Party shall be relieved from liability only to the extent any delay in providing such notice prevents the Indemnifying Party from defending such claim, suit or proceeding); (ii) cooperate reasonably with the Indemnifying Party at the Indemnifying Party’s expense; and allow the Indemnifying Party to control the defense or settlement thereof. The Indemnified Party will have the right to participate in any defense of a claim and/or to be represented by counsel of its own choosing at its own expense.

(c) The parties agree that if a dispute arises between a potential or existing Member and the Referring Associate, the Referring Associate will release the Company and hereby agree to indemnify the Company from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of, or in any way connected with, such a dispute.

 8. Limitation of Liability. (a) NEITHER PARTY HERETO WILL BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS.  

(b) A party’s failure to bring a claim against the other party within one (1) year after the date on which the claiming party becomes aware of the existence of a potential claim, constitutes a waiver of such claim.

9. Final Agreement; Assignment. This Agreement represents the final and complete agreement of the Parties (and supersedes all previous proposals, both oral and written), and shall be binding upon, and inure to the benefit of, the Parties and their respective beneficiaries, successors and assigns. Referring Associate may not assign any of its rights or obligations hereunder without the prior written consent of CMV. 

10. Injunctive Relief. Referring Associate agrees that any breach or threatened breach of this Agreement by Referring Associate will irreparably injure CMV and that any remedy at law for any breach or threatened breach by Referring Associate of the provisions hereof shall be inadequate, and that Referring Associate shall be entitled to injunctive relief in addition to any other remedy it might have under this Agreement or at law or in equity.

 11. Waiver/Partial Invalidity. The waiver by any party of any breach of any provision of the Agreement by any other party will not be construed to be a waiver of that party’s rights regarding any succeeding breach of any such provision or a waiver of the provision itself. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, such determination will not affect the validity or enforceability of any other part or provision of this Agreement.

 12. Governing Law. This Agreement shall be governed by, interpreted and enforced in accordance with the laws of the State of New Jersey without regard to its conflict of law rules. The Parties agree that Section XI: Arbitration of the Terms of Service Agreement (of which both parties hereto are also parties to that agreement) shall govern any disputes that arise under this Agreement..

 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date of the completed online registration of the Referring Associate. By executing the online registration form, you hereby waive any and all defenses you may have based on the electronic form of this Agreement and the lack of signing by the parties hereto to execute this Agreement.