Referral Rewards Program
Terms and Conditions of Use
These Terms and Conditions of Use ("Terms") are an agreement between Level Books, Inc. ("LB") and You and apply to the LB Referral Rewards program (the "Program") described in these Terms. By enrolling in the Program, You agree to be bound by these Terms, including any modifications from time to time, as they relate to the Program. If You do not agree to these Terms, do not enroll in or use the Program. "You" and "Your" means You, Your company, Your employees, Your subsidiaries, Your affiliates and Your agents whom You have enrolled as "users" of the Program, all of which agree to be bound by these Terms, any applicable additional terms, policies and any other terms and guidelines found throughout the Program.
1. THE PROGRAM AND MARKETING ACTIVITIES. The Program consists of the ability to access the website located at www.LevelBooks.com/partner-referral-program, hosted by LB, or its third-party Vendor (“Rewards Site”), accessible through the Program website, make referrals to LB and, in exchange for referrals that become Clients (as defined below), receive revenue share payment(s) in accordance with these Terms. LB is willing to perform certain accounting services (“Accounting Services”), related tax filing services, payroll services, and additional services which include reporting services, registered agent services, and tax representation (collectively the “Services”) for Your customers, franchisees, or members of your association wishing to receive any or all of such Services that sign LB’s standard forms of agreement and meet LB’s eligibility requirements covering such Services (the “Clients”). LB and You will promote the Services to your customers, franchisees or members of Your association (“Prospects”) through joint marketing and related activities, as more particularly set forth herein, to assist LB in the sale of the Services to Prospects. In exchange for Your reasonable commercial efforts to make the Services known to Prospects, promotion of the Services through correspondence with Prospects, and Your forwarding all inquiries made by Prospects to LB, LB shall, for each eligible Prospect referred to LB under this Program that becomes an LB Client and begins processing Services with LB, award You revenue share payments under the Program. You will not be fully enrolled in the Program or begin receiving revenue share payments until LB receives a fully completed and signed W9 form and acknowledges your agreement to these Terms by sending you an electronic acknowledgment by e-mail confirming Your enrollment.
2. REVENUE SHARE PAYMENT CALCULATION. The amount of the payment made to you for the referral of a Client for Accounting Services will be determined based on the revenue generated by LB for the first year such referred Client uses the Accounting Services. You will receive a revenue share payment equal to fifteen (15%) percent of the annualized “Net Processing Revenues” (as defined below and as rounded to the nearest dollar) from the sale of Accounting Services by LB to such referred Clients. In order to receive ANY payment, all sales to Clients need to have been made as a direct result of Your direct “Involvement and/or Referral” (as defined below) and each referral must be accompanied by Your unique Partner Identification Code (PIC) for appropriate tracking and payment calculation.
For purposes of calculating the revenue generated for Clients, “Net Processing Revenues” for each eligible Client shall mean all recurring processing fees from a new Client for the initial Accounting Services, Payroll Services, and Tax Services sold as result of Your Involvement and/or Referral and billed to such Client by LB for the one (1) year period beginning with such initial sale, excluding therefrom: (i) any fees derived from set up, training, shipping, delivery and installation, custom programming, the sale, rental or leasing of equipment or software, maintenance, or the provision by LB of checks, forms or other supplies, (ii) any fees derived from Client conversion, consulting services, official bank checks, year-end forms, or tax or special one-time reports, (iii) sales, service or excise taxes, (iv) third-party pass-through charges, (v) fees derived from an LB product or service that is not an accounting processing service, whether offered as ancillary services to the accounting, payroll, and tax filing services or combined with such services into an integrated offering, and (vi) LB products or services not in existence on the date hereof. Payment(s) will only be paid to Your company, or Your subsidiary or affiliate, but not to both.
For purposes of the Program and these Terms, Your “Involvement and/or Referral” shall mean, with respect to a sale of any Services, that: (i) the initial contact regarding the sale of the Services to a Prospect was made by an employee of Yours or as a result of a specific referral of the Services to such Prospect by Your employee or (ii) Your marketing and promotional activities under the Program resulted in an appointment with the Prospect by an LB sales representative, or (iii) an LB sales representative requested that Your personnel meet with one of Your Prospects to assist in closing a sale at any time prior to completion of a sale of the Services and Your personnel complied with such a request.
Payment due to You for a referral in accordance with these Terms will be payable over twelve months with a one-time payment of five percent (5%) two weeks after initiation of services, and ten percent (10%) in one-twelfth increments in arrears within forty-five (45) calendar days after the end of each LB fiscal month close. You will receive payment for new Clients only and in no event will You be awarded any payment for an existing LB Client or for Clients referred by a third party prior to receipt by LB of a referral from You. In no event will you be awarded any payment for an LB Client following the termination of LB’s Services by a Client referred under this Agreement or following twelve months of processing, whichever is earlier. You shall not receive payment for any Client for which You have been previously paid through any other LB agreement including revenue sharing, acquisition or wholesale agreements, and You understand that You are not eligible to participate in this Program if You are enrolled in any other referral program or being paid under any other such agreement, with LB. Any points previously awarded to You under the Program may, at any time, be converted to dollar amounts where one point equals one dollar, and may be paid pursuant to these Terms.
3. MARKETING ACTIVITIES AND TRADEMARK USAGE GUIDELINES. (a) You will be responsible for the costs of your own advertising and promotional activities. Upon request, LB may provide You such materials as may be reasonable to market and promote the Services to prospective Clients. All materials not supplied by LB, media releases, public announcements by You or Your employees or agents relating to these Terms or the Services (including, but not limited to, promotional or marketing material sent to Prospects) shall be coordinated with and approved in writing by LB prior to the release thereof. You agree that You will not, without the prior written consent of LB in each instance: (i) use in advertising, publicity, or otherwise, LB's name, or any affiliate or subsidiary of LB, or any partner, or employee of LB, or any trade name, trademark, trade device, logo, service mark, domain name, symbol or any abbreviation, contraction or simulation thereof owned by LB or its affiliates or subsidiaries (collectively, the “LB Marks”), (ii) use the LB Marks in any manner that might express or imply LB’s affiliation, sponsorship, endorsement, or approval other than as consistent with these Terms, or (iii) represent, directly or indirectly, that any product or any services provided by You has been approved or endorsed by LB (unless specifically so approved or endorsed pursuant to a separate agreement). Any materials You plan to use for advertising, media releases, marketing or educational purposes which involve these Terms and identify LB or the Services covered hereby, must be reviewed and approved in writing by LB before being used (such approval not to be unreasonably withheld). LB may make available to You certain standard LB advertising and/or promotional literature and marketing materials promoting the Services that You will be permitted to distribute as part of Your marketing activities under these Terms. LB agrees that it will not, without Your prior written consent in each instance, (i) use in advertising, publicity, or otherwise, Your name, the name of Your employee, affiliate or subsidiary, or any trade name, trademark, trade device, service mark, domain name, symbol or any abbreviation, contraction or simulation thereof owned by You or (ii) represent, directly or indirectly, that any product or any Services provided by LB has been approved or endorsed by You. Any materials LB plans to develop on its own and use for advertising, media releases, marketing or educational purposes which specifically relate to these Terms and which identify You, must be reviewed and approved in writing by You before being used (such approval not to be unreasonably withheld).
(b) Use of LB Marks. Subject to and expressly conditioned upon compliance with these Terms (including but not limited to section 3(a) above), LB hereby grants You a worldwide, nonexclusive, nontransferable, royalty-free, personal right to use the LB Marks solely in the manner described in any LB Quality and Use or Logo Use Guidelines and as may be prescribed by LB from time to time, at LB’s sole discretion. LB grants no rights other than those expressly granted herein. You acknowledge LB’s sole ownership of the LB Marks and all associated goodwill and agree that, except for use of the LB Marks as approved in advance in writing by LB in connection and consistent with these Terms, You will not directly or indirectly at any time adopt, use, or register any LB trade names, trademarks, logos, service marks, certification marks, domain names, trade dress, or other similar or dilutive identifier, in whole or in part, in connection with any business, goods or services. You agree that all use of the LB Marks by You will inure to the benefit of LB. In all materials, unless the trademark is not registered, display of the LB logo must include the ® symbol and the attribution clause: “The LB logo is a registered trademark owned by LB, Inc. in the United States and other countries.” You agree that the manner of use and display of the LB Marks will conform to the quality and use standards set and controlled by LB, as amended from time to time. LB reserves the right to periodically review Your use of the LB Marks and You agree to promptly correct any conditions as directed by LB but in no event later than five (5) days following notice from LB. You shall cooperate fully with LB to facilitate periodic review of any use by You of the LB Marks and of Your compliance with the LB Quality and Use Guidelines. You agree to notify LB within 10 business days of any changes to the information provided by You or to any approved use. Upon termination of this Agreement or these Terms or notice to cease and desist use of the LB Marks for any reason, You agree to remove any links to LB’s website within two business days of receiving LB’s termination or cease and desist notice and to cease all use of the LB Marks upon the earlier of depletion of existing supply of approved materials or 30 days after receiving LB’s termination or cease and desist notice.
(c) Disclaimer of Warranties. LB MAKES NO WARRANTIES EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE LB MARKS, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL LB BE LIABLE FOR ANY DAMAGES FOR TERMINATION OF THESE TERMS OR FOR YOUR USE OF THE LB MARKS, INCLUDING, BUT NOT LIMITED TO, ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES (INCLUDING LOSS OF BUSINESS PROFITS) ARISING FROM OR RELATED TO YOUR MARKETING, DISTRIBUTION, ANY USE OR TERMINATION OF USE OF THE LB MARKS OR WEB SITE, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY, BREACH OF WARRANTIES, FAILURE OF ESSENTIAL PURPOSE OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(d) Your Indemnity Obligations. You agree to indemnify, defend, and hold harmless LB from and against any and all claims, damages, costs, and expenses (including reasonable attorneys' fees) and pay the amount of any adverse final judgment (or settlement to which both parties consent) arising out of or related to any use by You of the LB Marks or website.
(e) LB Indemnity Obligations. LB agrees to indemnify, defend, and hold You harmless from and against any and all claims, damages, costs, and expenses (including reasonable attorney’s fees), and pay the amount of any adverse final judgment (or settlement to which both parties consent) resulting from, third party claim(s) (hereinafter “Indemnified Claims”) that an LB Mark infringes any trademark rights of such third party; provided LB is notified promptly in writing of the Indemnified Claim and has sole control over its defense or settlement, and You provide reasonable assistance in the defense of the same. In the event LB receives information concerning an intellectual property infringement claim (including an Indemnified Claim) related to the LB Marks, LB may, at its expense, without obligation to do so: (i) procure for You the right to continue to distribute the alleged infringing LB Mark, (ii) replace or modify the LB Mark to make it non-infringing, in which case, You shall thereupon cease distribution of the alleged infringing LB Mark, or (iii) instruct You to cease use of the LB Mark without providing a replacement. LB shall have no liability for any intellectual property infringement claim (including an Indemnified Claim) based on Your manufacture, distribution, or use of the LB Mark after LB’s notice that You should cease use of such LB Mark, or begin use of a substitute LB Mark due to such a claim. For all claims described in this Section, You agree to indemnify and defend LB from and against all damages, costs and expenses, including reasonable attorneys' fees.
(f) These Terms and/or Your participation in the Program does not grant to You or LB any right or license in, or to, any copyrights in any materials and/or documentation or to any rights of copyright in or to each others other services or websites.
(g) Except as provided for herein, neither party may modify, publish, transfer or assign any material in any media provided by the other party, in whole or part, or without the providing party’s prior written permission. For the purposes of these Terms, re-formatting of materials, without any modification or alteration of the substantive content of the materials is permitted provided that the providing party’s copyright and other intellectual property rights are acknowledged. You and LB shall each bear responsibility for the cost of its respective joint advertising and promotional activities.
(h) LB Logo Use Guidelines. The following terms and conditions apply when using the LB Logo; any use in violation of these terms and conditions is strictly prohibited. LB reserves the right to change these guidelines at any time at its sole discretion. You must comply with the guidelines as amended from time to time. Amended Guidelines may be emailed to the current Contact address of record. Please fax updates to contact information or any questions regarding these Guidelines to Solutions@LevelBooks.com.
The LB Logo may only be used exactly as approved by LB on packaging, collateral materials, documentation, and advertising, including Internet advertising, solely for the purpose of promoting LB products.
Your company name, logo, or products name must appear on any products or related materials where the LB Logo is used. The LB Logo must be smaller and less prominent than your product name, trademark, logo, or trade name.
The LB Logo may not be used in any manner that expresses or might imply LB’s affiliation, sponsorship, endorsement, or approval other than as consistent with the agreement.
You may not use the LB Logo in a manner that might suggest co-branding or otherwise create potential confusion as to the source of the products or ownership of the LB Logo. You may not display the LB Logo in any manner that suggests that Your goods or services are an LB product, or in any manner that suggests that “LB” or “Level Books” is a part of your product name.
The LB Logo may not be included in any non-LB trade name, business name, product or service name, logo, trade dress, design, slogan, or other trademark. For example, You may not name Your product “LB SuperPay” nor “Level Books SuperPay.”
The LB Logo may not be combined with any other symbols, including words, logos, icons, graphics, photos, slogans, numbers, or other design elements.
The LB Logo, or any element thereof, including, but not limited to, LB’s logo, logotypes, trade dress, and other elements of LB’s marketing, packaging, and websites, may not be imitated or used as a design feature in any of Your materials.
4. OWNERSHIP/LICENSE. You acknowledge that all rights, title and interest in or to any copyright, trademark, service mark, trade secret, and other proprietary right relating to the Program and the related logos, names, etc. are reserved. The Program, and related software and systems, is the licensed and/or owned property, and embodies the proprietary trade secret technology, of LB and/or its licensors and is protected by copyright laws and international copyright treaties, as well as other intellectual property laws. LB grants You a non-exclusive, non-transferable license to use the Program to access Your account. LB may terminate or suspend Your access to the Program (in whole or in part) at any time, with or without notice, if LB has reason to believe that You have violated these Terms or are otherwise using the Program in an inappropriate manner. The right to use the Program and access the services provided by the Program is granted only to enrollees of the Program and their authorized employees for the sole purpose of utilizing the Program and this limited license terminates when You or LB terminates the Program and/or these Terms.
5. CONFIDENTIALITY. You and LB will treat all information provided to it by the other as confidential with the same degree of care and confidentially that it provides for its own confidential information; provided that any information provided by a Client to LB shall not be covered by this Agreement even if identical information was provided to LB by You. LB will not disclose or use Non-Public Personal Information of any Consumer provided to it by a Bank, except in connection with the purposes of this Agreement. Except for the terms otherwise defined herein, the capitalized terms used in this Paragraph will have the meanings given to them in the privacy regulations applicable to a Bank that were promulgated pursuant to Title V of the Graham-Leach-Bliley Act of 1999. To assist LB in its compliance with this Paragraph, any Bank enrolling in the Program agrees, that if and to the extent requested by LB, the Bank will specifically identify which information provided by it to LB constitutes Non-Public Personal Information of a Consumer.
6. TERMINATION. These Terms shall apply for so long as you are enrolled in the Program unless and until, following twelve (12) months from your initial enrollment date, these Terms are terminated by either party upon not less than 90 days’ prior written notice to the other. These Terms may also be terminated by LB by a notice to you that it is terminated if LB has not made at least three (3) sales of the Services as a result of Your Involvement and/or Referral during the immediately preceding 12-month period. Upon any termination, all obligations under Paragraphs 1, 2, 3, 4, 5, 6, 8, 9 and 10 of these Terms shall survive with respect to any events which occurred, and any payments which accrued up through the termination date but in no event will LB make any payments following termination of these Terms. Following any termination, You will not be eligible to re-enroll in the Program.
7. USE OF THE PROGRAM/COMPLIANCE WITH LAWS. You will use the Program as described in these Terms and in accordance with the instructions and reasonable policies established by LB or its agents from time to time and communicated to You and/or as posted on any applicable Program websites. By enrolling in the Program you are agreeing to any online terms or service agreements and any fees set forth on any Program websites. You may not use the Program for any other purpose or interfere with or disrupt Program servers, databases or any network connected to them, or use the Program to violate any law, statute or regulation; or conduct any other illegal activity, or to harvest or otherwise collect information submitted by third parties, including e-mail addresses, without the express consent of such third parties. LB does not guarantee against any loss or alteration to Your data. You confirm that all information provided by You is accurate and complete and LB shall have no liability for any errors or inaccuracies in the Program based upon information provided by You or the person accepting these Terms on Your behalf. You will be responsible for Your compliance with all laws and governmental regulations affecting Your business and for any use You may make of the Program. You agree to pay any applicable taxes levied or based on any payments or redemption of rewards points received by You under the Program and to comply with any professional rules regarding use of the Program or points awarded thereunder. You understand that if You are an individual You are not eligible to enroll in the Program which is available solely for U.S. companies and sole proprieters.
The execution, delivery and performance by You of this Agreement will not (i) violate any statute, ordinance, rule, regulation, order, judgment or decree of any court or of any governmental or regulatory body, agency or authority applicable to You, (ii) require any filing with, or require You to obtain any permit, consent or approval of, or require You to give any notice to, any governmental or regulatory body, agency or authority or any other person or entity, except for a filing, consent, approval or notice which would not prevent Your ability to perform Your obligations hereunder and would not result in any liability to LB, or (iii) result in a violation or breach by You under any of the terms of any agreement (including Your agreement with Your clients), license or other instrument or obligation to which You are a party, or by which You or any of Your properties or assets may be bound.
8. ACCOUNT SECURITY AND PASSWORDS. You are responsible for safeguarding the confidentiality of Your account information (including user email address(es) and your Authentication selected by You or issued to You) and agree to take any and all actions necessary to maintain the privacy of your Authentication for the Program. You are responsible for any use or misuse of Your account or the Program resulting from any unauthorized third party or employee using any Authentication selected by You or issued to You and you agree to notify LB immediately of any known or suspected unauthorized access to or use of Your account, Authentication of any individual user to whom You have issued Authentication or any other breach of security or misuse of the Program known to or suspected by You.
9. DISCLAIMER OF WARRANTIES/LIMITATION OF DAMAGES.
NEITHER LB NOR ITS LICENSORS OR VENDORS MAKE ANY REPRESENTATIONS OR WARRANTIES ABOUT THE CONDITION, SUITABILITY, RELIABILITY, AVAILABILITY, COMPLETENESS, SECURITY, TIMELINESS, OR ACCURACY OF THE PROGRAM OR ANY INFORMATION, CALCULATIONS, SOFTWARE OR OTHER MATERIALS OR RESULTS INCLUDED IN OR AVAILABLE THROUGH THE PROGRAM, FOR ANY PURPOSE.
ALL OF THE FOREGOING ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. LB AND ITS LICENSORS AND VENDORS HEREBY DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, WITH REGARD TO THE PROGRAM OR ANY INFORMATION, CALCULATIONS, SOFTWARE OR OTHER MATERIALS OR RESULTS INCLUDED IN OR AVAILABLE THROUGH THE PROGRAM, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
LB WILL NOT BE RESPONSIBLE FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR OTHER SIMILAR DAMAGES INCLUDING LOST PROFITS OR DAMAGES FOR BUSINESS INTERRUPTION OR LOSS OF INFORMATION THAT YOU MAY INCUR OR EXPERIENCE IN CONNECTION WITH THESE TERMS OR THE PROGRAM, HOWEVER CAUSED AND UNDER WHATEVER THEORY OF LIABILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES.
LB will not be liable for any damage or losses arising out of or otherwise related to (1) Your use of the Program or use by anyone to whom You have given access to the Program; (2) errors, bugs or other defects in the Program; (3) lost information; (4) illegal or criminal activities; (5) mistakes, omissions, interruptions, deletion of files or e-mail, loss of or damage to data, errors, defects, viruses, delays in operation, or transmission, or any failure of performance, whether or not limited to acts of God, communications failure, theft, destruction, unauthorized access to Program records, programs or services or any third party actions including those of any LB Fulfillment Vendor; or (6) Your actions with Your employees or vendors, or the use of their information.
10. GENERAL. Except as otherwise expressly set forth herein, these Terms supersede any prior agreements on the same subject matter and will govern Your participation in the Program as well as all disclosures and exchanges of Confidential Information by the parties. These Terms do not modify or terminate any existing arrangements between You and LB relating to the provision of official bank checks.
These Terms may be modified by LB from time to time at any time and you are responsible for any updates posted on the Program website or sent to You by LB. The failure of You or LB at any time to enforce any right or remedy available to it under these Terms with respect to any breach or failure by the other party shall not be construed to be a waiver of such right or remedy with respect to any other breach or failure by the other party. These Terms are governed by the laws of the State of Illinois without giving effect to its conflict of law provisions. You and LB agree that each is acting independently of the other, that You are not joint venturers, and that neither is an agent of the other. All notices, made under or in connection with these Terms, shall be in writing and shall be deemed to have been given three (3) days after mailed in any general or branch United States Post Office, enclosed in a registered or certified post-paid envelope, if to LB addressed to: Level Books, Attention: Referral Rewards, 19934 Wolf Rd #29, Mokena, IL 60448, and if to You, at the address given for participation in the Program; provided, however, that any notice of change of address shall be effective only upon receipt. These Terms shall not be assigned by You without LB’s prior written consent and any attempted assignment without such consent shall be void. Nothing contained in these Terms is intended to create third-party beneficiaries of or under these Terms.
11. THESE TERMS. You should print a copy of these Terms for your records. If You do not have print capability or You otherwise desire to obtain a hard copy of these Terms please e-mail Solutions@LevelBooks.com to request a hard copy.
By entering Your name and title and clicking the “Accept” box associated, or by signature of agreement, You acknowledge that You have read, are authorized to sign and do agree to and do accept, these Terms, including any requirements with respect to any LB Marks.
