REFERRAL PROGRAM AGREEMENT
The WizeFi, LLC (“WizeFi” or "Company" or "we") affiliate referral program (the "Referral Program") is designed to help you (the “Referrer,” “you” or “your”) generate income in exchange for referring new paying subscribers to WizeFi. The terms and conditions contained herein constitute an agreement between WizeFi and you (the “Referrer Agreement”), and shall govern your participation in the Referral Program.
These updated terms are effective on August 30, 2017.
BY REGISTERING AS A REFERRER YOU ARE AGREEING TO THE TERMS AND CONDITIONS IN THE REFERRER AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MAY NOT PARTICIPATE IN THE REFERRAL PROGRAM.
ELIGIBILITY FOR REFERRAL FEE PAYMENTS
1. Qualified Purchase
As a WizeFi Referrer, Referrer may accrue a monthly referral fee (“Referral Fee”) for each Qualified Purchase of a WizeFi plan monthly subscription (“WizeFi Plan”), including for Qualified Purchases by Referrer’s Second Tier Referrers, and so on. In order to qualify for a Referral Fee, the purchase must be made by a customer that Referrer directly refers to WizeFi, the purchase must qualify as a "Qualified Purchase," and all other requirements set forth herein must be met. A "Qualified Purchase" is the purchase of a WizeFi Plan product by a new and unique customer who: (i) clicks on Referrer’s Referrer Link (as defined below); (ii) completes the signup and payment process within seventy-two (72) hours of clicking on the Referrer Link; (iii) did not transfer from a WizeFi partner or related company; and (iv) is not paying a non-standard rate for their WizeFi Plan (as defined below).
2. Referrer Accounts
Referrer accounts must be active at the time of the Qualified Purchase in order for the Referrer to receive the Referral Fee. No Referral Fee will accrue for subscriptions that originated prior to Referrer’s participation in the Referral Program. To register for a Referrer account, you must obtain an invitation from an existing member, complete a subscription, and setup your own affiliate handle (“Referrer Link”).
3. Referrer Link
Referrer will be issued a special URL, which will be unique to Referrer and Referrer only, and which will allow WizeFi to track referrals in accordance with the terms of this Referrer Agreement (“Referrer Link”). The Referrer Link may be displayed on Referrer’s website, social media, emails, and other locations subject to the restrictions set forth herein.
4. Referral Tiers
Referrer may also identify and refer other third parties, such as friends, online marketing organizations and/or website owners and/or operators that may be prospective referrers of WizeFi’s services. Those parties will be independent contractors, non-associated to the Referrer and will be subject to the terms and conditions of this Referrer Agreement. The Referrer will be entitled to a Referral Fee set by WizeFi, based on a percentage of all the Second Tier Referrers’ generated activity.
A Second Tier Referrer is an individual, acting in the course of business or a legal person that the Referrer refers to WizeFi, to perform the same type of referral activities as the Referrer and who agrees to be bound by the terms of this Referrer Agreement, who: (i) clicks on Referrer’s Referrer Link (as defined below); (ii) completes the signup and payment process within seventy-two (72) hours of clicking on the Referrer Link; (iii) did not transfer from a WizeFi partner or related company; and (iv) is not paying a non-standard rate for their WizeFi Plan (as defined below). A Referrer shall also be eligible for a Referral Fee from the Second Tier Referrers of their Second Tier Referrers (aka, Third Tier Referrers) and so on down the line. There shall be 6 tiers total, with the Referrer on tier one, their Second Tier Referrers on Tier 2 and so forth for a possible total of 5 tiers below Referrer. Referrer can receive referral fees from up to one million Referrers in total network.
5. Referral Fee
A Referrer will receive referral fees for Qualified Purchases (including for Qualified Purchases by Second Tier Referrers) while an active Referrer of WizeFi equal to a percentage of the WizeFi Plan price, in accordance with Exhibit “A”, attached hereto, which may be changed from time to time in WizeFi’s sole discretion. Referral Fees and Referrer tier status belong to the Referrer alone and are not transferable to another person and do not pass as part of a Referrer’s estate. The Company reserves the right not to credit any commissions that derive from a violation of this Referrer Agreement.
6. Minimum Threshold
In order for a Referrer to be eligible for the first Referral Fee payment, the Referrer must (i) reach a minimum threshold of USD$100 (the "Minimum Threshold") in Referral Fees within twelve (12) months of the first Qualified Purchase the Referrer refers to WizeFi; and (ii) provide WizeFi with all relevant tax and address documentation, as further discussed herein. After Referrer receives Referrer’s first Referral Fee payment, we pay monthly as long as Referrer’s accumulated commissions reach the Minimum Threshold. If they do not, they will apply to the Minimum Threshold for the following month until Referrer reach the Minimum Threshold. All subsequent Referral Fees for Qualified Purchases will continue to accrue and become payable only when Referrer has provided all relevant tax and address documentation, including any recertification that may we may request.
7. Referrer Account Information
Referrer is solely responsible for keeping all information up to date, including postal and email addresses, name, payment information, tax information and any other personal information that will impact WizeFi’s ability to issue a valid payment. Additionally, each Referrer is required to submit an accurate and up to date W-8/W-9 tax form. Download your W-8 tax form here or download your W-9 tax form here. If we do not receive the necessary tax or payment information from a Referrer within ninety (90) days of a Qualified Purchase that would otherwise trigger a Referral Fee, such Referral Fee shall not accrue and no resulting Referral Fee will be owed with respect to such Qualified Purchase. Referrer’s tax information must be on file in order for Referral Fees to accrue and become payable.
Referrers are solely responsible for ensuring that all payee information is accurate and up to date in the Referrer’s profile, accessible via the “Settings” link on WizeFi’s website once the Referrer is logged in. WizeFi is not responsible for any lost or stolen payments.
8. Missing or Untracked Referrals
Missing or untracked referrals that Referrer believes should result in a Referral Fee must be reported within one month of when the Qualified Purchase was made and will be credited to Referrer’s account at our sole discretion, provided that such credit has accrued pursuant to the terms contained herein. Missing or untracked referrals that are not timely reported will not be credited to Referrer’s account. Failure to properly code the Referrer Link may result in untracked referrals. WizeFi may refuse to issue Referral Fees for untracked referrals within its sole discretion.
9. Referral Fee Processing and Payment
Referrer’s Referral Fees are determined approximately 45 days after the end of the month in which the Qualified Purchase is completed. Payments are then processed and sent to Referrers between the 16th of the month and the last day of the month. EXAMPLE: A Qualified Purchase completed in January will be sent to the Referrer between March 16th and March 31st.
Payments are sent using the PayPal payment system. Referrer pays the PayPal transaction fee associated with the payment to Referrer. Referrer is required to supply a PayPal address to receive Referral Fee payments. For larger Referrers accruing payments of over USD$10,000 per month, WizeFi offers a wire transfer option at Referrer’s expense. To update payment information, Referrer should contact the Referrer Partner department.
In the event that WizeFi re-issues any payment due to an error that is not the fault of WizeFi, a USD$35 charge will apply and shall be deducted from the Referrer's Referral Fees.
Referrers are responsible for ensuring that they are able to receive payments made by WizeFi to the Referrer’s designated payee account. It is the Referrer’s responsibility to ensure that Referrer’s bank or PayPal account can accept payments from US-based companies.
Referrers are responsible for any and all fees, taxes, currency exchange fees and differences, surcharges and other expenses incurred in order to receive their Referral Fees. Referrer should check with Referrer’s local banking institution or PayPal to find out if any of these apply or may apply to Referrer’s account.
Due to the frequency of credit card fraud and high cancellation rates, WizeFi reserves the right to hold Referral Fees for up to two (2) additional months for verification purposes. At WizeFi’s sole discretion, we reserve the right to cancel Referral Fees in the event that: (i) we are unable to collect funds; (2) the order is fraudulent; (3) the customer cancels within the first ninety (90) days after a Qualifying Purchase; or (4) we learn that the Referral Fee was earned improperly for any other reason.
Referred customers that issue a chargeback or are found to be fraudulent (e.g. false information is supplied, a fake/stolen credit card is used for purchase, etc.), as determined in WizeFi’s sole discretion, will be reversed regardless of the amount of time that has passed since the signup occurred and deducted from Referrer’s accumulated or future Referral Fees.
11. Non-Standard Rates
Purchases by customers paying non-standard rates (rates not available through the Referral Program) are not Qualified Purchases, and as such are not eligible for Referrer Referral Fees. Non-standard rates include but are not limited to: sales, promotions, email offers, prepaid accounts and discounted pricing offered for educational, government, non-profit or charity organizations.
Referrer Restrictions and Responsibilities
12. Referrers or their associated or Second Tier Referrers MAY NOT use, promote, post, a Referrer Link on sites or services which primarily:
(a). Promote sexually explicit materials;
(b). Promote violence;
(c). Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; or
(d). Promote illegal activities.
13. Referrers or their associated or Second Tier Referrers MAY NOT offer cash back, rewards or other incentives to drive traffic/sales via their Referrer Links.
14. Referrers or their associated or Second Tier Referrers MAY NOT use traffic that is generated by pay to click, pay to read, banner exchanges, click exchanges, CPV advertising, pop-up/under, SPAM, purchased traffic or similar methods.
15. Referrers or their associated or Second Tier Referrers MAY NOT use cookie stuffing techniques that set the tracking cookie without the user actually clicking on the Referrer Link (for example a 1x1 pixel iframe).
16. Referrers or their associated or Second Tier Referrers MAY NOT bid on or use WizeFi’s trademark, trademark +, or misspelled keywords for the purpose of PPC on Internet search engines (Google, Yahoo, MSN, Ask etc.).
17. Referrers or their associated or Second Tier Referrers MAY NOT use WizeFi’s trademark, trademark +, or misspelled keywords in their domain names.
18. Referrers are responsible for ensuring their Referrer Link is working properly before sending traffic to WizeFi’s servers. Any modification to the Referrer Link is the sole responsibility of the Referrer. Referral fees may not be paid for tracking errors caused by editing, masking, redirecting or tampering with Referrer Links, as determined in WizeFi’s sole discretion.
19. Referrers or their associated or Second Tier Referrers MAY NOT use redirected pages and links to send a user to our site. For example, Referrer may not have a PPC link on a search engine that redirects the user to our site.
20. Referrers or their associated or Second Tier Referrers MAY NOT may not purchase a domain and set it to forward directly to our site using Referrer’s Referrer Link.
21. Referrers or their associated or Second Tier Referrers MAY NOT copy WizeFi’s website or any portions thereof, including, without limitation, any of WizeFi’s trademarks or other intellectual property, and display them on their own site or subdomain or use them in any way without WizeFi’s prior express written permission.
22. Referrers or their associated or Second Tier Referrers MAY NOT engage in the advertisement of business-opportunity sites or use marketing practices that attract fraudulent or short-term customers (customers with low retention and renewal rates) which shall be determined at our sole discretion.
23. Referrers or their associated or Second Tier Referrers MAY NOT rent, lease, lend, sell, sub-license, assign, distribute, publish, transfer or otherwise make the Software or Referrer’s Referrer URL or account available to any Third Party for any reason, whether or not over a network and whether or not on a hosted basis, including in connection with the Internet, web hosting, wide area network (WAN), virtual private network (VPN), virtualization, time-sharing, service bureau, software as a service, cloud or other technology or service. For this purpose, a "transfer" of the Software shall be deemed to occur upon the transfer to any Person not a Referrer of the transferring party of (i) all or substantially all of the assets of the License, (ii) over 50% of the voting control of License, or (iii) any other transaction, by way of merger or otherwise, that results in a transfer of all or substantially all of the assets or a change of voting control of Licensee.
FTC Disclosure Policy
24. It is our intent to treat our customers fairly. Accordingly, we require all WizeFi Referrers to comply fully with all applicable laws, regulations and guidelines concerning advertising and marketing, including without limitation, the Federal Trade Commission (FTC) Endorsement Guides (See the FTC Endorsement Guide for more information.), which require that material connections between advertisers and endorsers be disclosed. This means that all Referrer websites (e.g. directories, review/rating sites, blogs and other websites) and any email or collateral that provide an endorsement or assessment of WizeFi, must prominently disclose the fact that Referrer may receive compensation for referring customers to WizeFi.
25. Please note that the FTC Disclosure page is only intended to provide guidance. It does not purport to provide legal advice and it does not guarantee that Referrer will be in compliance with FTC regulations if you follow the suggestions presented. Referrer is advised to seek and obtain Referrer’s own legal advice on how these rules apply to Referrer’s website or other promotional activities for which Referrer receives compensation.
26. At our sole discretion, we reserve the right to withhold Referral Fees and/or terminate the Referrer relationship for Referrer’s failure to comply with WizeFi’s FTC disclosure policy or with any other applicable regulations or guidelines, as determined by WizeFi at our sole discretion.
27. Referrer accounts may be deactivated at any time without warning or notice at our sole discretion. Any Referrer who violates WizeFi’s Terms of Service, including without limitation, these Referral Program Terms, or any applicable law is subject to having their Referrer account deactivated immediately, and any and all accrued, but not yet received, Referral Fees will be forfeited.
28. In our sole discretion, any false or misleading advertising or suspected fraudulent activity associated with Referrer’s Referrer account will result in immediate deactivation.
29. Referrer accounts generating a large number of fraudulent accounts, as determined in our sole discretion, will be deactivated.
30. Referrers may not resell WizeFi Plans. All referred customers must provide their own payment method and contact information to be a Qualified Purchase. If WizeFi determines, in its sole discretion, that a Referrer is reselling our products or services, the Referrer account will be deactivated immediately and accumulated Referral Fees forfeited.
31. If Referrer would like to discontinue Referrer’s participation in the Referral Program at any time, Referrer may simply remove the WizeFi Referrer Link from Referrer’s website and discontinue promoting it. For accounting purposes, our systems will retain Referrer’s account and personal information.
DISPUTES, BINDING INDIVIDUAL ARBITRATION, AND WAIVER OF CLASS ACTIONS AND CLASS ARBITRATIONS
A. Disputes. The terms of this Section shall apply to all Disputes between Referrer and WizeFi. For the purposes of this Section, “Dispute” shall mean any dispute, claim, or action between Referrer and WizeFi arising under or relating to any WizeFi Services, WizeFi’s websites, this Referrer Agreement, or any other transaction involving Referrer and WizeFi, whether in contract, warranty, misrepresentation, fraud, tort, intentional tort, statute, regulation, ordinance, or any other legal or equitable basis, and shall be interpreted to be given the broadest meaning allowable under law. REFERRER AND WIZEFI AGREE THAT “DISPUTE” AS DEFINED IN THESE TERMS SHALL NOT INCLUDE ANY CLAIM OR CAUSE OF ACTION BY REFERRER OR WIZEFI FOR (i) TRADE SECRET MISAPPROPRIATION, (ii) PATENT INFRINGEMENT, (iii) COPYRIGHT INFRINGEMENT OR MISUSE, AND (iv) TRADEMARK INFRINGEMENT OR DILUTION. Moreover, notwithstanding anything else in this Referrer Agreement, Referrer agrees that a court, not the arbitrator, may decide if a claim falls within one of these four exceptions.
B. Binding Arbitration. Referrer and WizeFi further agree: (i) to arbitrate all Disputes between the parties pursuant to the provisions in this Referrer Agreement; (ii) this Referrer Agreement memorialize a transaction in interstate commerce; (iii) the Federal Arbitration Act (9 U.S.C. §1, et seq.) governs the interpretation and enforcement of this Section; and (iv) this Section shall survive termination of this Referrer Agreement. ARBITRATION MEANS THAT REFERRER WAIVES REFERRER’S RIGHT TO A JUDGE OR JURY IN A COURT PROCEEDING AND REFERRER’S GROUNDS FOR APPEAL ARE LIMITED. The arbitrator may award Referrer the same damages as a court sitting in proper jurisdiction could, and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. In addition, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court. The decision of the arbitrator shall be final and enforceable by any court with jurisdiction over the parties.
D. Dispute Notice. In the event of a Dispute, Referrer or WizeFi must first send to the other party a notice of the Dispute that shall include a written statement that sets forth the name, address and contact information of the party giving it, the facts giving rise to the Dispute, and the relief requested (the “Dispute Notice”). The Dispute Notice to WizeFi must be addressed to: WizeFi, LLC, 3301 Exposition Blvd., Santa Monica, CA 90404, U.S.A., Attn.: Chief Legal Officer (the “WizeFi Notice Address”). The Dispute Notice to Referrer will be sent by certified mail to the most recent address we have on file or otherwise in our records for Referrer. If WizeFi and Referrer do not reach an agreement to resolve the Dispute within sixty (60) days after the Dispute Notice is received, Referrer or WizeFi may commence an arbitration proceeding pursuant to this Section. Following submission and receipt of the Dispute Notice, each of us agrees to act in good faith to seek to resolve the Dispute before commencing arbitration.
E. WAIVER OF CLASS ACTIONS AND CLASS ARBITRATIONS. REFERRER AND WIZEFI AGREE THAT EACH PARTY MAY BRING DISPUTES AGAINST THE OTHER PARTY ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, INCLUDING WITHOUT LIMITATION FEDERAL OR STATE CLASS ACTIONS, OR CLASS ARBITRATIONS. ACCORDINGLY, UNDER THE ARBITRATION PROCEDURES OUTLINED IN THIS SECTION, AN ARBITRATOR SHALL NOT COMBINE OR CONSOLIDATE MORE THAN ONE PARTY’S CLAIMS WITHOUT THE WRITTEN CONSENT OF ALL AFFECTED PARTIES TO AN ARBITRATION PROCEEDING. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, REFERRER AND WIZEFI AGREE THAT NO DISPUTE SHALL PROCEED BY WAY OF CLASS ARBITRATION WITHOUT THE WRITTEN CONSENT OF ALL AFFECTED PARTIES.
F. Arbitration Procedure. If a party elects to commence arbitration, the arbitration shall be governed by the rules of JAMS that are in effect at the time the arbitration is initiated (the “JAMS Rules”), available at http://www.jamsadr.com or by calling 1-800-352-5267, and under the rules set forth in this Referrer Agreement, except that JAMS may not administer any multiple claimant or class arbitration, as the parties agree that the arbitration shall be limited to the resolution only of individual claims. If there is a conflict between the JAMS Rules and the rules set forth in this Referrer Agreement, the rules set forth in this Referrer Agreement shall govern. Referrer may, in arbitration, seek any and all remedies otherwise available to Referrer pursuant to federal, state, or local laws. All Disputes shall be resolved by a single neutral arbitrator, and both parties shall have a reasonable opportunity to participate in the selection of the arbitrator. The arbitrator is bound by the terms of this Referrer Agreement. The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of this Referrer Agreement, including, but not limited to, any claim that all or any part of this Referrer Agreement is void or voidable. Notwithstanding this broad delegation of authority to the arbitrator, a court may determine the limited question of whether a claim or cause of action is for (i) trade secret misappropriation, (ii) patent infringement, (iii) copyright infringement or misuse, or (iv) trademark infringement or dilution, which are excluded from the definition of “Disputes” as stated above. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. Referrer may choose to engage in arbitration hearings by telephone. Arbitration hearings not conducted by telephone shall take place in a location reasonably accessible from Referrer’s primary residence, or in Los Angeles County, California, at Referrer’s option.
G. Initiation of Arbitration Proceeding. If either Referrer or WizeFi decide to arbitrate a Dispute, we agree to the following procedure:
1. Write a Demand for Arbitration. The demand must include a description of the Dispute and the amount of damages sought to be recovered. Referrer can find a copy of a Demand for Arbitration at http://www.jamsadr.com (“Demand for Arbitration”).
2. Send three copies of the Demand for Arbitration, plus the appropriate filing fee, to:
707 Wilshire Blvd, 46th Floor
Los Angeles, CA 90017, U.S.A.
3. Send one copy of the Demand for Arbitration to the other party at the same address as the Dispute Notice, or as otherwise agreed to by the parties.
H. Hearing Format. In all hearing formats, the arbitrator shall issue a written decision that explains the essential findings and conclusions on which an award, if any, is based. During the arbitration, the amount of any settlement offer made by WizeFi or Referrer shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which Referrer or WizeFi is entitled. The discovery or exchange of non-privileged information relevant to the Dispute may be allowed during the arbitration.
I. Arbitration Fees. WizeFi shall pay, or (if applicable) reimburse Referrer for, all JAMS filing, administration, and arbitrator fees for any arbitration commenced (by Referrer or WizeFi) pursuant to provisions of this Referrer Agreement.
J. Opt-out. Referrer may elect to opt-out of the final, binding individual arbitration procedure and waiver of class and representative proceedings specified in this Referrer Agreement by sending a written letter to WizeFi within thirty (30) days of Referrer’s assent to this Referrer Agreement (including the purchase of any WizeFi Service or use of our websites) that specifies: (i) Referrer’s name; (ii) Referrer’s mailing address; and (iii) Referrer’s request to be excluded from the final, binding individual arbitration procedure and waiver of class and representative proceedings specified in this Section. In the event that Referrer opts-out consistent with the procedure set forth above, all other terms shall continue to apply, including the requirement to provide notice prior to arbitration.
K. Amendments to this Section. Notwithstanding any provision in this Referrer Agreement to the contrary, Referrer and WizeFi agree that if WizeFi makes any future amendments to the dispute resolution procedure and class action waiver provisions (other than a change to WizeFi’s address) in this Referrer Agreement, WizeFi will notify Referrer and Referrer will have thirty (30) days from the date of notice to affirmatively opt-out of any such amendments. If Referrer affirmatively opt-out of any future amendments, Referrer is agreeing that Referrer will arbitrate any Dispute between us in accordance with the language of this Section as stated in these current Terms, without any of the proposed amendments governing. If Referrer does not affirmatively opt-out of any future amendments, Referrer will be deemed to have consented to any such future amendments.
L. Severability. If any provision in this Section is found to be unenforceable, that provision shall be severed with the remainder of this Referrer Agreement remaining in full force and effect. The foregoing shall not apply to the prohibition against class or representative actions; if the prohibition against class or representative actions is found to be unenforceable, this entire Section shall be null and void. The terms of this Section shall otherwise survive any termination of this Referrer Agreement.
M. Exclusive Venue for Other Controversies. WizeFi and Referrer agree that any controversy excluded from the dispute resolution procedure and class action waiver provisions in this Section (other than an individual action filed in small claims court) shall be filed only in the Superior Court of San Luis Obispo County, California, or the United States District Court for the Central District of California, and each party hereby irrevocably and unconditionally consents and submits to the exclusive jurisdiction of such courts for any such controversy.
WizeFi may change any of the terms and conditions in this Referrer Agreement, in whole or in part, at any time in WizeFi’s sole discretion. Unless otherwise provided, such modifications will take effect when posted on WizeFi’s website and apply to all Referral Fees that have not yet accrued. If we make any significant changes to this Referrer Agreement, we will post a notice on this page for at least thirty (30) days after the changes are posted and will indicate at the bottom of this Referrer Agreement the date of the last revision. In addition, WizeFi will use reasonable efforts to provide Referrer with seven (7) days advance notice of any changes that materially impact Referrer’s participation in the Referral Program. Unless otherwise provided, Referrer’s continued participation in the Referral Program following our posting of any modification on our website will constitute Referrer’s acceptance of all changes in this Referrer Agreement. If Referrer does not agree to any such changes, Referrer’s sole and exclusive remedy is to deactivate Referrer’s account as described above.
If you have any questions regarding our Referral Program, please email us at Support@WizeFi.com.
*6th Level Bonus Tier Must have 20 direct Second Tier Referrers to unlock.