CLICKONHR HUMANS HELPING HUMANS REFERRAL
PROGRAM TERMS AND CONDITIONS
All sales referrals made through the ClickOnHR Humans Helping Humans Referral Program are subject to these terms
and conditions (“Terms and Conditions”). Individuals submitting a sales referral through the CHHHRP (a “Referrer”)
accept and agree to be bound by the Terms and Conditions.
1. RECITALS:
a. Referrer wishes to refer a potential Customer to ClickOnHR.
b. ClickOnHR makes internal decisions to accept referrals of potential Customers from Referrers and is not obligated
to accept referrals.
c. If a sale and/or services agreement is closed by ClickOnHR with a potential Customer introduced by Referrer for
which ClickOnHR earns and collects revenue, ClickOnHR will pay to Referrer a referral fee, as more fully discussed
below.
2. AGREEMENT:
a. Compensation Requirements. ClickOnHR agrees to pay Referrer a referral fee, as outlined below, subject to ALL of
the following conditions: (i) Referrer provides ClickOnHR with all of the information deemed required, as indicated on
and through ClickOnHR referral submission page, related to the potential Customer and Referrer; (ii) ClickOnHR,
acting in its sole discretion, accepts the referral (referrals will be accepted on a first come, first served basis); (iii)
such potential Customer has not previously been engaged with ClickOnHR or is not a current or prior Customer of
ClickOnHR; (iv) Referrer’s referral is the procuring cause of an agreement to sell/create a HR and Compliance
solution or utilize services is executed between ClickOnHR and potential Customer; and (vi) ClickOnHR receives
revenue as a result of the agreement.
b. Compensation Amount. Payment shall be paid to the Referrer 15 business days after referred client pays their first
invoice. Referrer will be paid depending on what service said referral agrees to pay ClickOnHR for first. If referral
begins a recruiting contract, referrer will receive $300. If Referral begins an advisory contract or a special project
based on a Statement of Work with ClickOnHR, Referrer will receive $150. Whichever service ClickOnHR is paid for
first by the referral is the only amount the Referrer will receive.
c. All accepted referrals to potential Customers will be protected for 6 months after submission of the referral. After
this 6- month period, if the potential Customer has not become a signed Customer, then the potential Customer will
be deemed unaffiliated and open to being pursued by ClickOnHR at a later date. If such referral, after being deemed
unaffiliated, becomes a ClickOnHR Customer, no referral fee will be payable to Referrer.
3. GENERAL PROVISIONS:
a. ClickOnHR and Referrer specifically acknowledge that the covenant of good faith and fair dealing shall apply to
the transactions contemplated by these Terms and Conditions and they will conduct business in a manner that
reflects favorably on the other party and make no false or misleading representations with respect to the other
party.
b. Referrer and ClickOnHR agree and hereby acknowledge that Referrer and ClickOnHR are independent individuals or
legal entities and these Terms and Conditions or the transactions contemplated by these Terms and Conditions do
not, in any way, create a partnership or ownership interest between them. Each party will operate independently.
Neither party shall have the authority to bind the other party and neither party shall hold itself out as the agent or
representative of the other party.
c. Referrer acknowledges that ClickOnHR will report to the IRS (and, if applicable state and local taxing authorities) all
referral fees paid to Referrer. Referrer acknowledges that the referral fees are paid to it as an independent
contractor and will provide ClickOnHR an IRS form W-9 and any other required forms prior to the payment of any
referral fees. As such, ClickOnHR will not withhold any taxes. Referrer will include such fees in its taxable income
and shall pay all taxes thereon.
d. Referrer warrants to ClickOnHR that payment of the referral fees by ClickOnHR to Referrer with respect to each
potential Customer will not violate any contract or law, policy, rule, statute, ordinance, order or ruling applicable to
Referrer and/or such potential Customer.
e. Referrer agrees to provide workers' compensation insurance or make workers compensation fund payments, if
necessary, for its performance of the transactions contemplated by these Terms and Conditions and further
acknowledges that ClickOnHR is not responsible for and shall not provide workers’ compensation insurance for the
Referrer.
f. It is Referrer’s responsibility to ensure proper transmission to and receipt by ClickOnHR of the referral
information related to potential Customers.
g. Except as set forth in these Terms and Conditions or otherwise expressly agreed to in writing by the parties,
nothing in these Terms and Conditions will be deemed to grant or assign to Referrer any ownership rights, license
rights, or interests of any kind in ClickOnHR’s solutions, products, services or technology or in ClickOnHR’s
intellectual property, proprietary rights, logos or trademarks.
h. From time to time, ClickOnHR may provide Referrer standard marketing, sales and/or technical information,
whether in print or in electronic form, that it customarily uses to promote its products and services (collectively,
“Marketing Materials”). The Marketing Materials may solely be used for the purposes contemplated in these Terms
and Conditions. Referrer may not copy, modify, alter, adapt or create derivative works based on the Marketing
Materials without the written approval of ClickOnHR.
i. Each party shall pay its own expenses in connection with the activities associated with these Terms and Conditions
and any and all transactions contemplated by these Terms and Conditions.
j. Referrer agrees that they may receive certain confidential information regarding client lists, operating procedures,
pricing, trade secrets or other such proprietary information related to ClickOnHR’s business. Therefore, Referrer
covenants to reasonably safeguard and restrict any distribution of such confidential information to any third party.
Regarding this confidential information, Referrer will not disclose to third parties or make use of, disseminate, or in
any way circulate any confidential information which is supplied to or obtained by it in writing, orally or by
observation, except as contemplated by these Terms and Conditions and except for any other purpose ClickOnHR
may hereafter authorize in writing. Referrer shall treat all confidential information received from ClickOnHR with the
same degree of care as it accords to its own confidential information, but in no event less than reasonable care.
k. These Terms and Conditions shall be binding upon Referrer and ClickOnHR and their respective estates, heirs,
successors and permitted assigns. These Terms and Conditions may be changed at any time by ClickOnHR upon
publication to its website ClickOnHR.com and sub-pages. The Terms and Conditions detail the entire agreement
between the parties.
l. Should any legal proceeding be necessary to construe or enforce the provisions or these Terms and Conditions, then
the prevailing party in such legal action shall be entitled to recover all court costs, reasonable attorney fees and
costs of enforcing or collecting any judgment awarded.
m. Any and all such proceedings shall be brought in a judicial district that includes Harris County, Houston, TX , and
the parties hereby consent to the jurisdiction of such court. The judgment by any court of law that a particular
section of these Terms and Conditions is illegal shall not affect the validity of the remaining provisions. It is the
intention of the parties that the laws of the State of Texas shall govern the validity of these Terms and Conditions.