The terms of the Lighthouse 360 Customer Referral Program set forth below (the “Terms”) are effective as of April 1, 2017(the “Effective Date”). By referring Referred Customers (defined below) to Yodle, Inc. (“Lighthouse”), you (“Referral Partner”) are agreeing to be bound by these Terms and represent that you are duly authorized to do so. If Referral Partner is an existing referral partner of Lighthouse under a referral program in effect prior to the Effective Date (the “Prior Referral Program”), then these Terms supersede the terms of such Prior Referral Program in respect of all customer referrals that become Referred Customers after the Effective Date. Referrals made by Referral Partner under the Prior Referral Program that became Lighthouse customers prior to the Effective Date shall remain subject to the terms of the Prior Referral Program.
If Referral Partner is an existing referral partner of Lighthouse under a referral program in effect prior to the Effective Date (the “Prior Referral Program”), then these Terms supersede the terms of such Prior Referral Program in respect of all customer referrals that become Referred Customers after the Effective Date. Referrals made by Referral Partner under the Prior Referral Program that became Lighthouse customers prior to the Effective Date shall remain subject to the terms of the Prior Referral Program.
1. The Program. The purpose of this Lighthouse 360 Customer Referral Program is to reward customers of the Lighthouse360 automated patient communication software (the “Service”) who refer other dental practices to purchase the Service. A “Referred Customer” means any dental practice that (a) purchases the Service on or after the Effective Date and (b) identifies itself as having been referred to Lighthouse by Referral Partner prior to the time that Lighthouse completes the installation of the Referred Customer’s Service. Notwithstanding the foregoing, the following cannot be a Referred Customer: (w) any former Lighthouse customer, (x) any dental practice that has previously been in contact with a Lighthouse sales representative, (y) any dental practice that was referred by another entity prior to being referred by Referral Partner or (z) any dental practice for which a royalty or referral fee is due to any other entity.
2. Royalty Program. During the Term, Referral Partner will earn a royalty per Referred Customer of $500 (the “Referral Fee”) on the date that is the later to occur of (i) the Referred Customer’s completed installation or (ii) if the Referred Customer participates in a discounted “bailout program”, then the first date after the Referred Customer exits the bailout program that it pays its full monthly subscription fee for the Service (the “Full Monthly Fee”). Lighthouse shall pay Referral Fees monthly, within 45 days after the end of each calendar month of the Term.
3. Discount Program. During the Term (defined below), Lighthouse agrees to offer Referred Customers a one-time $200 discount off of the first Full Monthly Fee; provided that such discount cannot be combined with any other discount. The installation fee and monthly fees for optional patient communications are not subject to any discount.
4. Representations and Warranties. Referral Partner represents and warrants that it will not (a) make any misrepresentations, including by omission, regarding Lighthouse or the Service and (b) publicize the availability of this program to any dental practice with which it does not have a pre-existing relationship with the principals.
5. Term and Termination. These Terms shall continue in effect until terminated as set forth in the following sentence (the “Term”). These Terms (a) may be terminated by either party for its convenience upon 5 days’ prior written notice to the other party or (b) will automatically terminate if Referral Partner (i) ceases to be a customer of the Service or (ii) breaches Section 4 of these Terms. If these Terms terminate pursuant to subsection (b) of the previous sentence, Referral Partner shall not be entitled to any further Referral Fees hereunder.
6. Limitation of Liability. IN NO EVENT SHALL LIGHTHOUSE BE LIABLE FOR INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING LOST PROFITS, REGARDLESS OF WHETHER LIGHTHOUSE SHALL BE ADVISED, SHALL HAVE OTHER REASON TO KNOW, OR IN FACT SHALL KNOW OF THE POSSIBILITY OF SUCH DAMAGES. LIGHTHOUSE’S LIABILITY TO REFERRAL PARTNER FOR DAMAGES FOR ANY CAUSE WHATSOEVER, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION, SHALL BE LIMITED TO THE AMOUNT WHICH LIGHTHOUSE HAS PAID TO REFERRAL PARTNER IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE CLAIM OCCURRED. THIS LIMITATION OF LIABILITY CONSTITUTES AN ESSENTIAL PART OF THESE TERMS.
7. Miscellaneous. These Terms (a) except as expressly provided for herein, supersede all prior and contemporaneous discussions and agreements between the parties with respect to the subject matter hereof, and contain the sole and entire agreement between the parties hereto with respect to the subject matter hereof and (b) may not be modified except in a writing signed by an authorized representative of each party, except that Lighthouse may update these Terms by email notice to Referral Partner. Before a party initiates legal action against the other arising from these Terms (except to seek injunctive or equitable relief or to otherwise protect its intellectual property rights), the matter in controversy will first be referred to an officer of each party who will make good faith and reasonable efforts to resolve the matter within 10 business days of the date of referral. These Terms shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of law principles thereof. No claim or dispute may be commenced, presented or continued in any court other than the courts of the State of New York located in New York County, which courts shall have exclusive jurisdiction over the adjudication of such matters, and the parties consent to the jurisdiction of such courts and personal service. Lighthouse shall have the right to assign these Terms, or any rights and obligations hereunder, in the event of a change of control of Lighthouse. There are no third party beneficiaries to these Terms. The waiver by either party of the breach of any provision of these Terms must be in writing to be effective, and any such waiver shall not operate or be construed as a waiver of any other provision or other subsequent breach. All notices, requests, and other communications hereunder must be in writing and will be deemed to have been duly given only if delivered by email, if to Lighthouse at [email protected] and if to Referral Partner at the email address on file in Referral Partner’s customer profile. Any party may change its information for notices to that party by giving notice specifying such change to the other party hereto. If for any reason a court of competent jurisdiction finds any provision of these Terms to be invalid or unenforceable, that provision of these Terms shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of these Terms shall continue in full force and effect. Nothing in these Terms shall limit or prevent Lighthouse from entering into similar agreements with any other entity. The headings used in these Terms have been inserted for convenience of reference only and do not define or limit the provisions hereof.