Terms & Conditions
ZINGFIT REFERRAL PROGRAM TERMS AND CONDITIONS
1. The Program and these Terms
1.1 We are Zingfit LLC (ZINGFIT or we). Through our referral program (the Program) we offer our existing clients and affiliate partners (Referrers or you) the chance to earn referral fees (Referral Fees) in exchange for referring potential new clients (Potential Clients) to us, where those new clients go on to become subscribers to our services (Services).
1.2 This page sets out the terms and conditions (Terms) which apply to your participation in the Program. Please read these Terms carefully. By clicking to accept these Terms, and by subsequently participating in the Program, you indicate that you accept these Terms and that you agree to abide by them. We may amend these Terms at any time. Where we do so, we will make the updated version available to you on the homepage of your Portal (as defined in section 3.1 below). You are responsible for regularly reviewing these Terms. Continued participation in the Program after any such changes shall constitute your consent to such changes. No other terms or conditions shall apply to your participation in the Program.
2.1 In order to participate in the Program, you must create and maintain an account with us through our Program homepage.
2.2 Employees of ZINGFIT or their subsidiaries, affiliates or promotional agencies, including immediate family and household members, are not eligible to participate in the Program.
3. Referral Process
3.1 Upon signing up for the Program, you will be given access to a custom website portal (Portal) which will include links for you to make available to Potential Clients via social media, email or by sharing a hyperlink (each a Referral Link). These Referral Links will enable Potential Clients to apply to subscribe for the Services.
3.2 Where a Potential Client goes on to apply to subscribe for the Services having clicked through a Referral Link, ZINGFIT may (acting in its sole discretion) accept the Potential Client as a subscriber to the Services. If a Potential Client is accepted by ZINGFIT as a subscriber to the Services and subsequently becomes a paying subscriber of ZINGFIT in respect of the provision of those Services, they will become a Referred Client.
3.3 You will be able to review the status of any Potential Clients to whom you have provided a Referral Link and any applicable or pending Referral Fees via the Portal.
3.4 For the avoidance of doubt:
3.4.1 it shall be ZINGFIT's responsibility, not the Referrer's, to arrange any meetings with Potential Clients, to carry out any demonstrations of the Services and to negotiate with Potential Clients in respect of the Services. You must not make or enter into any contracts or commitments or incur any liability for or on behalf of ZINGFIT, or negotiate any terms with Potential Clients; and
3.4.2 ZINGFIT shall retain complete and sole discretion as to whether to accept a Potential Client and shall not be under any obligation to accept any Potential Client who has accessed a Referral Link.
3.5 Where you provide a Potential Client with a Referral Link, and that Potential Client then introduces a third party (or another team or group company within its organisation) to ZINGFIT, who goes on to become a client of ZINGFIT, that third party shall not constitute a Referred Client for whom Referral Fees are payable.
4. Referral Fees
4.1 Subject to clause 4.5, we will pay you Referral Fees for each Referred Client that becomes a paying ZINGFIT customer for at least 90 days as set out below. The Referral Fees payable in respect of Referred Clients will be as set out in the dashboard of the Portal.
4.2 Once a Referred Client has been accepted as a subscriber for the Services, agreed our terms of service and been a paying ZINGFIT customer for at least 90 days, we will take steps to verify the Referral Fees payable. Verification of Referral Fees is at our discretion and our decision as to whether or not Referral Fees are payable (and at what level) is final and binding. Referral Fees will generally be paid within 60 days of verification.
4.3 How we will pay you the Referral Fees will depend on whether you have a current ZINGFIT account:
4.3.1 If you have a current ZINGFIT account, we will credit your account with the applicable amount for the Referral Fees.
4.3.2 If you do not have a current ZINGFIT account, we will pay your Referral Fees via PayPal. You will have to provide us with your PayPal details in order for us to do so.
4.4 If the Referral Fees payable to you exceed USD $599 in aggregate in any one calendar year, you will have to fill out a W9 Form. Where this is the case, we will contact you ahead of making payment in order for you to take the necessary steps. In this case, we will generally pay your Referral Fees within 60 days of receiving your signed W9 Form.
4.5 Referral Fees will only be payable where:
4.5.1 the Referred Client did not have an existing relationship (including having been in or being in discussions for Services) with ZINGFIT or any member of its corporate group; and
4.5.2 ZINGFIT has not received a referral from a third party in respect of the same Referred Client in the 12 months prior to the Referred Client accessing the Services via a Referral Link.
5. Your obligations
5.1 When participating in the Program, you will:
5.1.1 act in accordance with all applicable laws (and you will not participate in the Program where doing so would violate any applicable laws);
5.1.2 act in ZINGFIT's best interests;
5.1.3 not either by action, inaction, conduct or omission do anything which would be detrimental to ZINGFIT's name, image, reputation or brand; and
5.1.4 respond to all reasonable requests and/or queries by ZINGFIT in a timely manner.
5.2 You acknowledge and agree that you are solely responsible for and shall bear all costs associated with your participation in the Program.
5.3 When participating in the Program, you must not:
5.3.1 spam or otherwise create bulk distributions of Referral Links;
5.3.2 collect or attempt to collect personal data about Potential Clients;
5.3.3 engage in practices intended to artificially inflate your Referral Fees;
5.3.4 transmit any virus, worm, trojan horse, cancelbot or other destructive or contaminating program;
5.3.5 carry out invisible processing (including placing web bugs and other monitoring devices);
5.3.6 send any message or other communication which is in breach of any laws, codes or regulations, which breaches any third party rights (including intellectual property rights), or which is designed to harass others;
5.3.7 tamper with routing and domain name services in order to "spoof" other computer networks and users; or
5.3.8 attempt to, or gain access to information which contains enquiry or transaction volumes relating to the Services.
5.4 You acknowledge and agree that it is ZINGFIT's established policy fully to comply with all applicable laws and regulations of the jurisdictions in which it does business. You warrant and represent that you have not and will not take any action that would constitute a violation, or implicate ZINGFIT or any of its group companies or personnel in a violation of any applicable law, including the United Kingdom Bribery Act, the United States Foreign Corrupt Practices Act of 1977, as amended, or any other applicable anti-corruption legislation. You further warrant and represent that you have not and will not take any action that would constitute a violation, or implicate ZINGFIT or any of its group companies or personnel in a violation of economic sanctions laws administered by the United Kingdom, the United States (including the Department of Treasury, Office of Foreign Assets Control), or the European Union.
6. Intellectual Property and Data Ownership
6.1 Your participation in the Program does not require any transfer of or licence to any rights, including intellectual property rights, in the Services unless we agree otherwise with you in writing. All such rights will remain vested in ZINGFIT and you must not use any information or intellectual property accessed through your participation in the Program for your benefit unless the rights of use are expressly granted to you by ZINGFIT.
6.2 We will own all user data relating to Potential Clients and Referred Clients, and their use of (and their end users' use of) the Services.
7. Data protection and privacy
8.1 We reserve the right to terminate the Program on notice at any time for any reason. If we do so, we will pay any Referral Fees earned prior to the termination of the Program.
8.2 Additionally, you may cease to participate in the Program at any time by notifying us in writing that you wish to cease participation.
8.3 We may also terminate your participation in the Program immediately and without notice if you have breached any of your obligations set out in these Terms.
8.4 Upon termination of your participation in the Program for any reason, all grants of rights and licences (if any) shall immediately and automatically terminate, and we will not make any further payments to you (other than as set out in paragraph 8.1). Termination of your participation in the Program will not affect any existing rights or remedies.
THE PROGRAM, CONTENT, INFORMATION, LINKS AND FUNCTIONALITY OF THIS WEBSITE ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF NON INFRINGEMENT OF THIRD PARTY RIGHTS, TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND FREEDOM FROM COMPUTER VIRUS OR OTHER HARMFUL COMPONENTS. WITHOUT IN ANY WAY LIMITING THE PRIOR SENTENCE, ZINGFIT DOES NOT MAKE ANY REPRESENTATION OR WARRANTY THAT (I) THE CONTENT AND INFORMATION OF THIS WEBSITE IS ACCURATE, SECURE, COMPLETE OR OTHERWISE FREE FROM ERRORS AND OMISSIONS, OR (II) THE LINKS AND OTHER ASPECTS OF THE WEBSITE ARE FUNCTIONAL.
10. Liability and Indemnity
10.1 Nothing in these Terms will exclude or limit any liability in respect of: (a) death or personal injury caused by negligence; (b) fraud (including fraudulent misrepresentation); or (c) any liability which may not otherwise be lawfully excluded or limited.
10.2 UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL ZINGFIT BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, OR (B) FOR ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE REFERRAL FEES ACTUALLY PAID TO YOU IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM OR, IF NO FEES APPLY, FIVE HUNDRED ($500) U.S. DOLLARS, OR (C) ANY MATTER BEYOND ZINGFIT’S REASONABLE CONTROL. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THESE REFERRAL PROGRAM TERMS AND CONDITIONS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS REFERRAL PROGRAM. Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE JURISDICTIONS, ZINGFIT’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
10.3 ZINGFIT WILL NOT BE LIABLE TO YOU FOR ANY FAILURE TO RECEIVE REFERRAL FEES WHERE SUCH FAILURE IS CAUSED BY AN EVENT OUTSIDE ZINGFIT'S REASONABLE CONTROL, SUCH AS (BUT NOT LIMITED TO) ACTS OF GOD, UNUSUALLY SEVERE WEATHER, EQUIPMENT FAILURE, WAR, TERRORIST ACTS, EPIDEMIC OR PANDEMIC, EMBARGO, LABOR DISPUTE, STRIKE OR CIVIL DISTURBANCE.
10.4 You shall release and hold harmless ZINGFIT, its group companies and personnel and any other third parties involved in the administration of the Program from any and all losses arising out of your participation in the Program.
10.5 You agree to defend, hold harmless and indemnify ZINGFIT, and its subsidiaries, affiliates, officers, agents, employees, and suppliers, from and against any third party claim arising from or in any way related to your participation in the Program or your violation of these Terms, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature. In such a case, we will provide you with written notice of such claim, suit, or action.
11.1 Any rights or benefits you have as a result of participating in the Program (including the right to receive Referral Fees) are personal to you and you may not pass them on to any third party without ZINGFIT's prior written consent.
11.2 By participating in the Program you will not be deemed to have entered into a partnership or joint venture or contract of employment with ZINGFIT or any of its group companies.
11.3 If any part of these Terms is found by any authority or court to be invalid or unenforceable, that part will cease to have effect, but such invalidity or unenforceability shall not affect the rest of these Terms, all of which shall remain in full force and effect.
11.4 The rights and remedies set out in these Terms are cumulative and not exclusive of any rights and remedies provided by law or otherwise.
11.5 No failure or delay to exercise any right set out in these Terms shall operate as a waiver of that right.
12. Governing Law and Jurisdiction
12.1 This Agreement (and any non-contractual obligations relating to it) will be governed by and construed in accordance with the laws of the State of New York. All actions, claims or disputes arising under or relating to this Agreement shall be brought in the federal or state courts in the State of New York. The Parties irrevocably submit and consent to the exercise of subject matter jurisdiction and personal jurisdiction over each Party by the federal and/or state courts in New York, New York. Client waives any objection to any proceedings in such courts on the grounds of venue or on the grounds that proceedings have been brought in an inappropriate forum.