This Referral Fee Agreement (hereinafter the “Agreement”), with an effective date listed below, is by and between BookLocker.com, Inc./WritersWeekly.com (hereinafter referred to as “BookLocker”) and the freelance service provider named in this contract, (hereinafter referred to as “Freelancer”) – (each a “Party” and together the “Parties”).
WHEREAS, Freelancer is in the business of providing professional services to authors and other creative professionals (“Authors”);
WHEREAS, BookLocker has certain contacts with various authors and writers, and desires to refer Authors for Freelancer’s services;
WHEREAS, “Author” is any individual referred to Freelancer by BookLocker for any service offered by Freelancer, whether book-related or not.
NOW, THEREFORE, in consideration of the promises and covenants contained herein, the parties agree as follows:
TERM AND TERMINATION
The term of this Agreement shall commence on the Effective Date below, and shall continue in full force until terminated by either Party. BookLocker or Freelancer can terminate this agreement at any time, for any reason. However, if, at the time of termination, Freelancer has been contacted by Authors after a referral from BookLocker, all future fees paid to Freelancer by Authors will be subject to the terms of this Agreement. This includes future projects the Freelancer will perform for Authors who were originally referred to Freelancer by BookLocker.
EXCLUSIVITY
BookLocker may refer authors to a variety of freelance professionals. Nothing in this agreement requires BookLocker to only refer authors to the Freelancer named herein.
AUTHORS’ RIGHTS
Freelancer agrees to provide Authors with a work-for-hire agreement, allowing for the purchase of all rights to the finished work. (Sample is available from BookLocker.)
FEES AND PAYMENT
If an Author referred to Freelancer by BookLocker agrees to hire Freelancer for any services, Freelancer will pay BookLocker a 15% commission based on all fees paid to the Freelancer by the Author, at the time each payment is received by Freelancer. Some services will require a down-payment and ongoing fees while others will be paid by Author to Freelancer up-front. The 15% commission will apply to all current and future payments made by the Author to the Freelancer.
PAYMENT TERMS
Freelancer will pay BookLocker’s 15% commission on the same day the Author pays the Freelancer. For incremental payments, the fee must be paid each time the Freelancer receives a payment from Author. Payment can be made via Paypal or credit card.
Paypal: Our Paypal ID is angie@writersweekly.com
Credit Card: Please use this form: https://secure.booklocker.com/mc/pay.php
PAYMENT INFORMATION
When making payment, Freelancer will provide information to BookLocker, via email or via their online BookLocker vendor account, that includes:
1. A brief description of the services provided by the Freelancer to the Author
2. The name and email address of the Author
3. The amount paid by the Author to the Freelancer
4. The amount of the 15% commission being paid to BookLocker by Freelancer.
REFUNDS TO AUTHORS
If the Freelancer is required to refund payments to Authors for any reason, BookLocker is entitled to keep its 15% referral fee. Disagreements and any resulting refunds between Freelancer and Author are to be negotiated between the Freelancer and Author. If the Freelancer must refund 100% of the Author’s fee, or any portion thereof, the Freelancer will be responsible for refunding BookLocker’s 15% portion of that fee back to the Author as well. Under any and all circumstances, BookLocker is entitled to retain 100% of the 15% referral fee.
NON-PAYMENT BY FREELANCER TO BOOKLOCKER
If Freelancer fails to pay BookLocker’s referral fees under the schedule described in this Agreement, BookLocker will be entitled to reimbursement for the unpaid referral fees, plus an interest rate not to exceed 18% per annum.
If Freelancer fails to pay BookLocker’s referral fees under the schedule described in this Agreement, BookLocker will cease referring Authors to Freelancer, and will remove Freelancer’s name and contact information from the website. BookLocker will replace Freelancer’s information on the website with that of another Freelancer. However, any unpaid commissions will still be due to BookLocker by Freelancer for past, current, and future work done by Freelancer for the Author(s) that were referred by BookLocker.
RELATIONSHIP BETWEEN THE PARTIES
Each Party’s relationship with the other is that of independent contractor. Nothing contained herein creates a partnership, joint venture or similar business relationship between seller and referrer. Neither party will be considered an employee of the other for any purpose.
FORCE MAJEURE
BookLocker shall not be held responsible, nor be deemed to be in default under this Agreement, for any delay in performance or failure in performance of any of its obligations hereunder if such delay or failure is the result of causes beyond the control of BookLocker.
MODIFICATION, AMENDMENT AND WAIVER; BENEFIT
There are no understandings, agreements or representations, express or implied, with respect to the subject matter hereof not specified herein. This Agreement shall not be deemed or construed to be modified, amended, rescinded, canceled or waived in whole or in part, except by written agreement by both parties. This Agreement will inure to the benefit of BookLocker, Freelancer, and the successors and the permitted assignee of each.
ASSIGNMENT
BookLocker may assign this Agreement, and/or any rights and/or obligations hereunder upon written notice and without the consent of Freelancer to any (i) subsidiary or affiliate of BookLocker, or (ii) successor pursuant to a merger, consolidation, sale of all or substantially all of its assets. Freelancer shall not assign this Agreement, and/or any rights and/or obligations hereunder, without BookLocker’s prior written consent. Any attempted assignment in violation of this Section shall be void ab initio.
CONFIDENTIAL INFORMATION
During the course of this contract and beyond, the Freelancer may receive information relating to BookLocker.com, WritersWeekly.com, Abuzz Press, and related entities that is not known to the general public (“Confidential Information”). Confidential Information includes, without limitation, correspondence with the Freelancer via their Vendor Account on BookLocker’s system, via email, or other means of correspondence, information relating to sales, confidential marketing processes, and other information related to BookLocker.
The Freelancer agrees that:
1.) all Confidential Information will remain BookLocker’s exclusive property;
2.) the Freelancer will use Confidential Information only as is reasonably necessary for the relationship with BookLocker; and
3.) the Freelancer will not disclose Confidential Information to any individual, company, or other third party.
LIMITATION OF LIABILITY; DISCLAIMERS
FREELANCER AGREES THAT BOOKLOCKER, ITS SUBSIDIARIES, DIVISIONS, EMPLOYEES, CONTRACTORS, AND/OR OFFICERS WILL NEVER BE LIABLE TO THE FREELANCER, UNDER ANY CIRCUMSTANCES AND/OR FOR ANY REASON, FOR AN AMOUNT THAT EXCEEDS THE FEES PAID TO BOOKLOCKER BY THE FREELANCER. IN OTHER WORDS, LIABILITIES ARISING FROM BOOKLOCKER’S, ITS SUBSIDIARIES’, DIVISIONS’, EMPLOYEES’, CONTRACTORS’, AND/OR OFFICERS’ SERVICES, ERRORS, NEGLIGENCE, OMISSIONS, AND/OR ACTS OF ANY KIND SHALL NOT EXCEED THE TOTAL REFERRAL FEES PAID BY FREELANCER TO BOOKLOCKER.
UNDER NO CIRCUMSTANCES SHALL BOOKLOCKER, IT’S SUBSIDIARIES, DIVISIONS, EMPLOYEES, CONTRACTORS AND/OR OFFICERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF REVENUE, LOST PROFITS AND/OR LOST TIME, DAMAGE TO REPUTATION, BUSINESS INTERRUPTION, DOWNTIME COSTS, AND/OR INABILITY TO USE THE PRODUCTS OR SERVICES, EVEN IF A PARTY HAS BEEN ADVISED, OR WAS AWARE, OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF SUCH COSTS, EXPENSES OR DAMAGES.
IN LAYMAN’S TERMS, IF ANY DISPUTE ARISES, BOOKLOCKER WILL ONLY BE LIABLE TO REFUND THE FREELANCER FOR ANY REFERRAL FEES PAID BY THE FREELANCER TO BOOKLOCKER.
ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the Parties with respect to this subject matter and supersedes all previous proposals, both oral and written, negotiations, representations, commitments, writings and all other communications among the parties.
GOVERNING LAW
This Agreement will be governed by the laws of the United States of America and the state of Florida, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in St. Petersburg, Florida and you irrevocably consent to the jurisdiction of such courts. You may not assign this Agreement, by operation of law or otherwise, without BookLocker’s prior written consent. Subject to that restriction, this Agreement will be binding on, inure to, and be enforceable against the parties and their respective successors and assigns. BookLocker’s failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to enforce such provision or any other provision of this Agreement subsequently. Any notice or other communication under this Agreement will be given in writing and will be delivered by e-mail or via a message posted to the Freelancer’s online Vendor account at BookLocker.com.
The parties agree that, except as specifically provided herein, all disputes arising under this Agreement shall be settled by binding arbitration in St. Petersburg, Florida and submitted to the American Arbitration Association for final disposition.
AUTHORITY
Both BookLocker and Freelancer have full power and authority to enter into and perform this Agreement, and the person submitting this Agreement on behalf of each has been properly authorized and empowered to enter into this Agreement. EACH PARTY FURTHER ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ALL TERMS AND CONDITIONS LISTED HEREIN
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the Effective Date below.