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Privacy Policy

Effective Date: September 15th, 2011
Referral Metrics (Product of Excelleweb) Privacy Policy

We have created this Privacy Policy to demonstrate our firm commitment to your privacy and the protection of your information. This Privacy Policy applies to information that we collect and maintain about you when you visit www.referralmetrics.com and www.myreferralmetrics.com  ("Sites") when you use our services.
Data Definitions

Generally, we collect and maintain three categories of data: a) account information generated when an individual or entity activates our services - which generally includes contact information and payment information (we call this "Customer Information"); b) data provided by our customers about individuals or entities regarding the transmission of referrals given and received (we call this "Referral Data"); and c) data about visitors to our Site who may or may not also be our customers.
What We Do With the Data Collected on Our Site
If you have provided your contact information (which may include personal data) to us, we may use such information to contact you for marketing purposes by various means, including regular mail, email or telephone. When you activate a Referral Metrics account (including a trial account), you expressly consent to receive marketing communications about Referral Metrics services via direct mail, email (at the email address you provided when you activated your account), telephone (at the number you provided when you activated your account), pre-recorded messages (at the number you provided when you activated your account), text messages (if you provided a wireless telephone number), instant messages or other communications methods. We may also use personal and non-personal (e.g., business-related) data for other purposes, including, but not limited to: 1) providing the services you request; and 2) providing technical support.

We do not sell or rent Customer Information or Customer Recipient Data without your prior consent or unless we are required to disclose such information by order or other requirement of a court, administrative agency, or other governmental body or applicable law.
Why Do You Receive Email From Us?

If you received one or more e-mails from us, it means that a) your email address is on our list of customers, trial users or prospective customers; or b) you have provided us your email address so that we could contact you. If you believe you received an email from us in error, please contact us immediately at info@referralmetrics.com.
How Do We Secure the Personal Data We Collect?
We use technical, administrative, and physical security measures to protect against the loss, misuse and alteration of data used by our system. Also, we provide each customer with a unique user name and password that must be entered each time a customer logs in to its account. No data transmissions over the Internet, however, are guaranteed to be completely secure. While we strive to protect your data from unauthorized use or disclosure, Referral Metrics does not warrant or guarantee the security of the data that you provide to us.
Questions About Your Account
If you have any questions about your account or how we use the data we collect and maintain in the course of providing our services, please contact us at info@referralmetrics.com.
Privacy Policy Changes
Any changes to this Privacy Policy will be posted here, so please check this page regularly and make sure to check the effective date of the policy as set forth above. If you have any questions or concerns about the changes, please contact us at info@referralmetrics.com.
End User Services Agreement

PLEASE REVIEW THIS END USER SERVICES AGREEMENT (THIS "AGREEMENT") CAREFULLY, AS IT CONSTITUTES A LEGAL AGREEMENT BETWEEN YOU ("YOU" OR "CUSTOMER") AND REFERRAL METRICS CORPORATION ("REFERRAL METRICS" OR "WE") WITH RESPECT TO YOUR USE OF REFERRAL METRICS'S ON DEMAND SOFTWARE AND SERVICES AND APPLICATIONS (THE "SERVICES"). BY USING THE SERVICES, YOU AGREE TO BE BOUND BY EACH OF THE TERMS AND CONDITIONS SET FORTH HEREIN. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU WILL NOT BE ALLOWED TO USE THE SERVICES.

    Services. The Services assist customers to distribute electronically customer-created content to customers' lists of subscribers, each of whom must have consented previously to the receipt of such content ("Recipients"). While Customer retains Referral Metrics to assist with the transmittal of content to its Recipients, Customer acknowledges that Referral Metrics does not actually send Customer content to Recipients on Customer's behalf. The Services comprise primarily of a web-based technology platform through which such content is delivered once Customer sends such content. Among other things, Referral Metrics provides customer support and formatting assistance for the electronic content Customer desires to distribute. In all cases, Referral Metrics simply acts as agent for Customer with its authorization. Customer agrees that the Services are used only for Customer's business purposes. If Customer does not intend to use the Services for business purposes, Customer must contact us at customercare@Referral Metrics.com.
Site and Policies. During the Term (as defined below) and subject to the terms and conditions set forth herein and in any guidelines, rules or operating policies that Referral Metrics may establish and post from time to time on www.Referral Metrics.com (the "Site"), including, without limitation, Referral Metrics's anti-spam policy, privacy policy and prohibited content and commerce statement, each of which is incorporated herein by reference (collectively, the "Policies"), Referral Metrics agrees to use commercially reasonable efforts to provide Customer with the Services. From time to time, Referral Metrics may modify the terms and conditions set forth in this Agreement and/or in the Policies. All such changes shall become effective once posted on the Site, and Customer's use of the Services thereafter shall be subject thereto. In the event of any conflict between any term or condition set forth in this Agreement and in a Policy, the former shall govern. Customer agrees that its purchase of the Services is neither contingent upon the delivery of any future functionality or features, nor is it dependent upon any oral or written comments made by Referral Metrics with respect to future functionality or features.
Professional Services. In addition to the Services, Customer may purchase certain premium services by making its selection therefor in accordance with the instructions posted at www.Referral Metricsplus.com (the "Professional Services"), which Professional Services may be customized pursuant to a mutually agreed upon written statement of work provided to Customer upon the earlier of its request or its selection of desired Professional Services (each, a "Statement of Work"). The Professional Services are provided by Referral Metrics separate and distinct from the Services and are not required for Customer's use or enjoyment of the Services. In the event of any conflict between any term or condition set forth in this Agreement and in a Statement of Work, the terms and conditions of this Agreement shall govern, unless the parties expressly agree otherwise in such Statement of Work. Any Statement of Work may be modified or amended only with the written consent of each of Referral Metrics and Customer.
Free Trial Period. In the event Customer elects to use the Services on a trial basis, Customer will not be billed for such use for a period equal to thirty (15) days or, if a different number of days are posted on the landing page through which Customer subscribes to use the Services, that different number of days, beginning on the date on which Customer first subscribes to use the Services and indicates its agreement with the terms and conditions set forth in this Agreement (the "Trial Period"). During the Trial Period, the end user has access to all tools and functionality within the web site. Once Customer completes its free trial period the Trial Period will terminate. Upon such termination, Customer may purchase a monthly or annual subscription for the Services. Customer's access to the Services will be disabled until payment therefor is received. Referral Metrics reserves the sole and exclusive right to modify the duration of the Trial Period.
Purchase.  The Sales Order records Customer's subscriber term, subscription fee, payment method and other account information.
Fees and Payment. In consideration for the Services to be provided by Referral Metrics, Customer agrees to pay the monthly or annual subscription fees set forth in the Sales Order (the "Subscription Fees"). Paid Subscription Fees are non-refundable.  When Customer is paying for the Services by credit card and such credit card is declined, Referral Metrics will send Customer notice thereof to Customer's email address on record. If Customer misses a payment, Referral Metrics may notify Customer by phone or mail, but has no obligation to do so. The Customer will no longer be able to login to Referral Metrics until payment is made.
Customer's Recipient Data. In offering the Services, we may collect personal information about Recipients. Referral Metrics will not own any data, information or material that Customer submits to Referral Metrics in connection with the Services ("Customer Recipient Data"). Customer is solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Recipient Data, and Customer is responsible for maintaining, securing and storing all Customer Recipient Data in accordance with applicable law. Upon any termination or expiration of this Agreement and Customer's payment of all unpaid and outstanding Fees, and Customer's written request received by Referral Metrics within thirty (30) days of such expiration or termination, Referral Metrics will provide Customer with an electronic file of the Customer Recipient Data. Customer acknowledges and agrees that after the thirtieth (30th) day following any such termination or expiration, Referral Metrics has no obligation to retain the Customer Recipient Data and may delete and destroy such Customer Recipient Data without providing Customer with notice of such deletion. If Customer uses the Services during a Trial Period and fails to convert its account to Referral Metrics paid customer account upon the expiration or other termination thereof, Referral Metrics has no obligation to retain the Customer Recipient Data after the date of such expiration or termination.  Referral Metrics will not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Recipient Data.
Customer Information. Referral Metrics collects certain personal and business-related information about its Customers, which generally includes, but is not limited to, contact information and payment information (the "Customer Information"). Referral Metrics collects such information in order to provide the Services or the Professional Services, as the case may be, and related technical support. If you have provided your Customer Information, Referral Metrics may contact you for marketing purposes by various means, including, but not limited to, regular mail, email or telephone. When you activate an Referral Metrics account (including during the Trial Period), you expressly consent to receive marketing communications via direct mail, email (at the email address you provided when you activated your account), telephone (at the number you provided when you activated your account), pre-recorded messages (at the number you provided when you activated your account), text messages (if you provided a wireless telephone number), instant messages or other communications methods.
Data Disclosures. Except as otherwise set forth herein, Referral Metrics does not disclose, sell or rent Customer Recipient Data or Customer Information (collectively, the "Data"), without Customer's prior consent or unless required by order or other requirement of a court, administrative agency, or other governmental body or applicable law. Customer expressly permits Referral Metrics to disclose the Data to: (i) Referral Metrics personnel who access and manage the Data in connection with the Services; (ii) service providers for purposes of providing functions or services related to the Services and Referral Metrics's customers' accounts; and (iii) Referral Metrics marketing partners through which Customer purchased the Services, if any. Except as otherwise set forth herein, Referral Metrics will not provide any Data to any third party without Customer's authorization and will use commercially reasonable efforts to prohibit any third party that receives any such Data from selling or redistributing such Data without Customer's authorization.
Passwords. In connection with Referral Metrics's provision of the Services, Referral Metrics will send to Customer's email address (as designated by Customer at the time an account is established), information such as user-IDs and/or passwords which will enable Customer to access the Services (the "Passwords"). Customer agrees to maintain the Passwords in strict confidence and not to provide the Passwords to any third party. Customer will notify Referral Metrics promptly if there is a loss or compromise of any Passwords and Customer will be solely responsible for all actions and fees incurred as a result of such incident resulting from the Customer's negligence or intentional misconduct. Any unauthorized use of the Passwords by Customer will constitute a material breach of this Agreement.
Proprietary Rights. This is an agreement for services and Customer is not granted any license hereunder. All software embedded in the Services, the Professional Services, and in any applications developed, owned or controlled by Referral Metrics (as applicable) (the "Software"), and the Services, are and shall remain the sole and exclusive property of Referral Metrics. Accordingly, Customer acknowledges that, as between Referral Metrics and Customer, Referral Metrics owns all right, title and interest in and to the Software and the Services, including, without limitation, all United States and international patent rights, copyrights, trademark rights, trade secret rights, and all other proprietary rights pertaining thereto. Except as expressly granted in this Agreement, Customer will not have or acquire any rights or interest in or to the Software or the Services. Customer acknowledges that the Software contains proprietary information and trade secrets of Referral Metrics. Customer will not take any actions inconsistent with Referral Metrics's ownership of each of Referral Metrics's rights in and to the Software. Customer agrees that Customer will not directly or indirectly: (i) assign, distribute, license, sublicense, transfer, sell, rent, lease, time share, grant a security interest in, or otherwise transfer any rights in or to the Software, or make the Software available to third parties except as authorized by this Agreement; (ii) modify, translate, reverse engineer, decompile or disassemble the Software for any purpose, including, without limitation, the creation of derivative works or similar products; (iii) upload, link to or post any portion of the Software on a bulletin board, intranet, extranet or web site; (iv) use or distribute the Software in violation of any applicable laws, regulations or export restrictions; or (v) possess or use the Software in any format other than machine-readable format. All rights in the Software not explicitly granted herein, are reserved by Referral Metrics.
Open Source Software. Customer acknowledges and understands that certain open source code may be incorporated into the Service (the "Source Code"). Except as otherwise set forth in the applicable Source Code license therefor, the Source Code is provided "as is," and without representation or warranty of any kind. Customer hereby releases and holds harmless Referral Metrics from and against any and all claims, losses, liability, damages, expenses, costs (including, but not limited to, reasonable attorneys' fees) and/or actions arising therefrom.
Disclaimer of Warranties. THE SERVICES (AND THE PROFESSIONAL SERVICES, AS APPLICABLE) ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Referral Metrics AND ITS AFFILIATES, RESELLERS, DISTRIBUTORS, AGENTS, DEALERS AND SUPPLIERS (COLLECTIVELY, THE "REPRESENTATIVES") DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, INCLUDING (WITHOUT LIMITATION) ANY WARRANTY AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, TITLE, OR NON-INFRINGEMENT, WITH RESPECT TO THE SERVICES OR THE PROFESSIONAL SERVICES. THE REPRESENTATIVES DO NOT WARRANT THAT THE SERVICES OR THE PROFESSIONAL SERVICES WILL MEET CUSTOMER'S REQUIREMENTS NOR DO THEY GIVE ANY WARRANTY ABOUT THE RESULTS THAT MAY BE OBTAINED BY USING THE SERVICES OR THE PROFESSIONAL SERVICES.
Limitation of Liability. IN NO EVENT WILL Referral Metrics OR ANY REPRESENTATIVE BE LIABLE TO CUSTOMER OR ANY OTHER PARTY FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATED TO THE SERVICES (OR THE PROFESSIONAL SERVICES, IF APPLICABLE), OR TO THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF DATA, LOSS OF USE, OR LOSS OF PROFITS, EVEN IF Referral Metrics OR ITS REPRESENTATIVE HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. FURTHER, IN NO EVENT WILL Referral Metrics OR ANY REPRESENTATIVE'S TOTAL CUMULATIVE LIABILITY TO CUSTOMER OR ANY OTHER PARTY FOR CLAIMS, LOSSES, OR DAMAGES OF ANY KIND, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, INDEMNITY OR OTHERWISE, ARISING OUT OF OR RELATED IN ANY WAY TO THIS AGREEMENT, THE SERVICES, OR THE PROFESSIONAL SERVICES, EXCEED THE ACTUAL FEES CUSTOMER PAID TO Referral Metrics FOR THE SERVICES DURING THE TWELVE (12) MONTH PERIOD ENDING ON THE DATE OF THE CAUSE OF ACTION GIVING RISE TO THE CLAIM, LOSS, OR DAMAGE. No claim may be asserted by Customer against Referral Metrics more than twelve (12) months after the date of the cause of action underlying such claim. In the event of any failure, or Referral Metrics's non-provision, of the Services (or the Professional Services as the case may be), Customer's sole and exclusive remedy shall be for Referral Metrics to use commercially reasonable efforts to repair or provide the Services (or the Professional Services as the case may be).
Indemnification. Customer agrees to indemnify, defend and hold harmless Referral Metrics, the Representatives, and its and their respective affiliates, subsidiaries, officers, directors, stockholders, employees, consultants, representatives, agents, successors and assigns from and against any and all claims, losses, liabilities, sums of money, damages, expenses, costs (including, but not limited to, reasonable attorneys' fees) and/or actions arising from: (i) Customer's acts or omissions; (ii) Customer's violation of any applicable law; (iii) Customer's breach of any term or condition set forth in this Agreement (including in the Policies); (iv) Customer's breach of any of its representations or warranties set forth herein; and/or (v) Customer's infringement or misappropriation of any intellectual property rights or other rights of any person or entity.
Term and Termination. The Sales Order determines the initial term (the "Initial Term") of your Agreement. Upon expiration of the Initial Term, this Agreement will automatically renew for successive terms equal to the same period of time as the Initial Term (each, a "Successive Term," together with the Initial Term, the "Term"), and you will continue to be billed for the Fees until this Agreement is terminated in accordance with the terms and conditions set forth herein. At any time during the Term, either Customer or Referral Metrics may terminate this Agreement for any reason. If Customer desires to terminate this Agreement, Customer may request a termination by calling Referral Metrics at 614-679-0912, Monday through Friday, between the hours of 8:00 a.m. (EST) and 8:00 p.m. (EST) (a "Valid Termination Notice"). Customer acknowledges that allowing a credit card to expire or failing to submit payment by check does not constitute a Valid Termination Notice. Any Customer termination request that occurs in the middle of a payment term (whether monthly, quarterly or annually, as set forth in the Sales Order) will be made effective on the final day of such term. If Customer wishes to terminate only the Professional Services, it should contact its account manager prior to such services being performed. Referral Metrics may terminate this Agreement immediately effective upon delivery to Customer of notice thereof. Such right to terminate this Agreement shall include Referral Metrics's right to terminate its provision of the Services and/or the Professional Services (as applicable) and to pursue all available equitable and legal remedies (in the event Customer breaches any term or condition, or any of its representations or warranties set forth herein). Upon termination of this Agreement for any reason, all Customer Recipient Data may be destroyed and deleted in accordance with the terms and conditions set forth in Section 8 above. Notwithstanding any termination or expiration of this Agreement, Customer will remain obligated to pay Referral Metrics Fees which were incurred prior to (and on) the effective date of such termination or expiration, as the case may be. .
Governing Law. This Agreement will be governed by the laws of the State of Ohio as applied to agreements entered into and performed entirely within the State of Ohio, except for those conflicts of law rules thereof that would require or permit the application of the laws of another jurisdiction.
Arbitration. Any dispute or controversy arising under, out of, or in connection with this Agreement shall be resolved by binding arbitration under the commercial rules of the American Arbitration Association before a single arbitrator. Any such arbitration shall be conducted in Columbus, Ohio. Judgment upon any award may be entered in any court of competent jurisdiction. The arbitrator shall be designated by mutual agreement of the parties or, if the parties cannot agree on an arbitrator within ten (10) days after a request for arbitration hereunder, each party shall designate one (1) arbitrator and the arbitrators so designated shall designate a third arbitrator who shall conduct the arbitration. The decision of the arbitrator shall be binding and conclusive upon the parties. Notwithstanding the foregoing, Referral Metrics shall have the right to seek injunctive relief or other equitable or legal remedies in a court of competent jurisdiction in the State of Ohio, to which jurisdiction, for such purpose, Customer hereby irrevocably consents.
Relationship. This Agreement does not create a partnership, joint venture or agency relationship between Referral Metrics and Customer. Customer does not have any right, power, or authority to act as a legal representative of Referral Metrics.
Assignment. Customer may not transfer, assign, sublicense, or delegate any right or duty under this Agreement to another entity or person without the express written consent of Referral Metrics. Any such transfer, assignment, sublicense or delegation without consent will be null and void.
Severability. In the event that a court of competent jurisdiction determines that any portion of this Agreement is illegal, invalid or unenforceable, such portion will not affect or impair the legality, validity or enforceability of any other provisions of this Agreement.
Survival. The provisions of this Agreement that by their nature and context are intended to survive the performance and termination of this Agreement, will survive the completion of performance and termination of this Agreement.
Entire Agreement. This Agreement, the Policies and the Statement of Work(s), if any, constitute the entire agreement and understanding between Referral Metrics and Customer and supersede all prior and contemporaneous agreements, documents, and proposals, oral or written, between the Referral Metrics and Customer, except for any prior agreement addressing confidentiality, which will continue in effect according to its terms following the execution, performance and termination of this Agreement. At any time prior to, or during, its use of the Services, Customer may enter into certain other agreements with Referral Metrics which are subject, expressly or otherwise, to the terms and conditions set forth in this Agreement. In the event of any conflict between a term or condition set forth therein and herein, the term or condition which most favors Referral Metrics, as determined by Referral Metrics, shall govern.
No Waivers. Referral Metrics's failure to exercise any of its rights under this Agreement will not constitute or be deemed to constitute a waiver or forfeiture of such rights or of any preceding or subsequent breach or default.
Termination Policy
Pursuant to Section 22 of the EUSA, at any time, either party may terminate Customer's Referral Metrics account for any reason. Customer may request a termination by calling 614-679-0912, Monday through Friday, between the hours of 8:00 a.m. (EST) and 8:00 p.m. (EST).

Amounts paid are not refundable. Subscriptions to our service are pre-paid. As such, any cancellations that occur in the middle of a payment term (month, quarter, or year depending on payment schedule) will be made effective on the final day of such term.

 

Notwithstanding any termination of this Agreement, Customer will remain obligated to pay Referral Metrics Fees which were incurred prior to (and on) the effective date of such termination.
Credit Card Expirations or Declines
Please note that allowing a credit card to expire regardless of invoice receipt status will not automatically cancel your account as we maintain all account data, allow subscriptions to occur, and allow you access to your account. You will remain responsible for paying the monthly subscription fee, which will accrue to your account, until we receive a valid termination notice.
We may send notice to the email on record if your credit card is declined. We may also follow-up by phone or mail. We reserve the right to send delinquent accounts to a collection agency if they are not paid within ninety (90) days.
Retrieving your Data After your Account has been Terminated
Upon any termination of your account, and your payment of all unpaid and outstanding Fees and your written request received by Referral Metrics within thirty (30) days of such termination, Referral Metrics will provide you with an electronic file of the Customer Recipient Data. You acknowledge that after the thirtieth (30th) day following any such termination, Referral Metrics has no obligation to retain the Customer Recipient Data and may delete and destroy such Customer Recipient Data without providing you with notice of such deletion. If you use the Services during a Trial Period and fail to convert your account to a standard paid customer account upon the expiration or other termination thereof, Referral Metrics has no obligation to retain the Customer Recipient Data after the date of such expiration or termination.
Affiliate Agreement
PLEASE REVIEW THIS AFFILIATE AGREEMENT (THIS "AGREEMENT") AS IT CONSTITUTES A LEGAL AGREEMENT BY AND BETWEEN REFERRAL METRICS ("Referral Metrics") AND YOU ("AFFILIATE"), TO BE EFFECTIVE ON THE DATE YOU INDICATE YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS SET FORTH HEREIN (THE "EFFECTIVE DATE") BY SELECTING THE "ACCEPT" BUTTON AT THE END OF THIS AGREEMENT.
Excelleweb is the licensed provider of Referral Metrics software (the "Software"). Affiliate wishes to promote the Software via a landing page pursuant to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and agreements contained herein, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

    Appointment: Subject to the terms and conditions set forth in this Agreement, Referral Metrics hereby appoints Affiliate, and Affiliate hereby accepts such appointment, to promote and market the Software in accordance with the terms and conditions set forth herein, with the intention of referring to Referral Metrics each month unique and bona fide subscribers for the use of the Software (each, an "Referral Metrics Customer").
Term and Termination: This Agreement shall commence on the Effective Date, and shall continue until terminated by Referral Metrics, by providing Affiliate with prior written notice of its intention to so terminate; or by Affiliate, by providing Referral Metrics with sixty (60) days' prior written notice of its intention to so terminate (the "Term"). Upon any termination of this Agreement, the licenses granted in Section 3 above shall terminate effective immediately as of the date of such termination. Notwithstanding any such termination, the terms and conditions set forth in Sections 4, 5, 6, 7, 8, 9, 10, 12, 14 and 19 hereof shall survive; provided, however, that if this Agreement is terminated by Referral Metrics due to Affiliate's breach of this Agreement or of any of Affiliate's representations and warranties set forth herein, as determined by Referral Metrics in its sole discretion, Affiliate shall not be entitled to any commission payments arising pursuant to Section 5 below after the date of such breach.
Commission: Referral Metrics agrees to pay Affiliate a commission equal to: (i) ten percent (10%) of all Revenue (as defined below) actually received from each Referral Metrics Customer referred to Referral Metrics by Affiliate.  Referral Metrics will pay Affiliate a quarterly commission of no more than $10 for each Referral Metrics Customer. Except as otherwise set forth in Section 4 above, Affiliate will continue to receive the commission payments described in this Section 5 for the life of each Referral Metrics Customer in accordance with the terms and conditions set forth herein. Commission payments will be based on Revenue actually received by Referral Metrics from Referral Metrics Customers in a calendar month, as calculated on the first day of the immediately subsequent calendar month (the "Month of Payment"), and will be mailed to Affiliate no later than the fifteenth (15th) day after the quarter has concluded, by check made payable to Affiliate. Such payments will be made after Affiliate's cumulative commissions exceed $30.00. For purposes hereof, "Revenue" means gross revenue actually received by Referral Metrics from each Referral Metrics Customer minus any refunds, rebates, setoffs, discounts, promotions, charge backs, non-payments, or defaults, any of which may be set-off against amounts already paid to Affiliate.
Referral Metrics Pricing and Customer: Referral Metrics reserves the sole and exclusive right to review, modify or change its posted pricing, and to accept, reject, suspend or terminate service to any Referral Metrics Customer or prospect, at any time and without regard to, limitation from, or restriction by Affiliate or any of the terms or conditions set forth herein.
Amendment: Any modification or amendment of any provision of this Agreement must be made in writing and signed by an authorized representative of each party.