The Company operates a referral service called Passing Leads. Generally, the purpose of Passing Leads is to connect professional individuals to one another so they may provide referrals. Passing Leads members use Passing Leads to refer potential clients to other members.
If the potential client becomes a client of the member to whom the client was referred then the referring member receives a percentage of the fee. Likewise, the Company receives a percentage of the fee for establishing the relationship. Member, believing that it would be beneficial to Member's professional interests, wishes to become a member of Passing Leads. As such, the Company and Member are entering into this Agreement to set forth the understanding between the parties with respect to Member's participation in Passing Leads.
Accordingly, in consideration of this Preamble (which is a material part of this Agreement) and the mutual promises hereinafter set forth, the parties, intending to be legally bound, agree as follows:
Company will provide a web based service for Member to gain access to information about other members/referral sources.
Company may terminate Member's participation in Passing Leads at any time and for any reason, or no reason at all.
Member agrees to provide accurate, current and complete information when registering to become a member of Passing Leads. Member agrees to only register as them self. Further, Member agrees to promptly update the Company upon any address or information change.
Member is solely responsible for maintaining the confidentiality of any password issued to Member by the Company. Member is responsible for any and all activities occurring under Member's account. Member will take reasonable steps to prevent security breaches and will immediately notify the Company of any security breach known to Member.
Member will maintain professional standards in connection with Member's participation in Passing Leads and will not use Passing Leads to engage in illegal conduct. Member acknowledges that Member is solely responsible for complying with the professional standards applicable to Member's profession.
Member agrees to promptly report all referrals and transactions and provide good faith estimates of the total anticipated fees to be paid as a result of said transaction.
Member acknowledges that Member has no right to or interest in the web based service or any other software or information the Company may provide in connection with this Agreement.
Member will pay to Company, within fifteen (15) days of Member's receipt, ten percent (10%) of any and all fees collected from Member's clients who were referred through Passing Leads.
If Member refers a client to another Passing Leads member, and that member collects fees from the client, then Member will receive five percent (5%) of any fees collected by the other member. Member will be paid the above fees only if and when Company receives payment in connection with the transaction.
Payment to Member may be directly deposited into a confirmed bank account or a Member may choose to be paid by check, in which case an additional five dollar ($5.00) check fee shall be charged by Company and taken out of the payment.
If Member does not make a payment to the Company when due, the Company may charge interest on the past due amount at a rate of up to 21% but not less than nine percent (9%), compounded annually.
Company makes no guarantee that participation in Passing Leads will result in any benefit to Member. Company does not guarantee that Member will receive any referrals, leads, sales or results of any type by participating in Passing Leads. Member may receive zero referrals for services throughout Member's participation in Passing Leads. If a referral does occur and lead to a transaction, the Company has no control over the quality, safety or legality of the product or service sold, and does not become involved in the transaction in any way. Therefore, Company does not warrant or guarantee the adequacy of any work product or service provided by Member or any other members of Passing Leads.
Passing Leads understands professional obligations to privacy and confidentiality of client information. To work within these different regulations your account will have confidential options to maintain the integrity of your profession. Below is an outline how your account setting will function to work within your professional regulations so client or patient information remains private while still allowing you to participate in the “Loops”, a face to face networking organization which uses the Passing Leads electronic management software.
Is designed for those in professions who cannot disclose whether or not a specific individual has become a client or patient and cannot disclose sale amounts for specific referrals.
Upon receiving a referral from a business member in your group, standard service industries eventually indicate if a referral resulted in a sale or did not pan out. Moreover, in lieu of completing or declining a referral, you will simply “close it” which does not allow anyone to know the outcome of the referral sent to you, keeping it confidential. You will however, have the option to report your sales numbers at the time of your choosing by clicking on the ‘report revenue’ button in your account activity. Any amounts reported here will not be tied to any specific referral or client, as it will remain anonymous, but still allows you to report sales to the group and for your own personal ROI tracking.
Most professionals who need to maintain a certain level of confidentiality, this option will work for you.
If you believe that your profession needs to be set with this confidential option please contact us via help@passingleads.com or by using the UserVoice feedback button on the bottom of the site at passingleads.com and we can put this into effect before you join your Loop referral group of professionals.
If you need further validation, you may request a demo of the confidential process and we would be happy to assist in answering any questions you may have in order for you to verify and meet your professional regulations to participate. Email help@passingleads.com and our team will be with you soon.
Company disclaims any and all warranties of any kind, express or implied, including, without limitation, the implied warranties or merchantability and fitness for a particular purpose.
Member, its heirs, successors, assigns and legal representative, shall forever protect, indemnify and save harmless Company, its subsidiaries and affiliated companies, their successors, assigns, customers and users of their services, against all damages, claims, suits, demands or losses of any kind arising out of or alleged to have arisen out of or in connection with Member's performance or lack of performance of this Agreement.
In no event shall either party be liable to the other party or to any third party for any indirect, incidental, consequential or punitive damages including, without limitation, lost profits, however arising, even if the party has been advised of the possibility of such damages. The Company's aggregate liability in connection with this Agreement, regardless of the form of action giving rise to such liability, shall not exceed the aggregate fess collected by Company due to Member's participation in Passing Leads.
This Agreement shall be governed by, and construed and enforced in accordance with, the laws of Wisconsin, exclusive of Wisconsin's conflict of laws provisions.
Any and all claims, questions or disputes regarding the interpretation performance and enforceability of this Agreement, the rights and remedies of the parties hereunder, and all related actions of counterclaims shall be initiated and or prosecuted exclusively in Outagamie County Circuit Court, Appleton, Wisconsin. The parties further agree to submit to the jurisdiction of said courts.
A party shall not assign the party's interest in this Agreement, in whole or in part, voluntarily or involuntarily, by operation of law or otherwise, without the prior written consent of the other parties to this Agreement.
The failure of either party to insist on strict performance of this Agreement by the other, according to the terms and understanding herein set forth, shall not be construed as a waiver of the right to insist on such performance and no waiver by either party of any breach by the other of any provisions hereof shall be deemed a waiver of any other prior or subsequent breach.
Unless the context requires otherwise, all words used in this Agreement in the singular number shall extend to and include the plural, all words in the plural number shall extend to and include the singular, and all words in any gender shall extend to and include all genders.
Reasonable attorneys fees incurred to enforce the provisions of this Agreement shall be awarded to the prevailing party in addition to costs and necessary disbursements. In the event that any litigation or other legal proceedings shall arise, such litigation or other legal proceeding shall be in Brown County, WI and this agreement shall be interpreted, and the rights and liabilities of the parties hereto determined, in accordance with the laws of the State of WI.
A party shall not be liable for a failure of any performance under this Agreement if such failure is occasioned by war, fire, flood, or by any act of God, or by any other cause beyond the control of the party.
No change or modification of any of the provisions of this Agreement shall be valid unless in writing and signed by the parties to this Agreement.
Member acknowledges that Member has read this Agreement and agrees to all its terms and conditions. Member has independently evaluated the desirability of participation in Passing Leads and is not relying on any representation, guarantee, or statement other than as set forth in this agreement.
Member may terminate this Agreement at any time. However, any rights or obligations under this Agreement which, by their nature, would continue beyond the termination, cancellation or expiration of this Agreement, shall survive termination, cancellation or expiration of this Agreement. By way of example, and not limitation, Member's payment obligation will survive the termination of this Agreement (e.g. Member would still be obligated to pay company ten percent (10%) of any fees collected from clients who were referred through Passing Leads).
This Agreement is the entire agreement between the parties with respect to the transaction contemplated herein and supersedes all previous written or oral negotiations, commitments and writings. No promises, agreements, representations or warranties with respect to said transaction have been made by any of the parties except as set forth herein.
