Space Chimp Media, Inc. (“Space Chimp Media”) designs, develops and markets online advertising solutions and internet-services for various businesses.  Space Chimp Media has created a customer Referral Program to reward any person who recommends Space Chimp Media’s services to third parties, if such recommendation results in Space Chimp Media contracting with such third party as a new customer.  By completing all of the required information fields below in this Agreement and then clicking the “Agree” button, You (as an individual, solely in your individual capacity) agree to be bound by all of the terms and conditions contained in this Agreement.  This Agreement will not become binding upon Space Chimp Media until Space Chimp Media issues You a Referral Partner ID number, as described below.  You are referred to as “Referral Partner” for purposes of this Agreement.

PLEASE BE ADVISED THAT IT SHALL BE CONCLUSIVELY PRESUMED THAT REFERRAL PARTNER HAS AGREED TO THE TERMS AND CONDITIONS OF THIS AGREEMENT IF REFERRAL PARTNER HAS CLICKED ON THE “AGREE” BUTTON BELOW.

1. Referral Program:

1.1 Once Referral Partner accepts this Agreement, Space Chimp Media will send to Referral Partner a confirmatory email.  Referral Partner MUST RESPOND to Space Chimp Media’s confirmatory email in order to complete the application process.  After Space Chimp Media receives Referral Partner’s response email, Space Chimp Media will send another email to Referral Partner containing an identification number unique to Referral Partner (“Referral Partner ID”).  The Effective Date of this Agreement is the date on which Space Chimp Media sends the Referral Partner ID to Referral Partner and this Agreement shall then continue in effect until terminated as provided herein (“Term”).

1.2 A “Referral” occurs when Space Chimp Media accepts a contract to provide paid search management services, with a minimum monthly budget of $500, to a customer referred to Space Chimp Media by Referral Partner and such customer is active and spending money on online advertising through the Space Chimp Media platform (“Going Live,” “Gone Live,” “Goes Live”).  Space Chimp Media, in its sole and absolute discretion, determines whether a customer has Gone Live and determines the time and date at which any such customer has Gone Live.  Further, Referrals shall not include any customer whose contact information is already within Space Chimp Media’s customer and potential customer database(s) and who has been in contact with a Space Chimp Media representative at any time during the previous 12 months.

1.3 In order for Referral Partner to receive payment for a Referral, the Referral customer must provide Referral Partner’s Referral Partner ID to Space Chimp Media’s sales representative responsible for receiving such customer’s contract and such Referral Partner ID must be provided at the time the customer enters into such contract.

1.4 Space Chimp Media will pay Referral Partner a fee of 10% of the initial contract (“Referral Fee”) for each Referral made by Referral Partner.

1.5 Payments of Referral Fees to Referral Partner will be tallied and processed at the end of each month and paid within 45 days of the month end.  If Referral Partner is an existing customer of Space Chimp Media, Referral Partner will receive payment of the Referral Fees in the form of a credit on Referral Partner’s account, unless Referral Partner notifies Space Chimp Media in writing that Referral Partner desires payment by check.  If Referral Partner so notifies Space Chimp Media, the payment of Fees shall be made by check for the month beginning immediately after the month in which the notice is received.  If Referral Partner is not a Space Chimp Media customer, Referral Partner will receive payment of Fees by check.  All checks will be sent by regular mail.

1.6 As incentive to the referred customer to participate in this Referral Program, Space Chimp Media will provide $50 of Space Chimp Media Media Credit to each Referred customer who provides Space Chimp Media with a Referral Partner ID as part of entering into a contract with Space Chimp Media.  “Space Chimp Media Media Credit” is a credit that will be applied to the Referral customer’s Space Chimp Media account balance that is used to advertise such Referral customer’s business through the Space Chimp Media platform.

1.7 Referral Partner acknowledges and agrees that Referral Partner’s level of earnings under this Agreement are a direct result of Referral Partner’s own efforts and that Space Chimp Media does not guarantee that Referral Partner will earn any payments under this Agreement.

2. Restrictions:

2.1 Referral Partner agrees and acknowledges that no payment of any kind, other than the Fees as provided in this Agreement, is due from Space Chimp Media to Referral Partner as a result of Referral Partner making Referrals under this Agreement.  Referral Partner shall not charge any Referral customer any fees, costs or charges of any kind on behalf of Space Chimp Media nor accept any payment of any kind on behalf of Space Chimp Media.  Nothing in this Agreement is intended to prohibit Referral Partner from providing services on Referral Partner’s own behalf to any Referral customer.

2.2 Nothing in this Agreement shall operate to create an employment relationship of any kind between Referral Partner and Space Chimp Media.  If any court or agency construes this Agreement to have created an employment relationship as between Referral Partner and Space Chimp Media, then this Agreement shall have no force and effect, and shall be null and void, beginning on the date on which such employment relationship is deemed to have taken effect.  Referral Partner represents and warrants that Referral Partner is not currently an employee of Space Chimp Media, has not been an employee of Space Chimp Media during the Term, and that if Referral Partner becomes an employee of Space Chimp Media after the Effective Date, this Agreement shall immediately terminate without the need for any notice upon the date such employment begins.

2.3 Referral Partner represents and warrants that Referral Partner is not an agent of Space Chimp Media and has no authority to make any representations to any third party on behalf of Space Chimp Media, nor any right or authority to bind Space Chimp Media to any action or agreement whatsoever.  Referral Partner represents, warrants and covenants that Referral Partner shall not make any misrepresentations, including by omission, regarding Space Chimp Media or the services that Space Chimp Media provides, in any manner whatsoever.

2.4 Referral Partner represents and warrants that Referral Partner is not a member of the immediate family of any Space Chimp Media employee within Space Chimp Media’s Sales Department.  For this purpose, “immediate family” includes parents, spouses, children, siblings, grandparents and grandchildren.

3. Termination.  This Agreement may be terminated by either party upon 5 days written notice to the other party.  In addition, this Agreement will terminate immediately and automatically (i) upon any default by Referral Partner under this Agreement; or (ii) as set forth in Section 2.2 above.

4. Non-Solicitation and Non-Competition.  Referral Partner acknowledges the character of Space Chimp Media’s business and the substantial amount of time, money, and effort that Space Chimp Media has spent and will spend in building relationships with customers and recruiting competent employees and service providers.  Referral Partner agrees that, during the Term and for a period of one year thereafter, Referral Partner will not (i) solicit, hire or engage, or actively assist any other person or entity which competes with Space Chimp Media in soliciting, hiring or engaging, any consultant, manager, executive, or any other person who is on the Effective Date or at any time during the Term employed or engaged by Space Chimp Media as an employee or service provider; and (ii) compete with Space Chimp Media, directly or indirectly, including as a consultant or an advisor, during the Term.

5. Assignment.  This Agreement is personal to Referral Partner and any assignment made by Referral Partner of any rights or obligations hereunder shall be null and void.  Space Chimp Media shall have the unrestricted right to assign this Agreement, or any rights and obligations hereunder, without consent or notice to Referral Partner.

6. Indemnification.  Referral Partner shall at all times during the Term and thereafter, indemnify and hold harmless Space Chimp Media and its directors, officers, employees, agents, and affiliates, against all claims, proceedings, demands, costs, damages, and liabilities of any kind whatsoever, including legal expenses and reasonable attorneys’ fees, arising out of, connected with, resulting from, or sustained as a result of Referral Partner’s breach of this Agreement.

7. Limitation of Liability.  IN NO EVENT SHALL Space Chimp Media BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING ECONOMIC DAMAGE OR INJURY TO PROPERTY AND LOST PROFITS, REGARDLESS OF WHETHER Space Chimp Media SHALL BE ADVISED, SHALL HAVE OTHER REASON TO KNOW, OR IN FACT SHALL KNOW OF THE POSSIBILITY OF SUCH DAMAGES.  THIS DISCLAIMER OF LIABILITY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.  Space Chimp Media’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 Space Chimp Media HAS PAID TO REFERRAL PARTNER IN THE SIX MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE CLAIM OCCURRED.

8. No Third Party Beneficiaries.  Referral Partner and Space Chimp Media agreed and intend that there are no third party beneficiaries to this Agreement.

9. Amendment; Waiver.  The terms and conditions governing Space Chimp Media’s Referral Program may be changed from time to time at Space Chimp Media’s sole and absolute discretion.  Space Chimp Media shall provide Referral Partner with notice of any change of the terms and conditions of this Agreement and Referral Partner shall then have the right to terminate the then modified Agreement immediately upon written notice to Space Chimp Media.  No amendment or modification of this Agreement shall become effective unless embodied in writing and signed by Space Chimp Media.  The waiver by either party of the breach of any provision of this Agreement 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.

10. Notices.  All notices, requests, and other communications hereunder must be in writing and will be deemed to have been duly given only if delivered personally, by facsimile transmission, by certified mail, or by email to Referral Partner at the address, email address and fax number provided by Referral Partner in the fields below this Agreement and to Space Chimp Media.  Any party from time to time may change its address, facsimile number, or other information for notices to that party by giving notice specifying such change to the other party hereto.

11. Entire Agreement.  This Agreement supersedes all prior and contemporaneous discussions and agreements between the parties with respect to the subject matter hereof, and contains the sole and entire agreement between the parties hereto with respect to the subject matter hereof.  If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be invalid or unenforceable, that provision of the Agreement shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect.

12. Headings.  The headings used in this Agreement have been inserted for convenience of reference only and do not define or limit the provisions hereof.

13. Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to a contract executed and performed in such State, without giving effect to the conflicts of laws principles thereof.  Any litigation or other dispute resolution between Referral Partner and Space Chimp Media relating to this Agreement shall take place in Austin, Texas, and Referral Partner hereby consents to the personal jurisdiction of, and venue in, the state and federal courts within that District with respect to this Agreement.

To acknowledge that You have read and understand the terms and conditions of this Agreement, You must click the “Agree” button below.

Space Chimp Media,
By:  /Charles Haggas/
Title: CEO