Terms & Conditions
SERVICE REFERRAL AGREEMENT
THIS SERVICE REFERRAL AGREEMENT (the “Agreement”) is made and entered into on the date accepted by the company identified below in the acceptance process (“Referral Representative”), and HTDNET, LLC on behalf of its applicable affiliates and subsidiaries (“HTDNET”).
WHEREAS, HTDNET, through its subsidiaries, affiliates and/or managed partnerships, provides commercial communications services to business customers as more particularly described in Exhibit “A”, found at Exhibit A (the “Service(s)”); and,
WHEREAS, the parties desire for Referral Representative to refer prospective business customers of the Services (“Prospects”) within the HTDNET territory, described as HTDNET’s serviceable areas (the, “Territory”), to HTDNET.
NOW, THEREFORE, based upon the mutual benefits and agreements herein contained and intending to be legally bound hereby, the parties agree as follows:
1) Appointment. HTDNET hereby appoints Referral Representative on a non-exclusive basis, to refer Prospects located in the Territory to HTDNET, in accordance with the terms and conditions herein. As a condition precedent to receiving the aforementioned appointment, Referral Representative shall not be eligible for, or be a current participant or beneficiary of, any other HTDNET referral program or any HTDNET indirect sales’ channel associated with HTDNET Business customers, regardless of whether Referral Representative is the contracting entity under such other programs or channels or personnel under such contracting entity. HTDNET reserves the right to market and sell the Services directly on its own behalf and/or through other agents, inside and outside the Territory. HTDNET reserves the right to change Exhibit A upon thirty (30) days written notice to Referral Representative.
2) Independent Contractor. Referral Representative’s appointment hereunder is as an independent contractor and not a partner or employee of HTDNET. This limited appointment shall not create a joint venture, franchise, or partnership or agency relationship at law. Referral Representative hereby waives the benefit of any state, provincial, or federal laws or regulations dealing with the establishment and regulation of franchises.
3) Relationship of Parties. Each party acknowledges that it has separate responsibility for all applicable federal, state and local taxes for itself and any of its employees, and each party agrees to indemnify and hold the other harmless from any claim or liability therefore. Each party understands and agrees that its respective employees shall not be entitled to participate in health or disability insurance, retirement or pension benefits, if any, to which employees of the other party may be entitled. Referral Representative is not authorized to make any promise, warranty or representation on HTDNET’s behalf with respect to the Services or to any other matter, except as expressly authorized in writing by HTDNET.
4) Responsibilities of Referral Representative
a) Referral Representative shall use its best efforts to promote and refer the Service. In referring Prospects hereunder, Referral Representative shall submit to HTDNET’s designated location a referral form or referral links. HTDNET may at any time revise the Referral Form and the referral process, including without limitation, utilizing a web-based referral/qualification process. Under no circumstances shall Referral Representative be entitled to receive commissions for any referral that is not made via a HTDNET approved referral form or referral link (a “Referral Form”) (or such other referral process as HTDNET may designate in writing). Referral Representative agrees that it shall only submit such Referral Forms based upon a Service request made from a prospective Prospect to Referral Representative.
b) Referral Representative shall have no right or obligation to bill or collect from HTDNET customers or Prospects any fees or charges for the Services.
c) Referral Representative agrees that it shall not conduct any advertising or marketing campaigns, including, but not limited to, telemarketing, e-mail, radio, television or print advertising, for the Services;
d) Referral Representative understands and agrees that HTDNET will set the terms, conditions and prices for the Services and that Referral Representative shall not imply or represent anything to the contrary to any person or entity. Referral Representative shall not make any representations or warranties or use any materials or provide any information regarding the Services that have not been provided by or expressly approved in writing by HTDNET.
e) Referral Representative shall comply with all applicable federal, state, county, and local laws, rules and regulations. Referral Representative shall, and shall cause its employees, subcontractors and agents to adhere to the highest standards of honesty, integrity, fair dealing and ethical conduct in all dealings with HTDNET customers, Prospects and the public. Referral Representative shall at all times conduct its operations and manage its personnel that its action, or the actions of its subcontractors, agents, or employees, will not negatively impact HTDNET or its public relations with the community. Authorized Connectors may not work with HTDNET Sales Representative who are family members (e.g., spouse, domestic parent, step-parent, grandparent, step-grandparent, sibling, step-sibling, step-parent, or sibling of a spouse or domestic partner, child, step-child, grandchild, step-grandchild, guardian, ward, niece, nephew, cousin, uncle, aunt, in-law of any of the above).
5) Responsibilities of HTDNET.
a) HTDNET will determine in its sole discretion whether a Prospect identified on a Referral Form is in a serviceable area and whether such referred Prospect meets all of HTDNET’s Service criteria. Commissions (as defined in Section 6(a) herein) will be paid for successful referrals in accordance with Section 6.
b) A Prospect identified on a Referral Form who has been previously referred to HTDNET by a person or entity other than Referral Representative during the ninety (90) day period immediately preceding shall not be eligible for a Commission. Further, no Commission shall be payable in connection with any referred Prospect who has terminated Service at the same address twice.
c) HTDNET will be solely responsible for installation and activation of the Services to potential Prospects, billing, technical support, customer service and termination of Services.
6) Commissions; Reporting.
a) During the term of this Agreement and subject to the terms and conditions herein, HTDNET shall pay to Referral Representative commissions (“Commissions”) in accordance with the terms and conditions specified in Schedule 1, found here Schedule 1. Referral Representative acknowledges and agrees that HTDNET may revise all Schedule 1 rates, terms and conditions upon at least thirty (30) days prior written notice. The Commissions shall be the full and total compensation due to Referral Representative under this Agreement.
b) Commissions are only eligible following the installation of HTDNET’s “Business Services” Service plans as identified and described in Schedule 1 (unless HTDNET specifically designates other qualified service plans and corresponding commissions through a written update of Schedule 1), to a Prospect location within the Territory (a “Location”), resulting directly and solely from Referral Representative’s submission of a Referral Form and otherwise following all reporting procedures specified in this Agreement.
c) Referral Representative agrees to provide written notification of all disputes it may have regarding unpaid Commissions within thirty (30) days of the date such Commission is earned or claimed to be earned and any dispute for which Referral Representative does not provide such notification shall be deemed waived. Reasonable delay in paying Commissions disputed in good faith, shall not constitute a breach of this Agreement.
d) During the term of this Agreement, HTDNET shall provide Referral Representative with access to online status reporting, identifying the number of Service installations for Prospects referred hereunder. Such report shall be used solely for the purpose of reconciling Commissions owed hereunder and shall be treated as strictly confidential information of HTDNET, in accordance with the confidentiality provisions under Section 8 hereof. Referral Representative shall indemnify and hold harmless HTDNET from any claims resulting from the use or disclosure of such information in violation of the provisions this Agreement.
7) Trademarks and Service Marks. Except as expressly set forth herein, Referral Representative shall not be deemed by this Agreement or any provision hereof to acquire any right, title or interest in or to the use of the name “HTDNET,” the HTDNET service marks, or in or to any trademark or service mark now or hereafter owned by or authorized to HTDNET or any affiliate thereof (the “HTDNET Marks”). Referral Representative shall not use the HTDNET Marks in its business, trade or corporate name without the express written consent of HTDNET. The provisions of this Section shall survive the expiration or termination of this Agreement.
a) Confidential Information shall mean all business and technical information of HTDNET which is non-public, confidential or proprietary. Confidential Information may be written, oral, expressed in electronic media or otherwise disclosed, and may be tangible or intangible. Referral Representative will hold in confidence and not disclose to others any Confidential Information of HTDNET without the prior written consent of a duly authorized representative of HTDNET. Confidential Information disclosed under this Agreement will be used only by Referral Representative to perform its obligations hereunder. Referral Representative agrees that during and after the term of this Agreement, neither Referral Representative receiving Confidential Information hereunder nor any person, firm, corporation or other entity affiliated with, owned in whole or in part by, employed by or otherwise connected with Referral Representative, shall directly or indirectly, without the express written consent of HTDNET, divulge, use, sell, exchange, furnish, give away, or transfer in any way any Confidential Information (as hereinafter defined) of HTDNET. The provisions of this Section shall survive the expiration or termination of this Agreement.
b) The obligations of confidentiality contained in this Section shall not apply to any information that: (a) was already known to Referral Representative, other than under any obligation of confidentiality, at the time of disclosure by the other party; (b) was or becomes generally available to the public or otherwise part of the public domain other than through any act or omission of Referral Representative in breach of this Agreement; (c) was disclosed to Referral Representative, other than under an obligation of confidentiality, by a third party who had no obligation to the other party not to disclose such information to others; (d) is independently developed by Referral Representative; or (e) is required to be disclosed under operation of law or governmental process. In the event Referral Representative is required to disclose HTDNET’s Confidential Information under operation of law or government process, Referral Representative shall provide HTDNET with reasonable advance notice prior to such disclosure.
9) Personally Identifiable Information. Notwithstanding anything in this Agreement to the contrary, Referral Representative hereby acknowledges that personally identifiable information (“PII”) relating to Prospects of the Service is subject to the subscriber privacy protections set forth in Section 631 of the Cable Communications Policy Act of 1984, as amended (47 U.S.C. Section 551). To the extent that HTDNET discloses any such personally identifiable information (PII) to Referral Representative, it does so in recognition of the services being provided by Referral Representative hereunder and in furtherance of HTDNET’s legitimate business activities related to such services. Referral Representative hereby agrees that it shall use such information solely for the purposes of this Agreement, and restrict disclosure of PII to those employees with a need to know and shall not further disclose such information to any third party. Referral Representative shall not use PII of any Prospect for any other purposes, including without limitation, to market Referral Representative’s products and services, unless first approved in writing by such Prospect. Referral Representative hereby acknowledges that the breach by Referral Representative of any of its obligations under this Section cannot be reasonably or adequately compensated in damages in any action at law and that a breach of this provision by Referral Representative will cause HTDNET irreparable harm. Referral Representative agrees that in the event of a breach or threatened breach of this provision, HTDNET shall be entitled to injunctive and other equitable relief. The provisions of this Section shall survive the expiration or termination of this Agreement.
10) Interference with Contract. Referral Representative, its affiliates and subsidiaries, and their respective employees and agents, hereby agree that they shall not intentionally induce, influence or suggest that any Prospect purchase, contract for, or switch to any non-HTDNET service which would replace Service while such Prospect is under contract with HTDNET. This requirement shall exist for the term of the Agreement plus one (1) year. In no event shall Referral Representative use Confidential Information of HTDNET at any time during or after the term hereof, for any of the foregoing described prohibited activities. HTDNET shall have the right to enforce the terms of this Agreement, by obtaining an injunction or specific performance from any court of competent jurisdiction. The remedies set forth herein are cumulative and are in addition to, and not in limitation of, other remedies available at law or in equity. None of the remedies specified in this Agreement for any default or breach of this Agreement shall be exclusive. The provisions and remedies of this Section shall survive the expiration or termination of this Agreement.
11) Term, Termination, Account Deactivation, Effect of Termination.
a) This Agreement shall be effective as of the Effective Date and, unless terminated sooner in accordance with its terms, shall continue for a period of twelve (12) months. Thereafter, this Agreement shall continue on a month-to-month basis, unless and until either party provides the other party with written notice of its intent not to renew at least thirty (30) days prior to the requested date of termination.
b) Either party may, at its election, terminate this Agreement, immediately if an order by any court or governmental authority with proper jurisdiction deems the activities of either party to be in conflict with an applicable law, rule or regulation, or if HTDNET loses any authorization, franchise or permit necessary to provide the Services. Either party may, at its election, terminate this Agreement if material breach by the other party occurs, and such material breach continues uncured for a period of thirty (30) days after written notice from the non-breaching party.
c) Notwithstanding anything to the contrary herein, either party may at any time with or without cause or for convenience, terminate this Agreement by providing at least thirty (30) days prior written notice of such intent to the other party.
d) If Referral Representative does not submit a referral within any twelve (12) month period, HTDNET shall have the right to deactivate Referral Representative’s account and, thereafter, HTDNET shall have no further obligation or liability to Referral Representative under this Agreement. If Referral Representative chooses to reactivate its account following such deactivation, Referral Representative will comply with the “returning partner” requirements established by HTDNET at that time.
12) Indemnification. Referral Representative shall indemnify, defend and hold harmless HTDNET and its parents, affiliates and subsidiaries, and its and their directors, officers, employees, agents and/or assignees against any liability from any third-party claims, actions, causes of actions or demands arising out of (i) the conduct of Referral Representative’s business, including without limitation, with respect to any disputes between customer(s); and (ii) Referral Representative’s breach or violation of any representation, warranty, covenant or any other terms of this Agreement.
13) Limitation of Liability. EXCEPT WITH RESPECT TO INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS HEREUNDER, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR OTHER SPECIAL DAMAGES TO THE OTHER PARTY INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, REVENUES OR GOODWILL, HOWEVER CAUSED, WHETHER FOR BREACH OF CONTRACT, NEGLIGENCE OR OTHERWISE, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. THIS LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN.
14) Representations and Warranties. Both parties represent and warrant that (i) the execution, delivery and/or performance of this Agreement will not knowingly conflict with or result in any breach of any provision of the charter, by-laws or other governing instruments of the party or any material agreement, contract or legally binding commitment or arrangement to which either party is a party; (ii) to its knowledge, each party is not subject to any limitation or restriction that would prohibit, restrict or impede the performance of its obligations under this Agreement; and (iii) both parties shall materially comply with all laws, rules and regulations applicable to its business and its performance of its duties hereunder.
a) This Agreement shall at all times be subject to (i) changes or modifications to comply with, and (ii) any necessary approvals of, local state and federal regulatory agencies having jurisdiction over the provision of the Services in the Territory.
b) This Agreement shall be interpreted under and governed by the laws of the Commonwealth of Virginia, without regard to conflict of laws principles.
c) No provision (or part thereof) of this Agreement which shall be declared invalid or unenforceable by a final non-appeasable ruling by a court or agency of competent jurisdiction shall in any way invalidate any other provision of this Agreement, all of which shall continue in full force and effect.
d) The rights of HTDNET and Referral Representative hereunder are cumulative, and no exercise or enforcement by either party hereto of any right or remedy hereunder shall preclude the exercise or enforcement by such party of any right or remedy hereunder or any right or remedy to which it is entitled by law. Neither HTDNET nor Referral Representative shall be deemed to have waived any of its rights under the Agreement by virtue of any failure or refusal by that party to exercise any right under the Agreement or to require full compliance by the other party with its obligations under the Agreement.
e) Neither HTDNET nor Referral Representative shall be liable for loss or damage or be deemed to be in breach of this Agreement if its failure to perform its obligations results from acts of God, fires, strikes, embargoes, war, insurrection, riot, and other causes beyond the reasonable control of the party. Any delay resulting from any of said causes shall extend performance accordingly or excuse performance, in whole or in part, as may be reasonable.
f) Referral Representative agrees that it shall not at any time during the term of this Agreement or any renewal hereof, directly or indirectly, make, publish or otherwise communicate through any medium any deleterious or disparaging remarks concerning HTDNET, HTDNET’s Marks (as defined in Section 7 hereof), HTDNET’s customers, Prospects or any product or service offered or provided by HTDNET or the cable industry generally. Referral Representative acknowledges and agrees that HTDNET shall be entitled to injunctive and other equitable relief in the event of a breach or threatened breach of the foregoing described non-disparagement obligations. For purposes if this Section 15(f), references to HTDNET, shall include HTDNET, its parents, subsidiaries, affiliates and their respective officers, directors and employees.
g) The exhibits and schedules to this Agreement are a part of this Agreement, which constitutes the entire agreement of the parties, and there are no other oral or written understandings or agreements between HTDNET and Referral Representative relating to the subject matter hereof. All prior or contemporaneous agreements, proposals, understanding and communications between HTDNET and Referral Representative regarding the subject matter hereof, whether oral or written, are superseded by this Agreement.
h) Referral Representative may not assign or otherwise transfer this Agreement (including by merger or operation of law) without the prior written approval of HTDNET, which consent shall not be unreasonably withheld. Subject to the foregoing, this Agreement shall be binding upon the parties hereto and their respective successors and assigns.
i) The following provisions shall survive the expiration and termination of this Agreement: Sections 7, 8, 9, 10 and 12 and 13, and such other sections, schedules or exhibits hereto, that by their terms, may reasonably be expected to survive such expiration or termination.
j) HTDNET may revise this Agreement, in its sole discretion, upon thirty (30) days prior notice, which notice may be provided through the website for this HTDNET Referral Program (the “Program”), mail, electronic mail or such other method as determined by HTDNET.
k) All notices required to be given under this Agreement must be given in writing and delivered either by hand delivery, by certified mail, return receipt requested, postage pre-paid, or by Federal Express or other recognized overnight delivery service, all delivery charges pre-paid, and addressed to the parties’ addresses referenced here:
4712 Dumfries Road
Catlett, VA 20119
Attn: Legal and Compliance
By clicking the “Submit” button for referrals, you are accepting this Agreement with HTDNET.
COMMISSION RATES AND RELATED TERMS AND CONDITIONS
COMMISSION TERMS AND CONDITIONS:
1. During the term of the Agreement and subject to the referral submitted by Referral Representative (the “Referral”) meeting the requirements set forth in this Schedule 1 and the Agreement, HTDNET will pay Referral Representative a one-time Commission payment at the rates specified below for installation of an Eligible Service to a Prospect location (a “Service Location”) within the Territory that results directly from Referral Representative’s submission of the Referral. In the event of any conflict between this Schedule 1 and the Agreement, this Schedule 1 shall control. For purposes of this Schedule 1, “Eligible Service” shall mean any HTDNET Service set forth on Exhibit A of the Agreement.
2. Each of the following requirements must be met for a Referral to be eligible for Commission: (a) The Referral Form for the referred Prospect must be submitted by Referral Representative prior to any sales activity by any HTDNET Sales Representative or other referral source with regard to the Prospect. If multiple referrals are received for the same Prospect, only one Commission will be provided for the Prospect based on the party that first provided the referral, as determined by HTDNET in its sole discretion.
一 (b) The Prospect must meet the following requirements: i) The Prospect must either (i) not have been a HTDNET Customer within one hundred and twenty (120) days of the date that the Referring Representative submits a referral for the Prospect (a “New HTDNET Customer”) or (ii) be an existing HTDNET Customer that completes an Eligible Service Addition (defined below) (an “Eligible Existing HTDNET Customer”);
一 ii) For referrals of a New HTDNET Customer, the Prospect must sign at least a one (1) year minimum term agreement for an Eligible Service. The Prospect must activate such Eligible Service(s) within twelve (2) months from the date that the Referral Representative submits the Referral Form to HTDNET;
一 iii) For referrals of an Eligible Existing HTDNET ¬, the Prospect must sign at least a one (1) year service agreement with HTDNET for one or more Eligible Services from a different Line of Service (defined below) than the services that the Eligible Existing HTDNET Customer was receiving at the time of the Referral or add an Eligible Service from an existing Line of Service at a new business location (each referred to as an “Eligible Service Addition”). The Prospect must activate such Eligible Service(s) within twelve (2) months from the date that the Referral Representative submits the Referral Form to HTDNET, with an account in good standing. For purposes of this section, the “Exhibit A” details HTDNET Lines of Service:
* This service is subject to heightened regulatory requirements. It is not a security service and does not include professional monitoring. Referral Representative is reminded of the restrictions contained in Sections 4 and 7 of the Agreement, which strictly prohibit Referral
一 iv) The Service Location for the Prospect must be within the Territory.
一 v) Prospect must be accepted by HTDNET (i.e., meet applicable credit, serviceability, and equipment requirements).
一 vi) Prospect must not have terminated (i.e., “deactivated”) any HTDNET Business Services on more than two (2) previous occasions.
一 vii) Any Referral for a municipal, local, state or federal government entity or E-Rate customer will not be eligible for Commission.
一 (c) No Commission shall be payable for any transfers of current HTDNET Customer accounts from one or more existing Service Locations to one or more new Service Locations or Upgrades to existing HTDNET Business services. For purposes of this Schedule 1, “Upgrades” shall mean changing from one Eligible Service within a Line of Service to another Eligible Service within the same Line of Service or upgrading a performance tier of an Eligible Service.
一 (d) In order to be eligible for Commission, the Eligible Service must be installed at all Prospect Service Locations, with equipment meeting HTDNET’s specifications, and under HTDNET’s standard Service agreement(s), and the Prospect must satisfy the requirements set forth in Section 3 of the below Commission Rates and Payment terms and conditions.
一 (e) No Commission shall be payable for any re-starts of customer accounts less than 30 days from the date that the account was disconnected.
一 (f) No Commission shall be payable to the Referral Representative if a HTDNET sales representative that is a family member of the Referral Representative is also entitled to a commission or other similar form of compensation related to the sale of the Eligible Service to the Prospect. For purposes of this Schedule 1, “family member” includes spouse, domestic partner, parent, step-parent, grandparent, step-grandparent, sibling, step-sibling, step-parent of a spouse or domestic partner, child, step-child, grandchild, step-grandchild, guardian, niece, nephew, cousin, uncle, aunt or in-law of any of the above.
Representative from (a) conducting any advertising or marketing campaigns (including email blasts and direct mail) related to any HTDNET Services, and (b) using the “HTDNET” name or any HTDNET service or trademark.
3. Referral Representative must meet the following requirements in order to be eligible to receive a Commission: (a) Referral Representative must not have been a HTDNET employee within the twelve (12) month period prior to the submission of the Referral Form.
(b) Referral Representative must provide a valid Tax ID and also submit a W9 to HTDNET to receive any Commission pursuant to the Agreement.
(c) Referral Representative may not have any affiliation with or financial interest in the Prospect (including but not limited to being an employee or owner of the Prospect or have a family member that is an employee or owner of such Prospect).
(d) Referral Representative may not have any affiliation, whether familiar or otherwise, with any HTDNET employee. Referral Representative must confirm that no such affiliations exist with any HTDNET employee in Referral Representative’s initial registration form submitted for participation in the Program.
4. HTDNET may revise this Schedule 1, including without limitation, increasing or decreasing Commissions, adding or deleting Eligible Services and revising other Schedule 1 terms and conditions upon thirty (30) days prior notice, which notice may be provided through the website for this Program, mail, electronic mail or such other method as determined by HTDNET.
5. HTDNET’s tracking of installations and payments by the Prospect shall determine when a Commission is owed.
6. Notwithstanding anything in this Agreement to the contrary, upon termination or expiration of the Agreement (other than a termination for a breach by Referral Representative), Referral Representative may receive any Commission earned through the date of termination in accordance with the terms and conditions of this Agreement, and, thereafter, HTDNET shall have no further payment obligation to Referral Representative in connection with the Agreement.
COMMISSION RATES AND PAYMENT:
1. For Referrals that meet the qualifications in the Agreement, including the requirements of this Schedule 1, Referral Representative shall be entitled to a one-time Commission equal to the offer specified at the time the Eligible Service that was the subject of the Referral.
2. Except as otherwise permitted by HTDNET in its sole discretion, in no event shall HTDNET pay more than one Commission or similar form of compensation for the same referred Prospect for the same Eligible Service at the same Service Location. HTDNET shall not pay more than Two Hundred Dollars ($200.00) in Commission/Rewards in total for each referred Prospect.
3. HTDNET shall endeavor to pay the Referral Representative the Commission within sixty (60) days of the end of the calendar month following completion of the below requirements:
(a) For Prospects only, and so long as such Prospect’s account is in good standing, after (i) the Eligible Service has been installed at the Service Location of such SMB Prospect in accordance with the above Section 2(d) of the Commission Terms and Conditions, and (ii) the Prospect completes payment of the first billing invoice for the Eligible Services that were the subject of the Referral; provided, however, that no Commission will be payable for a Prospect whose first billing invoice remains unpaid, in its entirety, for more than ninety (90) days from the date of the applicable Eligible Service installation.
4. Commission payments for approved referrals will be attempted for six (6) months from the date the applicable Eligible Service is installed at the Service Location. If Commissions are not claimed with such six (6) month period, they will become voided from the Referral Representative’s Partner Account and HTDNET shall have no further payment obligation with regard to such unclaimed Commission.
5. HTDNET reserves the right to monitor all Referral Program activity and to withhold payment of any Commission(s) if HTDNET believes that any Commission(s) were paid to Referral Representative where the Referral did not comply with the terms of the Agreement including this Schedule 1.