Terms and Conditions

PASSPORT REFERRAL PROGRAM TERMS AND CONDITIONS.

These Passport Referral Program Terms and Conditions consist of the Terms and Conditions provided below together with the “Join Our Go Global Champions Program” website page located at www.passportglobal.com/refer (collectively, these “Terms”) and govern Passport’s Go Global Champions Referral Program (the “Referral Program”).  In the event you make a referral to Passport Global Inc. (“Passport,” “we,” “our,” or “us”) pursuant to the Referral Program, you agree to these Terms. 

We reserve the right to modify these Terms or suspend or terminate the Referral Program at any time upon posting, and such modifications will have immediate effect with respect to any future referrals you may provide to Passport.  Any changes to the Referral Program or these Terms shall not affect any amounts due to you for existing Accepted Leads. 

Please review these Terms carefully, by participating in the Referral Program and making a referral to Passport, you agree to these Terms, which include a binding arbitration provision and other limitations on your remedies. 

1. Lead Registration. You may register leads with Passport by completing the online form available at our “Join Our Go Global Champions Program” website page (located at www.passportglobal.com/refer).  Passport will accept or reject a submitted lead within a reasonable amount of time (to be decided by Passport) following receipt and if accepted shall enter you as the lead source for such prospective customer at which point such contact will be an “Accepted Lead”.  The submission of the lead must be accompanied by an explanation of the relationship between you and the submitted lead and a justification that demonstrates that the lead has a near-term need for Passport’s services. Passport will have no obligation to you under these Terms if: (a) the prospective customer is already under contract to receive products or services from Passport; (b) if a third party introduces a prospective customer or refers a prospective customer to Passport before a lead referring to the same prospective customer is provided by you to Passport; (c) if Passport has already entered into discussion with or has an open opportunity with the prospective customer; or (d) is a subsidiary or affiliate of any of the preceding.  The submitted lead should be an employee or officer at the prospective customer who has buying authority for Passport’s services (e.g., a CEO, CFO, CTO or COO).  You are not eligible to receive a Referral Fee for any lead submitted with respect to your own employer. 

1. Eligibility. To be eligible to receive a Referral Fee (defined below), you must: (1) register a lead as provided in paragraph 1 above; (2) cooperate with us to introduce us to the Accepted Lead (including, if requested by Passport, being available for a call with Passport and the Accepted Lead); and (3) that Accepted Lead must successfully complete a thirty (30) minute buyer introductory demonstration call with us within three (3) months of the Accepted Lead (the “Referral Fee Event”). If more than one person introduces us to the same Accepted Lead, we reserve the right, in our sole discretion, to determine to whom the Referral Fee should be paid.
2. Referral Fee. Subject to these Terms, we will pay you a one-time $500.00 fee (the “Referral Fee”) within sixty (60) days of the applicable Referral Fee Event. All Referral Fees will be paid in US Dollars via cash Gift Card; however, we reserve the right to change the method of payment at any time. You are solely responsible for remitting all taxes associated with any Referral Fees and Passport may be required to receive applicable tax documentation, such as an IRS Form W-9, from you in order to make payments of Referral Fees to you.  In the event your employer’s code of conduct or gifting policy prohibits Passport from providing the Referral Fee to you, in Passport’s sole, reasonable discretion, you agree that Passport may provide the Referral Fee as a $500 credit to your employer towards your employer’s subscription to Passport’s services.
3. Restrictions. While participating in the Referral Program and marketing Passport’s services, you shall not: (a) sell, resell, distribute, license or sublicense our products directly to any lead; (b) make any statements concerning our products that are false or misleading; (c) distribute any unsolicited bulk emails (spam) mentioning or referring to our products; or (d) engage in any illegal, deceptive or unethical trade practices or any act that might harm Passport’s reputation. Additionally, you have no authority to: (i) negotiate any contract on our behalf; (ii) represent yourself as an agent of us; or (iii) bind us to any contract, warranty, representation or understanding concerning us or our products, or any other products or services offered by us. The Referral Program is not open to current Passport employees or their immediate family. In addition, you may not participate in the Referral Program if it, or any of its terms, violates or conflicts with any agreement or policy adopted or instituted by your employer.
4. Indemnity. You shall indemnify, defend, and hold us and our subsidiaries, affiliates, officers and employees harmless from and against any and all liabilities, losses, damages, costs, fees, and expenses (including reasonable attorneys’ fees) arising out of any claim or action related to your violation of these Terms including, without limitation, the restrictions set forth in Section 4 above.
5. Relationship of the Parties. The parties are independent contractors, and no agency, joint venture or employee-employer relationship is created by these Terms. You agree that Passport (and/or its affiliates) is the exclusive owner of all trademarks and trade names relating to the products and services provided by Passport, and you acquire no propriety or other rights with respect to such trade names, trademarks or other intellectual property of Passport.   
6. Limitations of Liability. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT OR OTHERWISE, SHALL PASSPORT, ITS SUCCESSORS OR ASSIGNS, BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES WHATSOEVER ARISING OUT OF THIS AGREEMENT, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND IN NO EVENT SHALL PASSPORT’S TOTAL LIABILITY ARISING OUT OF ANY CLAIM OR CAUSE UNDER THIS AGREEMENT EXCEED THE REFERRAL FEES PAID OR PAYABLE HEREUNDER FOR THE TWELVE-MONTH PERIOD PRECEEDING THE CLAIM THAT GAVE RISE TO THE LIABILITY. 
7. Governing Law; Venue. Arbitration. These Terms are governed by the laws of the jurisdictions based on your primary location as set forth below, without regard to conflicts of laws provisions. If you are based in the U.S: New York State law. If you are based outside of the U.S: England and Wales law. By participating in the Referral Program, you agree that any controversy, claim, action, or dispute between us arising out of or relating to: the Referral Program, these Terms, or the breach thereof shall be resolved exclusively through binding individual arbitration administered by the American Arbitration Association in accordance with its applicable rules. Claims shall be heard by a single arbitrator. Arbitrations shall be held in New York County, New York, but the parties may choose whether to appear in person, by phone, or through the submission of documents. The arbitration shall be governed by the Federal Arbitration Act (“FAA”).  Any disputes in this regard shall be resolved exclusively by an arbitrator. If, but only if, the arbitrator determines the FAA does not apply, the governing law above governing arbitration agreements will apply. All disputes alleging these arbitration provisions are unenforceable, unconscionable, applicable, valid, void or voidable shall be determined exclusively by an arbitrator, and not by any court. You agree that you may bring or participate in claims only in your respective individual capacity, and not as a plaintiff or class member in any purported class, consolidated, or representative proceeding, whether in arbitration or otherwise. Unless we both agree in writing, the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated and may not otherwise preside over any form of a representative or class proceeding.