Agreement for Qwest Referral Program

1.        General.

a.                    This agreement (“Agreement”) is made between Qwest Services Corporation (“Qwest”) and any person (collectively “you”, “your” or “I”) who completes the registration process to participate in the Qwest Referral Program (the “Program”).  This Agreement establishes the non-exclusive terms and conditions under which you shall register as a sales lead agent with Qwest for the purpose of identifying and submitting a “Lead Referral” (as defined hereafter) to Qwest for compensation. 

b.                    BY CLICKING THE ACCEPTANCE BUTTON OR PARTICIPATING IN THE PROGRAM, YOU EXPRESSLY AGREE TO AND CONSENT TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT.  IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THE BUTTON INDICATING NON-ACCEPTANCE MUST BE SELECTED, AND YOU MAY NOT PARTICIPATE IN THE PROGRAM.

c.        As used herein, a “Lead Referral” shall refer to a sales lead provided by you to Qwest regarding which: 

(1)     you register on this website to participate in the Program and submit to Qwest via this website a completed “Lead Referral Form” identifying a prospective customer (“Prospective Customer”) who might be interested in receiving Services from Qwest; and

(2)     is a “warm” lead as defined in the Program Frequently Asked Questions (FAQs) posted on the website.

(3)         Prospective Customer subscribes to such Services within one hundred twenty (120) days from Qwest’s receipt of the Lead Referral Form.

d.        Notwithstanding Section1.c, a Lead Referral shall not include any consumer.

e.        Qwest has no obligation to pursue or take any action on any Lead Referral submitted by you.

f.         As used herein, “Services” shall refer to those telecommunications and multimedia services provided pursuant to Qwest’s standard business service products (all Qwest products and services shall collectively be referred to as “Services”). Qwest reserves the right to modify, add to or delete Services at its sole option.

2.     Compensation. Qwest agrees to pay you for a Lead Referral accepted by Qwest after the signing of an agreement between the Prospective Customer and Qwest and pursuant to the Commission Schedule which is posted on the website at http://www.qwestreferral.com.   

3.        Relationship of the Parties. You agree that there is no employer-employee relationship, joint venture, partnership or agency created by this agreement.    You have no authority to act for, or on behalf of Qwest and are not authorized to bind Qwest in any manner whatsoever.

4.        Use of Marketing Materials. You shall only use Qwest-approved marketing materials (“Marketing Materials”) and shall not develop or use any other product literature or modify any materials provided by Qwest.  Marketing Materials are posted on the website. You shall make no representations or warranties relating to the Services except as set forth in the Marketing Materials.

5.        Limitation of Liability.

a.        Qwest shall have no liability to you for commissions that might have been earned hereunder but for the inability or failure of Qwest to provide Services to any Prospective Customer or in the event of discontinuation or modification of the Services.

b.        TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, Qwest SHALL NOT BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DIRECT, SPECIAL, INDIRECT, CONSEQUENTIAL DAMAGES, WHETHER OR NOT FORESEEABLE, OR PUNITIVE DAMAGES. YOUR SOLE AND EXCLUSIVE REMEDY HEREUNDER SHALL BE FOR YOU TO DISCONTINUE YOUR PARTICIPATION IN THE PROGRAM AND TERMINATE THIS AGREEMENT.

6.        Indemnification. You agree to defend, indemnify and hold harmless Qwest, its affiliates, and contractors from any and all third party claims, liabilities, costs and expenses, including reasonable attorneys' fees, arising from or related to (a) this Agreement and (b) your participation in the Program.

7.        Representations and Warranties. You represent and warrant to Qwest that: (a) you are over the age of eighteen (18) and have the power and authority to enter into and perform your obligations under this Agreement; (b) you shall comply with all terms and conditions of this Agreement; (c) you will conduct yourself in a professional manner and will not make any false, misleading or disparaging statements regarding any Qwest competitor or any other individual or organization as it relates to any activity associated with the Program; (d) you have provided accurate and complete registration information, including your legal name, address and telephone number; and (e) you are not a subagent of a Qwest Business Partner who is not participating in the Program.

8.        Termination. This Agreement is effective upon your acceptance as set forth herein and shall continue in full force until terminated.  Qwest reserves the right, in its sole discretion and without notice, at any time and for any reason, to: (a) remove or disable access to all or any portion of the Program; (b) modify or discontinue the Program; (c) suspend your access to use of all or any portion of the Program; and (d) terminate this Agreement.

9.        Miscellaneous.

a.        Neither you nor Qwest shall be liable for loss or damage or deemed to be in breach of this Agreement if the failure to perform an obligation results from (a) compliance with any law, ruling, order, regulation, requirement of any federal, state or municipal government or department or agency thereof or court of competent jurisdiction; (b) acts of God; (c) acts or omissions of the other party; (d) fires, strikes, war, insurrection or riot; (e) or any other cause beyond that party’s reasonable control.  Any resulting delay shall extend performance accordingly or excuse performance, in whole or in part, as may be reasonable.

b.        The terms and conditions of this Agreement are applicable to the Program only and do not supercede the terms and conditions in any Master Representative Agreement, or similar agreement between you and Qwest.

c.        No provision of this Agreement which may be deemed unenforceable shall in any way invalidate any other provisions of this Agreement, all of which shall remain in full force and effect.

d.        This Agreement shall be governed by the domestic laws of the State of New York and constitutes the entire Agreement between you and Qwest with respect to the subject matter hereof.