referral partner terms

PLEASE READ THIS AGREEMENT CAREFULLY. This Agreement governs your participation in olive’s Referral Partner Program (as defined below) and is a binding legal commitment between olive, Inc. (“olive”) and you or the entity you represent (“you,” “You,” or “Partner”).

This Agreement takes effect when you are accepted into the Referral Partner Program via email confirmation from olive (the “Effective Date”). olive and Partner are sometimes referred to individually as a “Party” and collectively as the “Parties.”

You must read, agree with, and accept all of the terms and conditions contained in this Agreement before you may participate in the Referral Partner Program.

BY PARTICIPATING IN OR PERFORMING ANY ACTIVITIES IN FURTHERANCE OF THE REFERRAL PARTNER PROGRAM, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, AND (2) YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THE ENTITY YOU REPRESENT THAT IS SEEKING TO PARTICIPATE IN THE REFERRAL PARTNER PROGRAM, AND TO BIND THAT ENTITY TO THIS AGREEMENT.

1. Definitions: Capitalized terms shall have the meanings set forth in this section, or in the section where they are first used.

1.1 “Active Referral Partner” means a services provider who has: (i) agreed to this Agreement, (ii) completed all necessary Referral Partner Program requirements, (iii) is in good standing with olive

1.2 “Referral Partner Program” means olive’s program for agencies, consultants, and other service providers who refer potential customers to olive.

1.3 “Referral Services” means a Partner who recommends olive to actual or potential sales prospects.

1.4 “Lead” means a sales prospect for olive, identified by referral email introduction.

1.5 “Qualified Referral” means a Lead, which olive determines at its reasonable discretion meets the Qualified Referral Requirements and for which Partner is eligible to receive a Referral Fee.

1.6 “Referral Fees” means the commission payments payable to Partner under this Agreement.

1.7 “olive Customer” means any individual or entity who has a current paid subscription for any of the available Olive Products.

REFERRAL PROCESS.

2.1 Registration and Acceptance. To apply to join the Referral Partner Program, Partner must complete and submit an application, affirmatively accept and acknowledge this Agreement, and complete any related forms as requested by olive. olive will review Partner’s application and notify Partner of acceptance via email.

2.2 Lead Qualification. olive will review Leads submitted by Partner to determine whether the Lead meets the Qualified Referral Requirements. olive will notify Partner via email whether olive accepts or rejects a Lead as a Qualified Referral.

2.3 Referral Fees. Partner becomes eligible to receive certain fees upon conversion of any Qualified Referrals into paying olive Customers with a paid subscription for one or multiple Olive Products. Referral Fees are calculated based on the subscription fees Olive actually receives, net of any discounts, taxes payable, and subsequent refunds.

2.4 Limitations and Exclusions:
No commission is due if:
a) olive had prior contact with the lead before the Referrer’s introduction.
b) The lead does not engage in a paid agreement with the olive within 3 months of the introduction.
c) The Referrer introduces a lead that is already a customer of olive.
d) The lead ends it’s contract with olive before the first 3 monthly invoices have been paid.

REFERRAL FEE (COMMISSION)

3.1. If a qualified referral results in a contract between olive and the lead, olive shall pay the active referral partner a commission of twenty percent (20%) of the total fees collected by olive from the referred lead for the first 24 months of business.

3.2. The commission shall be calculated based on actual payments received from the lead, excluding taxes, refunds, chargebacks, or other deductions. The commission is only related to the initial contract signed and does not include any additional revenue received from the hotel (ex. additional products or services sold).

3.3. Payment of any commission to the partner shall take place quarterly in arrears within 45 days after the end of the each calendar quarter.

INTELLECTUAL PROPERTY LICENSES AND OWNERSHIP.

4.1 Ownership. olive retains all right, title, and interest in and to its Brand Features, the olive Products, and all Intellectual Property Rights related to any of the foregoing.

4.2 Confidentiality. Both parties agree to keep confidential any proprietary or business information shared during the course of this Agreement.

TERM; TERMINATION.

5.1 Term. The term of this Agreement shall be one (2) year from the Effective Date unless terminated earlier.

5.2 Termination. Either Party may terminate this Agreement immediately upon notice by either party with 30 days’ written notice

5.3 olive reserves the right to modify commission rates from time to time at its discretion by providing Partner with 30 days written notice. However, commission changes only affect sales to referrals registered 30 days after the date of the notice provided by olive. In the event of any dispute over Fees, olive’s determination under this Agreement will be final and binding.

MISCELLANEOUS.

6.1 Entire Agreement: This Agreement represents the entire understanding between the parties and supersedes all prior agreements, whether written or oral.

6.2 Governing Law. This Agreement shall be governed by the laws of the State of California.

6.3 Amendments: Any modifications to this Agreement must be in writing and signed by both parties.

For any questions, please contact us at hello@tryolive.com.

Last Updated: March 18, 2025
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