Muvi Referral Agreement

This Referral Agreement (“Agreement”) is between Muvi LLC, a Delaware limited liability company (“Muvi”), and you (“you” or “Applicant”) in the application to join Muvi’s Referral Program detailed in this Agreement (“Program”). Muvi offers a unique media platform and service that allows it’s customers to create a fully managed, end-to-end media solution for immediate distribution to their end-users. (the “Muvi Service”). Applicant wishes to promote, market and advertise the Muvi Service to potential Muvi customers (“Referrals”) through its website(s) and other marketing channels, in accordance with Muvi’s Referral Program (“Program”). By accepting this Agreement, either by clicking a box indicating your acceptance or by executing an application form that references this Agreement, you agree to the terms of the Agreement. Upon Muvi’s receipt of Applicant’s acceptance of the Agreement, this Agreement will become effective and binding on the parties on the date Muvi accepts Applicant in writing as a referral partner (“Effective Date”). This Agreement includes and incorporates the above Application, as well as the Referral Terms and Conditions (available at [INSERT URL]) and contains, among other things, a mandatory individual arbitration and class action/jury trial waiver provision that requires the use of arbitration on an individual basis to resolve disputes, rather than jury trials or class actions, warranty disclaimers, liability limitations and use limitations.

Referral Terms and Conditions

    1. Subject to this Agreement and its terms, Muvi hereby grants to you a free, non-exclusive, non-transferable and revocable license (“License”) to market, demonstrate, and promote the Muvi Service to Referrals, and to use the Muvi trademarks, logos and URLs provided by Muvi (“Licensed Marks,” as may be amended by Muvi from time to time), and associated materials, language or code for the sole purpose of promoting the Muvi Service (collectively, “Marketing Materials”).
    2. The license to use the Licensed Marks granted herein is subject to Muvi’s Trademark Usage Guidelines (“Guidelines”)(which can be found at, incorporated here by reference, as updated from time to time by Muvi at its sole discretion. Muvi may revoke this license at any time by giving you a written notice (including via email). A complete list of Muvi’s trademarks and logos (“Muvi Marks”) is included in the Guidelines.
    1. The Program. To participate in the Program, you must complete the online application for participation in the Program found on Muvi’s website (“Site”) and enter this Agreement. Muvi may accept or reject any application at its sole discretion.
    2. Legal Agreements. As part of your participation in the Program and in acting as Muvi’s referral partner, you hereby agree and consent to the terms of this Agreement and the Program, the Guidelines, and any other requests and rules set by Muvi from time to time, in its reasonable discretion, in connection with your ongoing participation in the Program and promotion of the Muvi Service to Referrals. In all your activities under this Agreement, and specifically such activities relating to your promotion of the Muvi Service, you shall cooperate with Muvi and act in good faith. In entering this Agreement you further recognize and accept the terms and rules set in Muvi’s Terms of Service (“Terms,”found at and Muvi’s Privacy Policy (“Privacy Policy,” found at, as applicable to Muvi’s provision of the Muvi Service to Referrals, and particularly regarding your adherence to the Privacy Policy in all matters involving privacy of Referrals’ information.
    3. Promotion, Referral Activities. You agree to engage in continued, active promotion of the Muvi Service in various marketing channels using the Licensed Marks and Marketing Materials, and do so in compliance with the terms of this Agreement.
    4. Prohibited Activities. You agree not to associate Marketing Materials with content that is unlawful in any manner, or which is otherwise harmful, threatening, defamatory, obscene, offensive, harassing, sexually explicit, violent, discriminatory, or otherwise objectionable in Muvi’s sole discretion. you agree not to send unsolicited electronic messages to multiple unrelated recipients (“Spamming”) in promoting the Muvi Service, or otherwise to engage in any other form of mass electronic communications prohibited by law in connection with activities contemplated under this Agreement.
    5. Permissible Use of Muvi Marks.
      1. You expressly agree to comply with all the terms herein (particularly Section 5(c)) in using the Licensed Marks and in creating Marketing Materials.
      2. Through the Guidelines and otherwise, Muvi shall provide specifications and other instructions from time to time as to your permissible use of the Licensed Marks in creating Marketing Materials and promoting the Muvi Service. You further agree to comply with all such specifications and instructions.
      3. You shall ensure that all Licensed Marks appearing on your Marketing Materials are in the form approved by Muvi in the Guidelines or otherwise, shall not modify any Muvi Marks or otherwise substantially modify other Marketing Materials contrary to reasonable instructions provided by Muvi, and shall further comply with reasonable instructions from Muvi as to the form, content and display of Marketing Materials. Upon termination of this Agreement for any reason whatsoever, or upon written request by Muvi, the license granted herein shall expire and you shall immediately cease all your activities under this Agreement.
    6. Liabilities. You shall be solely responsible for your operations in acting under this Agreement, including, without limitation, the legality of your operations and materials, created and used in connection with this Agreement. Except for a claim alleging that a Muvi Mark violates a third party’s trademark rights, Muvi is not responsible for the development, operation or content of your Marketing Materials and you agree to defend, indemnify and hold Muvi harmless against any and all claims, actions, causes of action, damages, or expenses (including attorney fees) relating to the development, operation, content and maintenance of your Marketing Materials.
    7. Customer Relations. During and after the Initial Term and any Renewal Terms (as defined in Section 4 herein) (together, the “Term”), Muvi shall be the exclusive owner of all relations created via you among Muvi and Referrals with respect to the Muvi Service, including any and all information identifying Referrals who contract with Muvi for the use of the Muvi Service. The Subscriber Terms of Service, Privacy Policy, and Muvi’s rules and procedures for the Muvi Service (“Terms”) will apply to these Referrals and may be changed by Muvi without prior notice to you, and you agree to convey to Referrals the nature of their relations with Muvi under the Terms.
    1. “Qualified Referrals” means Referrals
      1. referred by you to Muvi and who complete the sign-up procedure in accordance with the procedure described in Section 3.2 below;
      2. of whom Muvi has no record in connection with the Muvi Service, or who are not, at the time referred to Muvi by you, in any contractual relations or ongoing negotiations with Muvi in connection with the Muvi Service;
      3. who accept the Subscriber Terms of Service and acquire within sixty (60) days of being referred to Muvi by you, at a Referral’s own discretion and without receiving any monetary or other incentive from you, at least amonthly subscriptions of any Muvi Service (each, as described at; and
      4. who are not rejected by Muvi, and make at least one payment to receive the Muvi Service. All Referrals will be deemed rejected by Muvi if they do not become a Qualified Referral within sixty (60) days of first being submitted to Muvi by Applicant. On a case by case basis, the Parties may mutually agree in writing (email sufficing) to waive or extend the sixty (60) day time limit for a particular Referral.
    2. Referral Procedure. You must register each Referral prior to the sale of a subscription. To register a Referral, you must provide via Muvi Partner Portal ( sent least the following information about each Referral: contact first name, contact last name, email, URL and company name (“Referral Registration”). If a Qualified Referral does not purchase the Muvi Service within sixty (60) days of becoming registered with us as a Qualified Referral, you will need to complete the registration process again in order to re-qualify for a Referral Fee for that Qualified Referral. We will, at our discretion, accept an order and provision the Muvi Service for the Qualified Referral. A Referral is not considered valid:
      1. if it is not registered,
      2. if it is not accepted,
      3. if it is expired, or
      4. after this Agreement is expired or terminated.

      Upon receiving each Referral Registration, Muvi shall send an email to the Referral’s email address indicated in the Referral Registration, detailing the steps to be taken towards registration to receive the Muvi Service and becoming a Qualified Referral. Muvi shall be responsible for the sales process to all Referrals, subject to the Parties’ continued good-faith cooperation in promoting the sales process to Referral.

    3. Commissions.
      1. Responsibilities. Muvi shall collect the fees for its platform and services (as defined in the Subscriber Terms of Service) directly from Referrals.
      2. Referral Fees. Upon a Referral becoming a Qualified Referral, Muvi shall pay Applicant referral fees in arrears in an amount equal to fifteen percent (15%) (“Referral Fee Percentage”) of the first year’s total platform and custom development fees received by Muvi from the Qualified Referral, exclusive of any infrastructure (storage, bandwidth) fee (“Referral Fees”). For clarity, you shall only receive Referral Fees on the revenue collectedfrom Qualified Referral for one year after it becomes a Muvi subscriber and only on the platform and custom development fee, NOT storage or bandwidth fee. Such Referral Fees shall become payable and be paid to you within thirty (30) days of the end of the calendar quarter in which Subscription Fees attributed to such Qualified Referrals are paid to Muvi. If a Qualified Referral terminates the Muvi Services prior to one year after becoming a Qualified Referral, you will only receive a pro-rata portion of the Referral Fees for the year in proportion to the Subscription Fees paid by Qualified Referral to Muvi.
      3. Associated Charges. You shall be responsible for payment of all taxes, duties, governmental charges and other like charges levied on the Referral Fees, and you shall indemnify, defend and hold Muvi harmless from and against any claims arising out or relating to all charges emanating from Muvi’s payment of Referral Fees.
    1. Initial Term. This Agreement shall become effective as of the Effective Date and shall continue for twelve (12) months thereafter (“Initial Term”), unless Muvi rejects your application to participate in the Program.
    2. Renewal Term. Following expiration of the Initial Term, this Agreement will be automatically renewed for additional consecutive terms of twelve (12) months (each, “Renewal Term”), unless a Party gives written notice of termination to the other Party at least thirty (30) days’ prior to the end of the Initial Term or any Renewal Term.
    3. Early Termination.
      1. Without Cause. Muvi shall have the right to terminate this Agreement at any time for any or no reason by giving ten (10) days prior written notice to you.
      2. For Cause. Either Party may terminate this Agreement at any time, effective immediately upon written notice to the other Party who has materially breached this Agreement, provided that prior to terminating this Agreement the terminating Party shall provide written notice of such material breach and thirty (30) days opportunity for the breaching Party to cure such breach.
      3. Effect of Termination. From and following the date of termination of this Agreement your rights under this Agreement shall terminate, and you shall not be entitled to receive any Referral Fees or any other payments under this Agreement other than commissions or payments earned or accrued prior to termination of this Agreement.
    1. Muvi’s Proprietary Rights. All intellectual property rights (such as but not limited to trademarks, trade names, logos, patents, copyrights, domain names and derivative rights) in Muvi Marks, the Muvi Service and related content and technology around the world (“Muvi IP Rights”) are and will remain the exclusive property of Muvi and yours subsidiary companies. The License granted by Muvi to you under Section 1 of the Agreement is granted solely under the terms of this Agreement and in furtherance of its objectives. Your right to use the Licensed Marks is at the discretion of Muvi and is subject to your compliance with the terms of this Agreement, Guidelines, and with all applicable laws and regulations. You agree to
      1. not use any Muvi IP Rights in any manner reasonably likely to breach this Agreement;
      2. not do anything contesting or impairing any Muvi IP Rights;
      3. not create or obtain any intellectual property rights (such as but not limited to trademarks, trade names, logos, patents, copyrights, domain names and derivative rights) that are substantially similar to any Muvi IP Rights;
      4. promptly notify Muvi of any unauthorized use of any Muvi IP Rights of which you have actual knowledge; and
      5. always use the Licensed Marks and any other Muvi Marks in compliance with the Guidelines. Muvi may perform periodic reviews of any Marketing Materials presented by you, and shall have the exclusive authority and discretion to order the removal and/or amendment of any Marketing Materials presented by you.

      We encourage you, as well as all customers and Referrals to comment on the Muvi Service, provide suggestions for improving it, and vote on suggestions they like. You agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into the Muvi Service, without payment to you.

    2. Referral’s Proprietary Rights. As between you and any Referral, the Referral will own and retain all rights to their data, including the data of their end users.
    1. As used herein, “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party“) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential. Confidential Information does not include any information that
      1. is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party or
      2. was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party. The Receiving Party shall:
        1. protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses with its own confidential information, but in no event less than reasonable care,
        2. not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement,
        3. not disclose Confidential Information of the Disclosing Party to any third party, and
        4. limit access to Confidential Information of the Disclosing Party to its employees, contractors and agents. The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process.
    1. Modification of Agreement. Muvi may modify this Agreement, from time-to-time at its reasonable discretion by posting a change on the Muvi Service or notifying you via email. The most recent version of this Agreement will always be available at If you object to any such change, you may terminate this Agreement for cause. Your continued participation in the Program following receipt of notice about changes to this Agreement shall constitute binding acceptance of this Agreement as amended.
    2. Assignment. Muvi may assign this Agreement at any time. You may not assign or transfer this Agreement without Muvi’s prior written consent, such consent not to be unreasonably withheld.
    3. No Waiver. Either Party’s failure to enforce the other Party’s strict performance of any provision of this Agreement will not constitute a waiver of the first Party’s right to subsequently enforce such provision or any other provision of this Agreement.
    4. Limited Warranty. Both Parties warrant that at all times during the Term they will comply with all applicable laws, regulations, codes of practice, as well as this Agreement, the Terms, Privacy Policy and Guidelines. During the Term and after its termination for any reason whatsoever, you expressly undertake not to do anything that might reasonably be expected to damage the business, interests or reputation of Muvi and will not make, publish or allow to be made or published any disparaging remarks concerning Muvi, its representatives, or the Muvi Service.
    5. Disclaimer of Warranty. Other than Muvi’s express warranty under the previous subsection (e), Muvi makes no other warranty, express or implied, of any kind and Muvi expressly disclaims any and all warranties and conditions, including but not limited to any implied warranty of merchantability, fitness for a particular purpose, availability, security, title, and/or non-infringement of the subject matter of this Agreement.
    6. Limitation of Liability. Neither Muvi nor any officer, employee, director or any other representative of Muvi shall be liable towards you or towards any third party, under or in connection with this Agreement or its termination, in contract, pre-contract, tort or otherwise for
      1. any economic loss (including loss of revenues, profits, contracts, business or anticipated savings) or
      2. any loss of goodwill or reputation.

      Such losses include, without limitation, any special, indirect, incidental, statutory, punitive or consequential losses or damages as well as any losses or damages caused by interruption of operations. Notwithstanding any other circumstances or understandings surrounding any relations among the Parties, Muvi’s entire liability to you under this Agreement shall not exceed $100.00 U.S. for any and all claims for damages of any kind made by you under this Agreement, and by entering this Agreement you recognize the limitations herein on Muvi’s liability.

    7. Independent Contractors. The Parties herein act on their own behalf as independent contractor. Nothing in this Agreement shall create any joint venture, agency, franchise, sales representative, employment or any other relationship between the Parties beyond the relations set out in this Agreement, and you are expressly precluded from acting on Muvi’s behalf. Your display of Licensed Marks under this Agreement, other content presented by you, or contact among you and third parties shall not misrepresent the relations described herein.
    8. Indemnification. You will indemnify, defend and hold Muvi and its subsidiaries, affiliates, officers and employees (the “Muvi Indemnified Parties”) harmless from and against any and all costs, liabilities, losses and expenses (including but not limited to reasonable attorneys’ fees) resulting from any claim, suit, action, demand or proceeding brought by any third party against the Muvi Indemnified Parties arising from any of the following:
      1. a breach of the Agreement by you;
      2. the negligence, gross negligence or willful misconduct of you or your employees, agents or contractors; or
      3. a failure by you or your employees, agents, contractors or invitees to comply with the laws and regulations referenced hereinbefore.
    9. Force Majeure. A Party shall not be obliged to perform any of its obligations herein if it is prevented from doing so by a situation of force majeure. “Force majeure” events shall include events beyond the reasonable control of the Parties, including acts of God, acts of government, acts of nature, strikes or riots, as well as improper performance by Muvi’s suppliers or defects in objects, materials or software of third parties. If a situation of force majeure lasts for more than thirty (30) days, either Party may terminate this agreement upon written notice to the other Party.
    10. Entire Agreement; Severability. This Agreement, including the Application and all Exhibits attached hereto, represents the entire agreement among the Parties regarding the subject matter thereof and the Parties’ respective obligations and commitments herein. No other documents, or oral or written agreements among the Parties reflect in any way on the agreements laid out in this Agreement. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.
    11. Anti-Bribery and Export Compliance. You agree not to promote, approach or submit Referrals, or use distribute, transfer, provide, sub-license, share with, or otherwise offer the Service in violation of any Laws or this Agreement, including, without limitation, the United States Foreign Corrupt Practices Act, the UK Bribery Act and similar anti-corruption statutes in all jurisdictions. Without limiting the foregoing, you will not knowingly directly or indirectly export, re-export, transfer, make available or release (collectively, “Export) the Service to any destination, person, entity or end use prohibited or restricted under US law without prior US government authorization to the extent required by regulation, including without limitation, any parties listed on any of the denied parties lists or specially designated nationals lists maintained under the EAR or the Security, and the Foreign Asset Control Regulations (31 CFR 500 et seq.) administered by the US Department of Treasury, Office of Foreign Assets Control without appropriate US government authorization to the extent required by regulation. Compliance with the trade laws of other countries pertaining to the Export, import, use, or distribution of the Service to Customers and End Users is your responsibility.
    12. Non-Disparagement. During the Term and for five (5) years thereafter, you agree that you will not disparage Muvi or any of its officers, directors or employees or otherwise take any action that could reasonably be expected to adversely affect Muvi’s reputation. For purposes of this Agreement, “disparage” shall mean any negative statement, whether written or oral, about Muvi or any its officers, directors or employees. The Parties agree and acknowledge that this non-disparagement provision is a material term of this Agreement, the absence of which would have resulted in the Muvi refusing to enter into this Agreement.
    13. Non-Solicitation. You agree not to intentionally solicit for employment any of our employees or contractors during the term of this Agreement and for a period of twelve (12) months following the termination or expiration of this Agreement. Both you and we acknowledge that
      1. any newspaper or other public solicitation not directed specifically to such person shall not be deemed to be a solicitation for purposes of this provision, and
      2. this provision is not intended to limit the mobility of either our employees or contractors.
    14. Non-Exclusivity. This Agreement shall in no way limit our right to sell the Muvi Service and its other products and services, directly or indirectly, to any current or prospective customers.
    15. Notice. Any notice required or permitted hereunder shall be in writing (email acceptable) and shall be delivered as follows (with notice deemed given as indicated):
      1. by personal delivery when delivered personally;
      2. by established overnight courier upon written verification of receipt;
      3. by facsimile transmission when receipt is confirmed orally;
      4. by email upon sending or
      5. by certified mail, return receipt requested, upon verification of receipt.

      All notices must be sent to the following addresses:

      Muvi Notice Address:
      103 Patroon Dr, Suite 8, Guilderland, NY 12084
      For legal notices, provide copies to:
      Muvi LLC – Legal Department;
      Your Notice Address:
      Notices to Referral will be sent by email to the email address listed on Referral’s Application to the Program.

      Either party may change its contact person for notices and/or address for notice by means of notice to the other party given in accordance with this Section.

    16. Parties’ Expenses. The Parties shall each carry and pay all their respective costs, charges and expenses incurred by it in the performance of this Agreement, except as otherwise may be agreed-upon by the Parties in writing in advance.
    17. Counterparts; Notices. This Agreement may be agreed to in counterparts and such counterparts shall be valid and binding on the parties hereto with the same effect as if original signatures had been exchanged. All notices relating to this Agreement shall be delivered via email (with return receipt) or next-day mail to the addresses detailed in the Cover Page.
    18. No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity (other than the parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
    19. Governing Law; Jurisdiction; Dispute Resolution. The parties agree that the Muvi Services shall be deemed solely based in New York; and the Muvi Services shall be deemed a passive one that does not give rise to personal jurisdiction over Muvi, either specific or general, in jurisdictions other than New York. This Agreement shall be governed by the internal substantive laws of the State of New York, without respect to its conflict of laws principles. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, any arbitration conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16). The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the personal jurisdiction of the federal and state courts located in New York County, New York for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Dispute Resolution provision in herein, including any provisional relief required to prevent irreparable harm. Reseller agrees that New York County, New York is the proper forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision contained in herein is found to be unenforceable.

    The parties agree to negotiate in good faith to resolve any dispute between them regarding this Agreement. If the negotiations do not resolve the dispute to the reasonable satisfaction of parties, then each party’s CEO or a representative designated by the CEO (“Representatives”) shall, within thirty (30) days of a written request by either party to call such a meeting, meet either in person or through any other media and alone (except for one assistant for each party) and shall attempt in good faith to resolve the dispute. If such representatives in such meeting cannot resolve the dispute(s), the parties agree that they shall, if requested in writing by either party, meet within thirty (30) days after such written notification for one day with an impartial mediator and consider dispute resolution alternatives other than litigation. The mediation will be treated as a settlement discussion and therefore will be confidential and may not be used in a later evidentiary proceeding. The mediator may not testify for either party in any later proceeding relating to the dispute. No recording or transcript shall be made of the mediation proceedings. Each party will bear its own costs in the mediation. The parties will share the fees and expenses of the mediator equally. If an alternative method of dispute resolution is not agreed upon within thirty (30) days after the one-day mediation, the parties agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at The arbitration will be conducted in New York, New York and in the English language by a single arbitrator, unless the parties agree otherwise. Each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. Either party may sue the other in a small claims court of in New York, New York without first engaging in arbitration, but this does not absolve that party of its commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing either party from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of its data security, Intellectual Property Rights or other proprietary rights.