CONSULTANT REFERRAL AGREEMENT

BY USING THE CONSULTANT REFERRAL NETWORK (CRN) YOU AGREE TO BE LEGALLY BOUND BY THE TERMS CONTAINED IN THIS AGREEMENT. PLEASE READ THIS CAREFULLY, BECAUSE IT IMPACTS YOUR LEGAL RIGHTS.

The following is an Agreement between the Minnesota Council for Quality (referred to as "MCQ," "we," "us," or "our"), the consultants participating in the Consultant Referral Network (referred to as "Consultant" or "Consultants"), and those businesses or organizations making use of the information provided by the Consultant Referral Network (referred to as "User" or "Users"). Use of the words "You" or "Your" refer to both Consultants and Users, as appropriate to the context. A Consultant may itself be a User of the Consultant Referral Network, in which case will be subject to the restrictions placed on both Users and Consultants contained in this Agreement.

The Consultant Referral Network was designed by the Minnesota Council for Quality , a non-profit that helps organizations improve their performance. The Minnesota Council for Quality currently offers the Consultant Referral Network in partnership with the Kansas Center for Performance Excellence , the Michigan Quality Council , the Ohio Award of Excellence , the Washington State Quality Award , and the Wisconsin Forward Award . However, all terms of this Agreement are between You and the Minnesota Council for Quality.

1. The Agreement.

1.1   Acceptance of this Consultant Service Agreement means You also agree to be bound by the Web Site Disclaimer , the Statement of Ethics for Consultants if you are a Consultant, and the Statement of Ethics for Users if you are a User. If there is a discrepancy between this document, the Web Site Disclaimer, and/or the applicable Statement of Ethics, then the language in this document will prevail. "Agreement" shall refer to the Consultant Service Agreement, the Web Site Disclaimer and the applicable Statement of Ethics. MCQ intends that its marketing and promotional materials be completely consistent with the legal terms contained in this Agreement. However, if the terms contained in this Agreement conflict with any implied or express terms contained elsewhere, the terms in this Agreement will be considered the true and enforceable terms. This Agreement constitutes the entire agreement between You and MCQ related to the subject matter hereof.

 

1.2   THIS AGREEMENT MAY BE MODIFIED AT ANY TIME AND WITHOUT INDIVIDUAL NOTICE PROVIDED TO YOU. Thus, you agree to periodically review this agreement and monitor any such changes. Your continued participation in CRN indicates your agreement to the terms appearing in this Agreement.

1.3   If you have any questions about this Agreement or the Web Site Disclaimer, call MCQ at 612-462-3577, or write us at the following e-mail: info@consultantreferralnetwork.org .

 

2. The Service.

2.1  CRN is a venue for Consultants and Users to find each other. We provide, and/or may provide in the future, information, links, tools, forums, and other benefits to Users and Consultants. To establish a basic level of integrity, We've asked all Consultants and Users to agree to our Statement of Ethics, and have further asked Consultants to provide two client references. Moreover, in most instances, Consultants are also members of the Minnesota Council for Quality. However, We do not warrant the validity and accuracy of information pertaining to Consultants or Users, nor do We undertake any duty to monitor or enforce obligations imposed on Consultants and Users under this Agreement.

2.2  We reserve the right to independently investigate Consultants and Users to the extent We, in our sole discretion, deem appropriate. You agree to cooperate with any such investigations, including, without limitation, by cooperating with our efforts to gain access to information about You from Dunn and Bradstreet (D&B), the Better Business Bureau (BBB), and/or other third party services of Our choosing. However, we do not undertake the affirmative obligation to conduct any such investigations. Nor do we undertake a duty to notify You of any known incidents of professional discipline, malfeasance, negligence or other unsavory conduct of any participants in CRN. Although it is our intention to refuse participation in CRN whenever We decide that a Consultant or User does not meet our standards for participation in CRN, We do not undertake the duty to do so, even if We learn a Consultant or User has violated provisions of this Agreement.

2.3  Further, CRN cannot ensure that enrollment in CRN will result in a transaction. CRN does not guarantee leads, referrals, sales or results. Consultants may receive zero requests for products or services throughout their participation in CRN. Similarly, Users may find that Consultants are unavailable or disinterested in engaging in a transaction.

2.4  If a transaction does occur, MCQ has no control over the quality, safety or legality of the product or service sold, and does not become involved in the transaction in any way. Thus, We do not warrant or guarantee the adequacy of any work product or service provided by any Consultant or User participating in CRN, or any Consultant or User using the “Minnesota Quality Award” certification mark.

2.5  For all the above reasons, We urge You to make Your own independent investigation and evaluation of any Consultant or User being considered.

 

3. Your Obligations.

3.1  You agree to provide accurate, current and complete information when registering to become a participant in CRN or when engaging in a transaction through CRN. You further agree to update CRN promptly when information you have provided changes.

3.2  You are solely responsible for maintaining the confidentiality of any password issued to You. Further, You are solely responsible for any and all activities that occur under Your account using Your password, and agree to take all reasonable steps to prevent security breaches. You agree to immediately notify MCQ of any unauthorized use of your account, or any other breach of security affecting MCQ that is known by You.

3.3  You agree not to assign or otherwise transfer this Agreement to any other party, and acknowledge MCQ’s complete discretion in deciding whether an impermissible transfer occurs where substantial ownership in Your firm changes.

3.4  You will be solely responsible to obtain and maintain all equipment necessary for gaining access to, or using, the MCQ web site. We do not guarantee the web site will work on every computer platform.

3.5  You agree to promptly report all Consultant/User transactions to MCQ, and provide good faith estimates of total anticipated fees to be paid by User as a result of said transaction.

3.6  You agree that following issuance of an invoice or billing statement by Consultant, MCQ is authorized to seek payment of the referral fees due directly from User.

3.7  You acknowledge and agree that CRN and any necessary software used in connection with the service contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that content on or presented to you through the CRN is protected by copyrights, trademarks, patents and other proprietary rights and laws. Except as expressly authorized by CRN, you agree not to modify, sell, distribute, or create derivative works of such content, in whole or part.

 

4. Prohibited Conduct.

4.1  You agree to refrain from using CRN or Our web site or other resources to engage in conduct that is illegal or offensive to others (referred to as "Prohibited Conduct"). The following list exemplifies, without limiting, the definition of Prohibited Conduct.

A.  Violating local, state, national, or international laws;

B.  Infringing or violating the intellectual property, privacy, or publicity rights of others;

C.  Engaging in advertising or solicitation, except as specifically permitted by Consultants using CRN, including reasonable follow-up with Users who have initiated a transaction;

D.  Cross-selling other products or services or responding to requests with information that does not directly relate to the User's request;

E.  Posting surveys, contests, gambling or pyramid schemes including "MLM" or Multi-Level Marketing programs;

F.  Engaging in fraud, deceit, or misrepresentation;

G.  Harassing, stalking, threatening or abusing others;

H.  Collecting and selling information about other Consultants or Users without that Consultant's or User's explicit consent.

I.  Impersonating any person or entity, or falsely stating or otherwise misrepresenting your affiliation with a person or entity.

J.  Transmitting, posting or making available any information, data, text, files, links, software, chat, communication, or any other materials that are unlawful, harmful, threatening, abusive, invasive of another's privacy, harassing, defamatory, slanderous, vulgar, obscene, hateful, racist, embarrassing or otherwise objectionable to any other person or entity as determined by MCQ, in its sole discretion;

K.  Distributing viruses, corrupted files, Trojan horses, or any other similar software or programs that may damage or interfere with the operation of another's computer or telecommunications equipment, or utilize the resources of another's computer or telecommunications equipment without such parties express permission;

L.  Engaging in conduct that is generally considered rude, annoying or unpleasant, or which negatively affects the CRN User’s experience.

 

5. Payment of Fees.

5.1  "Listing Fee" refers to a flat annual fee, which must be paid by Consultant prior to being listed as a consultant for CRN. "Referral Fee" refers to an amount charged as a percentage of Consultant's total fee earned. Listing and Referral Fees are listed in the CRN registration web site pages. MCQ may modify the Listing Fee or Referral Fee at any time without further notice to Consultant. However, Consultant may keep abreast of any fee changes by reviewing the Consultant registration pages of the MCQ web site.

5.2  Consultant agrees to promptly provide MCQ with all invoices or billing statements given to Users.

5.3  Consultant agrees to accurately and promptly pay all fees (Listing and/or Referral) to MCQ, in the amounts and/or at the rates set forth in the CRN registration web site pages. Consultant’s obligation to pay the Referral Fee begins immediately upon bank clearance of any full or partial payment made by User. Consultant may not withhold Referral Fees when User makes a partial payment. Payments are due quarterly to MCQ and represent all full and partial payments made by the User for that calendar quarter.

5.4  User agrees to accurately and promptly pay the Referral Fee, which is due and collectable by MCQ directly from User immediately upon Consultant’s billing to User. However, if MCQ makes no solicitation for payment directly from User, then User has no obligation to pay MCQ any Referral Fees after User fully pays Consultant.

5.5  Upon Consultant’s annual renewal date, and without prior notice to Consultant, MCQ shall automatically debit Consultant’s account in an amount equal to the then current Listing Fee. You are solely responsible for any overdraft or over the limit fees incurred by You in connection with any such automatic renewal fees, or any other amounts incurred by You when utilizing our automatic renewal services. If the Listing Fee changes during the prior annual term, MCQ will debit Consultant’s account for new Listing Fee without prior notice of the increase. However, Consultant can keep abreast of any changes in the Listing Fee by reviewing the CRN registration web site pages.

5.6  If the Referral Fee changes, Consultant is responsible for paying the rate that was in effect as of the date that Consultant entered into a binding contractual agreement with User. As such, Consultant may theoretically end up paying MCQ one rate for one User contract on the same day it pays MCQ a different rate for a different User contract.

5.7  If We do not promptly receive Listing or Referral Fees when due, We reserve the right to do any or all of the following, at Our sole discretion: (1) terminate Your participation with CRN without refund; (2) pursue collections through a collection agency and/or attorney; (3) debit a one-time late fee in the amount of $30 against your account; (4) charge You interest on all past due amounts at an annual rate of 8%, compounded annually; (5) hold You liable to pay all fees and costs incurred by Us as a result of Your failure to pay or delayed payment; and/or (6) hold You liable for all costs incurred for collections, including without limitation, court costs and reasonable attorney fees.

6. Modifications of this Agreement.

From time to time We may modify this Agreement, including, without limitation, changing or eliminating certain services provided by CRN, and increasing fees. If so, We will post the modification to the web site. By continuing to use CRN after you knew or should have known about the modifications, you are agreeing to any such modifications. If you do not agree with a modification of these terms, you must stop using the CRN service. Even if you notify us of an intention to stop participating in CRN, you are still consenting to the modifications by any subsequent use of CRN.

7. Membership Term.

With the exception of any trial memberships or special offers that may be offered from time to time, the Membership Term is twelve (12) month annual term. For Consultants, your term commences on the date your listing goes live on the web site (Referred to as Your Listing Date). For Users, your term commences on the date We approve your participation in CRN. Membership terms are automatically renewed every successive annual date, except if validly cancelled, as set forth below.

8. Cancellation of Agreement.

8.1  You may cancel this Agreement at any time, with or without cause, by providing written notice to MCQ of your cancellation of the Agreement. Upon termination of Your account, Your right to use the CRN and any information about Consultants or Users obtained via the CRN will immediately cease. Under no circumstances will you receive a refund of any Listing Fees already paid, except where MCQ has undeniably breached this Agreement.

8.2  If you violate this Agreement in any manner, no matter how slight, MCQ has the right, but not the duty, to deny, suspend or terminate your participation in CRN without prior notice, without liability, and without refund.

8.3   Further, MCQ may deny, terminate or suspend Your participation with CRN immediately, without prior notice or liability, if MCQ determines, in its sole discretion, that You do not make a good fit for the service, or if MCQ does so unintentionally. In such an instance, You will be entitled to receive a prorated refund of any Listing Fees you may have already paid for the current term, unless You have violated this Agreement in some slight regard, in which case you will not be entitled to a refund.

8.4  Under no circumstances will MCQ be required to refund any Referral Fees.

8.5  Consultants are financially responsible for all Listing Fees incurred until the date they cancel by using the following procedures:

A. Send MCQ a written notification of cancellation:

By email: send an email to info@consultantreferralnetwork.org indicating within the body of the message your intent to cancel. Be sure to include your first and last name and organization name and user name. Please note that We will not accept or open email communications containing attachments.

By mail: send a brief letter, including your first and last name, your user name, and your intention to cancel, and mail it to: MCQ, 13033 Ridgedale Drive, Box 156 , Minnetonka , MN 55305 .

B.  Obtain a written acknowledgement of cancellation. Cancellation is not effective until it is actually received by Us. Therefore, until you receive acknowledgement, you can assume we have not received your cancellation. You are responsible for following up with MCQ until you receive a written acknowledgement of your cancellation, and for retaining the written acknowledgement of cancellation for your records.

 

9. Obligations Surviving Termination of Agreement

9.1  Your payment obligations will survive termination of this Agreement. For example, You will still be obligated to make timely report of all transactions and invoices, to pay all fees according to the terms set forth in this Agreement, even after You or MCQ cancels this Agreement.

9.2  Canceling this agreement does nothing to cancel your obligations with respect to other CRN participations you have contracted with prior to your cancellation. Any transactions You entered into with other CRN participants prior to cancellation will most likely be deemed a separate contract between You and the other CRN participant. As such, you will either have to cancel that other agreement independently, if allowed, or most likely continue being subject to all the same standards and requirements as contained in this Agreement with respect to your performance with the other CRN participants.

 

10. Release and Disclaimer or Warranties and Liabilities.

You expressly understand and agree that:

10.1  Because We are not involved in the actual transaction between Consultants and Users, in the event that you have a dispute, for any reason, You release MCQ (and our officers, directors, agents, and employees) from claims, demands, and damages (actual or consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

10.2  Further, WE SHALL NOT HAVE ANY LIABILITY TO YOU UNDER ANY THEORY OF LIABILITY OR INDEMNITY IN CONNECTION WITH YOUR PARTICIPATION IN CRN.

10.3  YOU HEREBY RELEASE AND FOREVER WAIVE ANY AND ALL CLAIMS YOU MAY HAVE AGAINST MCQ OR ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, FOR LOSSES OR DAMAGES YOU SUSTAIN IN CONNECTION WITH YOUR PARTICIPATION IN CRN.

10.4  WE ARE NOT RESPONSIBLE OR LIABLE FOR ANY CLAIMS OR LIABILTY CREATED BY our MEMBERS, GUESTS, VENDORS, USERS OR AFFILIATES. IF YOU HAVE ANY CLAIMS RELATING TO SUCH PARTIES, YOU WILL MAKE YOUR CLAIM AGAINST THOSE PARTIES WITHOUT NAMING MCQ AS A PARTY TO YOUR CLAIM.

10.5  OUR SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. YOU USE IT AT YOUR SOLE RISK. EXCEPT AS OTHERWISE EXPLICITYLY PROVIDED IN THIS AGREEMENT, WE DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM OUR PERSONNEL OR THROUGH OUR SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY PROVIDED FOR IN THIS MEMBERSHIP AGREEMENT.

10.6  FURTHER, YOU EXPRESSLY UNDERSTAND AND AGREE THAT WE SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM YOUR USE, ATTEMPTED USE, OR YOUR INABILITY TO USE, CRN.

10.7  SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. If YOU RESIDE IN SUCH A JURISDICTION, THEN THE ABOVE-STATED LIMITATIONS REGARDING EXCLUSIONS AND LIMITATIONS MIGHT NOT APPLY TO YOU. HOWEVER, YOU AGREE THAT THIS PARAGRAPH NOTIFYING YOU OF YOUR RIGHTS IN NO WAY CONVEYS RIGHTS THAT YOU WOULDN’T OTHERWISE HAVE.

 

11. Indemnity.

11.1 Without limiting Our right to control Our own defense, You agree to exonerate, indemnify, defend and hold Us and Our directors, officers, employees, agents and the like harmless from and against any and all Claims (as defined below), which may be asserted against US, and which arise out of Your actions or omissions in utilizing CRN, regardless of whether or not Your acts or omissions were permitted or prohibited by Us. You further agree to pay all litigation costs and attorneys' fees incurred by us in defending the same, assuming we choose, in our sole discretion, to undertake defense of any such Claims.

11.2  A Claim under this paragraph shall refer to any damages, liabilities, costs, suits, penalties, obligations, or other claim of rights, including, without limitation, for infringement of intellectual property, violation of privacy, breach of confidentiality, breach of fiduciary duty, breach of contract, defamation, etc.

12. Notice:

MCQ may deliver notice to you under this Agreement by means of electronic mail, a general notice on Our web site, or by written communication delivered by first class U.S. mail to your last known address. You may give notice to MCQ at any time via electronic mail to info@consultantreferralnetwork.org , or by letter delivered by first class postage prepaid U.S. mail or overnight courier to the following address:

Minnesota Council for Quality, Inc.

13033 Ridgedale Drive, Box 156

Minnetonka , MN 55305

13. Jurisdiction.

This Membership Agreement shall be exclusively governed by and construed in accordance with the laws of the State of Minnesota , without regard to choice of law rules. Disputes arising between You and MCQ shall be exclusively subject to the jurisdiction of federal or state courts located in the State of Minnesota . You further agree to consent in advance to personal jurisdiction and venue in Minnesota, waiving any arguments you may otherwise have that would allow you to obtain venue or jurisdiction in a different state or country, including without limitation, for reasons related to public policy or fundamental fairness.

14. Miscellaneous.

If any part of this Agreement is determined to be illegal, invalid, void or unenforceable, then that provision shall be deemed severed from the remaining provisions of this agreement, and the remaining provisions shall be enforceable. Any severed provisions may be used to determine the intent of the parties when interpreting the remaining provisions in the Agreement. This Agreement shall inure to the benefit of, and be binding upon, the parties hereto and their heirs and executors. Headings or titles at the beginning of sections and paragraphs are for convenience of reference only, and shall not be considered a part of this agreement, and shall not influence its construction. If MCQ does not enforce the performance of a particular term in this Agreement, MCQ does not thereby waive its right to enforce any subsequent breach or failure to perform by You.