Terms and Conditions
The Charter Community Connection Program has been established to benefit local community organizations in Charter’s service territory by making a referral payment (a “Referral Payment”) when they refer residential customers who sign up for certain Charter services using a special code as described more fully below.
By participating in the Program and accepting payments from Charter, Organization agrees to be bound by the terms and conditions of this Agreement. In consideration of the mutual promises and conditions herein, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Organization agrees to the following terms and conditions:
AUTHORIZATION. Subject to the terms and conditions of this Agreement Charter hereby authorizes Organization to refer residential subscriptions for Charter Services on a non-exclusive basis to individuals residing in single family homes and multiple dwelling units through a designated telephone number. “Service(s)”or “Charter Service(s)” shall include subscription to one or a combination of the following services that have a minimum value of at least $29.95 for each: (i) a digital or premium tier of television programming services (but not including “basic-only” or analog video services) transmitted via the System(s) (“Video Services”); (ii) high speed residential Internet service provided by Charter over the System(s) (“Charter High Speed Internet”); and/or (iii) telephone services provided by Charter over the System(s) (“Charter Telephone”). As used herein “System” shall mean the Charter cable communications systems over which Charter Services are provided within Charter’s authorized service territory. Organization hereby accepts such authorization in order to facilitate residential subscriptions upon the terms and conditions contained in this Agreement. Organization shall use its best efforts to preserve and enhance the goodwill associated with the name and reputation of Charter and the Services. Organization’s referral services as an authorized representative for Charter is not intended by Charter or understood by Organization to be on an exclusive basis. Charter may solicit potential subscribers directly by using its own sales force as well as indirectly through other agents and independent contractors. Notwithstanding anything in this Agreement to the contrary, eligibility for participation in the Program by Organization is determined by Charter and/or the Program Administrator in their sole and absolute discretion.
REGISTRATION. To enroll in the Program, Organization must first register with Charter by submitting an application to the Program Administrator or via the designated Charter website. Upon acceptance of Organization’s application, Charter will send a confirmation e-mail that will include information about the Program and will set forth the special code (the “Special Code”) for use throughout the Program. Organization’s Special Code must be used by Subscribers (defined below) when they order a Service to earn a Referral Payment. If Organization is a school, then parent-teacher groups (“PTO/PTA”) may participate on behalf of an organization provided Organization’s administrator has authorized the group to do so and has signed and returned the applicable PTO/PTA Waiver Form that will be supplied by Charter.
MARKETING SUPPORT. Once registered, Charter shall provide Organization with appropriate marketing materials relating to the Services, along with any additional offers and/or promotions. Charter reserves the right in its sole discretion to change at any time and from time to time its pricing and any of the Services, to modify or discontinue offers or promotions, and/or to initiate new offers or promotions. Organization shall have no right, power or authority to represent that the Services may be obtained on any particular terms and conditions, or to grant any discount or make any adjustment to the Services. Charter reserves the right to amend the Services and add, delete, suspend or modify the conditions of the Services, at any time and from time to time. Charter also reserves the right to determine whether any Service changes apply to existing or future Subscribers, or both. This Agreement does not authorize Organization, directly or indirectly, to solicit potential Subscribers via the Internet. Organization must obtain the written consent of Charter prior to utilizing the Internet for the solicitation of subscriptions hereunder.
TERM. This Agreement shall commence upon Charter’s acceptance of Organization’s registration (“Commencement Date”) and shall continue in full force and effect for a term of one (1) year. The term of this Agreement shall thereafter automatically renew on a monthly basis unless either Party provides written notice of termination not less than thirty (30) days prior to the end of the then-current term. Notwithstanding anything herein to the contrary, either Party may terminate this Agreement at any time upon provision of (30) days prior written notice to the other Party.
ORDERS, COMPENSATION AND RETENTION REQUIREMENT.
Orders. Charter shall provide Organization with a designated telephone number for Subscribers to order Services using the Special Code that Subscribers must mention during the order. Subscribers must use the designated phone number and must include the Organization’s Special Code when ordering or the Organization’s Referral Payment will not be earned. The Special Code must be identified at the time of the initial order. A “Subscriber” shall mean any customer who orders Service(s), and who meets the following criteria: (i) the customer must not have received any Services for which a Referral Payment is sought by Organization at any time during the immediately preceding ninety (90) days; (ii) the customer must be accepted by Charter, that is, meet applicable credit requirements and customer serviceability criteria; (iii) the customer must be within Charter’s Service territory and be capable of receiving standard installation; (iv) the Services must be actually installed so that the customer becomes a Charter Service subscriber; and (v) the customer must remain in good standing for ninety (90) consecutive days following initial activation. All orders for the Services shall be subject to acceptance or rejection by Charter in the sole discretion of Charter. Organization acknowledges that Charter shall have the right, in its sole discretion, to determine whether to serve or discontinue Services to any Subscriber. At all times the subscription relationship shall be between the Subscriber and Charter. Once an order has been processed, the Special Code cannot be applied retroactively to an order and the order cannot be changed to include the Special Code, or otherwise, once made.
Compensation. Charter shall pay Organization a Referral Payment in the amount described below for each Subscriber referred by Organization in regard to the applicable Charter Service(s) obtained and who remains a Subscriber and does not downgrade their Service level within ninety (90) days of activation.
For the initial activation of a Service for a new Subscriber, or the activation of an additional Service for an upgrade Subscriber, Charter will pay Organization a one-time Referral Payment of seventy-five dollar ($75.00).
For each additional Service activated by a new Subscriber or upgrade Subscriber, Charter will pay Organization a one-time Referral Payment of twenty-five dollar ($25.00), for up to two additional Services, provided both are ordered at the same time.
Charter will pay Organization a maximum Referral Payment of one hundred and twenty-five dollars ($125.00) for each Subscriber if they Order all three Services at one time. Referral Payments will only be paid for one order per Subscriber, (i.e., Organization shall not be entitled to receive a Referral payment for successive orders made by a Subscriber).
Payment Terms. If the potential Subscriber fails to complete an order for a Service(s), then no Referral Payment shall accrue to the benefit of Organization. All initial and add-on orders must be placed during the original order and only one payout is allowed per service address. Only one Organization’s Special Code may be applied per Subscriber account. The maximum allowable Referral Payment per address is one hundred twenty five dollars ($125). Charter will track the orders that are attributable to Organization’s Special Code and shall forward the Referral Payments ninety (90) days after the Commencement Date and successful fulfillment of an Order. At time of payment and annually upon the anniversary of the Commencement Date, Charter will provide Organization with information showing the number of ordered accounts that are activated using Organization’s Special Code in a form determined by Charter. No Subscriber information of any kind will be shared with Organization. Organization must provide Charter with a valid W-9 to receive payment. Charter will submit the Referral Payments to Organization via a check made payable to the Organization. Subscriber accounts that are not activated or approved or that cancel prior to the payment date, or who do not meet the retention requirement will not qualify for a Referral Payment.
Retention Requirement. No Referral Payments shall be made for Subscribers who have terminated Service or downgraded their Service level within ninety (90) days of activation. This ninety (90) day retention requirement will be applied only to new subscription and upgrade orders where the grounds for discontinuing service are attributed in Charter’s billing system to one of the following disconnection codes: “programming,” “cost,” “doesn’t use,” “converter,” “non-payment, and “satellite” (as those terms are set forth in Charter’s “Disconnect by Reason” billing table(s)).
Disclaimer. Charter is not responsible for late, lost or misdirected sales or data, or any other transmission or recording method errors, or jumbled, garbled or illegible sales or data, or for any other errors or malfunctions that may affect any aspect of the Program. Charter reserves the right to cancel or suspend the Program at any time without notice. Sales information and order information are the property of Charter and will be returned. Charter decisions are final and binding in all matters relating to the Program. If Referral Payments are unclaimed or non deliverable for any reason, or if Organization is later determined to be ineligible to receive the Referral Payment, it will be forfeited and will not be paid.
CHANGES. Charter reserves the right to change the Terms and Conditions of the Program without notice. Program changes will be communicated via the designated Charter website.
SALES LITERATURE. Any sales literature or other materials employed by Organization in connection with the sale or offering for sale of any Services that is prepared by Organization and references the Services and/or uses a Charter trademark, service mark, copyright or other form of intellectual property owned by Charter shall be submitted to Charter for prior written approval, which may be withheld by Charter in its sole discretion. All sales literature must include disclosure and disclaimer language as determined by Charter in its sole discretion.
INTELLECTUAL PROPERTY.
Charter. Organization shall not acquire any right to goodwill, trademark, copyright, or other form of intellectual or commercial property of Charter (the “Charter Marks”). Organization shall not use the Charter Marks in any manner in connection with this Agreement or the sale of the Services without Charter’s prior written approval. Organization acknowledges and agrees that the name “CHARTER COMMUNICATIONS” or the name of any of Charter’s affiliates (or the registered fictitious name of such) and all marks and logos used by Charter are service marks and trademarks (collectively “Trademarks”) belonging solely to Charter and/or its affiliates, and that Organization shall not use the same to identify its business or use the Trademarks in its advertising, without the prior written consent of Charter, and that Organization shall gain no right, title, or interest in or to any of the Charter Marks by reason of this Agreement or any such authorized use of the Charter Marks. Upon expiration or termination of this Agreement, Organization’s license to use Charter’s Marks will terminate and Organization will cease promoting the Services. Within ninety (90) days after the expiration or termination of this Agreement for any reason, Organization will either return to Charter any and all documents or other media embodying any use of Charter’s Marks, or certify to Charter that all such documents have been destroyed, with such election to be made by Charter.
Organization. Charter shall not acquire any right to goodwill, trademark, copyright, or other form of intellectual or commercial property of Organization (the “Organization Marks”). Charter shall not use the Organization Marks in any manner which is inconsistent with the Organization’s charitable purpose and in any advertising materials other than in connection with the Agreement and the Program without Organization’s prior written approval. Charter acknowledges and agrees that the name of the Organization or the name of any of Organization’s affiliates (or the registered fictitious name of such) and all marks and logos used by Organization are service marks and trademarks (collectively “Trademarks”) belonging solely to Organization and/or its affiliates, and that Charter shall not use the same in any advertising materials other than in connection with the Agreement and the Program without the prior written consent of Organization, and that Charter shall gain no right, title, or interest in or to any of the Organization Marks by reason of this Agreement or any such authorized use of the Organization Marks. Upon expiration or termination of this Agreement, Charter’s license to use Organization’s Marks will terminate.
LIMITATION OF LIABILITY. CHARTER SHALL NOT BE RESPONSIBLE FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, LOST PROFITS OR OTHER MONETARY LOSS, ARISING OUT OF CHARTER’S PERFORMANCE UNDER THIS AGREEMENT OR ITS PROVISION OF SERVICES OR FAILURE TO DO SO, WHETHER OR NOT ANY SUCH MATTERS OR CAUSES ARE WITHIN CHARTER’S CONTROL OR DUE TO NEGLIGENCE OR OTHER FAULT ON THE PART OF CHARTER, ITS AGENTS, AFFILIATES, EMPLOYEES OR OTHER REPRESENTATIVES, AND EVEN IF CHARTER RECEIVED ADVANCE NOTICE OF THE POSSIBILITY OF SUCH DAMAGES.
INDEMNIFICATION. By participating in the Program and accepting Referral Payments, Organization and its administrators, directors and officers, shall indemnify, defend and hold harmless Charter Communications, Inc. (and each of its respective parent and affiliate companies, subsidiaries, retailers, sales representatives, distributors and advertising and promotion agencies, as well as the officers, directors, employees, representatives and agents of each of the foregoing) against all liabilities, claims, losses, costs, damages and expenses resulting from its breach of any provision of this Agreement, and from any injury to or death of any person (including injury to or death of their employees) or loss of or damage to tangible real or tangible personal property or the environment, but only to the extent that such liability, loss, damage or expense was proximately caused by its breach of this Agreement or by any negligent act or omission, willful misconduct or violation of law on the part of the Party from whom indemnity is sought. The Party seeking such indemnification shall use reasonable efforts to promptly notify the other of any situation giving rise to an indemnification obligation hereunder, and neither Party shall enter into a settlement that imposes liability on the other without the other Party’s consent, which shall not be unreasonably withheld, conditioned or delayed. The indemnification obligations contained herein shall survive the termination or expiration of this Agreement.
INDEPENDENT CONTRACTORS. With respect to all matters relating to this Agreement, the Parties shall be deemed to be independent contractors, shall bear their own expenses in connection with this Agreement, and shall have no express or implied right or authority to assume or create any obligation on behalf of the other. Nothing stated in this Agreement shall be construed as creating the relationships of employer and employee, franchiser and franchisee, master and servant, principal and agent, dealership, partnership or joint venture between Charter and Organization. Neither Party shall represent itself or its respective organization as having any relationship to the other, except that of service provider and independent contractor, as the case may be, for the limited purposes described in this Agreement. Neither Party shall have, nor shall either party hold itself out as having, the power to make contracts in the name of or binding on, nor shall it have the power to pledge credit or extend credit in the name of the other. Each Party shall be responsible for any taxes related to its income derived hereunder.
TAXES. All taxes and any fees or costs associated with Referral Payments are solely the responsibility of Organization and its administrators.
COMPLIANCE WITH LAW. The Program is subject to the applicable state charitable solicitation requirements. Organization, for itself and its agents, representatives and employees, agrees to conduct any and all activities in connection with this Agreement in a lawful manner, consistent with the highest standards of fair trade, fair competition, business ethics and applicable state laws and requirements. Organization shall be solely responsible for the preparation and submission to applicable authorities of its employees’ income tax and FICA forms and the payment of all salaries to employees, employer contributions and employee benefits. Organization represents and warrants to Charter that Organization holds all licenses and permits necessary for conducting its business, including any charitable organization state license or registration numbers, if applicable.
MISCELLANEOUS.
Applicable Law. All questions with respect to the construction of this Agreement and the rights and liabilities of the Parties shall be governed in accordance with the laws of Missouri. All parties to this dispute submit to the exclusive jurisdiction of the courts of St. Louis County, Missouri.
Entire Agreement. This Agreement sets forth the entire agreement between the Parties concerning the subject hereof, and supersedes all prior and contemporaneous written or oral negotiations and agreements between them concerning the subject matter hereof.
Waiver. The failure of either Party at any time to require the performance by the other Party of any provision of this Agreement shall not affect in any way the right to require such performance at any later time, nor shall the waiver by either Party of a breach of any provision hereof be taken or held to be a waiver of such provision.
Assignment. This Agreement may be freely assigned by Charter. Neither this Agreement, the right to receive Revenue Payments generated hereunder, nor any right or obligation of Organization shall be transferred, assigned or encumbered by Organization without Charter’s prior written consent, which shall not be unreasonably withheld. Any purported transfer, assignment or encumbrance without such consent shall be void. Subject to the restrictions against assignment herein provided, this Agreement shall bind and inure to the benefit of the successors and assigns of the Parties hereto.
Severability. If any one or more of the provisions of this Agreement are found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of this Agreement will not be affected or impaired in any way.
No Conflict. Organization hereby represents and warrants that execution and performance of this Agreement and other related documentation will not conflict with or result in the breach of any other agreement or contract to which Organization is a party. Organization further warrants that it is not subject to any limitation or restriction that would prohibit, restrict or impede Organization’s performance as an authorized representative of Charter.
Force Majeure. Neither Party shall be liable for any loss, damage, delay or failure to perform in whole or in part resulting from causes beyond the Party’s control, including, but not limited to, fires, earthquakes, strikes, delays in transportation or requirements of any governmental authority.
Press Release. Neither Party will issue a press release or similar public announcement of any kind regarding the Parties’ relationship established hereunder without the prior written approval of the other Party.
No Third Party Beneficiaries. The Parties agree that the terms of this Agreement and the Parties’ respective performance of obligations hereunder are not intended to benefit any person or entity not a party to this Agreement, that the consideration provided by each Party under this Agreement only runs to the respective Parties hereto, and that no person or entity not a party to this Agreement shall have any rights hereunder nor the right to require the performance hereunder by either of the respective Parties hereto.