Dakine 420 LLC. develops, markets and sells fertilizers, microbials and coco-based grow media. With a goal of rewarding persons who recommend third parties to purchase Dakine 420 product lines as per the terms of this agreement, Dakine 420 LLC has implemented a customer Referral Program, i.e., “Referral Program.” By participating in the Referral Program, you agree to be bound by the terms of this agreement. You shall be referred to as the “Referral Partner” for the purposes of this agreement.

  1. The following definitions shall apply to this agreement:
    1. “Order” means an Order for products submitted to Dakine 420 by a customer that upon acceptance by Dakine 420, shall become a binding contract for Dakine 420 to sell and deliver and for a customer to purchase and pay for the products described in the Order.
    2. “Referral” means a specifically identified and qualified prospective customer that Referral Partner has a good-faith reason to believe shall have a sufficient degree of interest in the products, and an Order will be generated if reasonable sales efforts are directed at the prospective customer.
    3. “Approved Referral” means Referral (or customer as used herein) for which Referral Partner has completed the Referral Form which has been submitted to and Approved by Dakine 420 as a valid Referral.
    4. “Referral Period” means ninety (90) days from the date on the Approved Referral Approval Form provided by Dakine 420 to Referral Partner.
    5. “Retailer Order” means  referral partner that refers customer to a retailer carrying Dakine 420 products and shows valid proof of purchase (copy of a receipt from establishment).
  2. Referral Partner shall perform the following during the term of this agreement:
    1. Prior to undertaking any solicitation efforts of a Referral relating to the products, Referral Partner shall submit a Referral Form for approval to Dakine 420 and provide such additional information as may be requested by Dakine 420. If the Referral does not conflict with other sales efforts underway by Dakine 420 or any of its other resellers or Referral Partners, Dakine 420 may, in its sole discretion, approve the Referral by e-mail to the e-mail address listed on the Referral Partner Profile. Under no circumstances shall commissions be paid to Referral Partner for any Referrals which are not Approved.
    2. Assist a Dakine 420 representative in scheduling a meeting with the Referral within thirty (30) days after Dakine 420’s approval of the Referral if requested by Dakine 420.
    3. For any invoices issued pursuant to Orders received by Dakine 420 from the Approved Referral during the Referral Period (regardless of the date of the Invoice), Dakine 420 shall pay Referral Partner the following on all initial orders:
      • 5% cash commission on initial order only: fertilizer and microbial products
      • 3% cash commission on initial order only: 1.5 cubic ft bags of coco coir products
      • 2% cash commission on initial order only: 54 cubic ft totes of coco coir products
  3. Commissions hereunder shall be due and payable to Referral Partner only for so long as this Agreement is in effect. Dakine 420 shall mail the commission check or wire transfer the amount owed to Referral Partner within thirty (30) days of the date of Dakine 420’s receiving full payment from the Approved Referral for the Order(s). Referral Partner agrees that the payment of this commission shall be Dakine 420’s sole financial and legal obligation to Referral Partner hereunder and that no payments shall be made for Orders obtained following the Referral Period, no matter what efforts Referral Partner may have made with respect to such Orders.
  4. Referral Partner agrees that Referral Partner is an independent contractor, not Dakine 420’s partner, agent or employee. Referral Partner shall bear its own expenses in connection with this Agreement without any reimbursement by Dakine 420. Referral Partner understands and agrees that this arrangement is on a non-exclusive basis and that Dakine 420 may engage other parties to assist in its sales efforts with respect to the Products or any other Dakine 420 products as, when and wherever it desires. In no event shall Dakine 420 be liable to referral partner, customers or to any third party for any indirect, incidental, special, consequential or punitive damages, including, but not limited to, any damages for lost profits, lost savings, interruption of business, however arising, whether under theories of contract, tort (including negligence), strict liability or otherwise, even if Dakine 420 has been advised of the possibility of such damages. Dakine 420’s total cumulative liability under this agreement shall be limited in the aggregate to the total amount of commissions paid by Dakine 420 to representative during the most recent one-month term.
  5. Referral Partner further agrees that Referral Partner is not an agent of Dakine 420 and therefore has no authority to make any warranties, representations or any other commitments on behalf of Dakine 420 to any other third parties. Referral Partner further has no authority to bind Dakine 420 to any action or agreement whatsoever, or make any mis-representations, including by omission, regarding Dakine 420 or any other product(s) provided by Dakine 420 in any manner. Referral Partner represents and warrants that Referral Partner is not a member of the immediate family of any Dakine 420 employees. The term “Immediate Family” shall include parents, children, siblings, spouses, grandparents and grandchildren.
  6. Dakine 420’s disclosure of all matter to Referral Partner hereunder (“Dakine 420 Confidential Information”) including any information concerning an Approved prospect shall always be treated as confidential by Referral Partner during the term of this Agreement and thereafter and shall not be disclosed to a third party without Dakine 420’s prior written consent. Referral Partner shall not use any of the Dakine 420 confidential information except in the performance of its duties hereunder. All information provided to Referral Partner shall be returned to Dakine 420 immediately upon request.
  7. This Agreement shall be effective as of the “Effective Date” listed below and shall continue until either party sends the other party written notice of termination. Termination of this Agreement shall be effective immediately. Commissions shall be paid only so long as this Agreement has not been terminated. Upon termination of this Agreement by Dakine 420 for cause, all payments of commissions to Referral Partner shall immediately cease.
  8. Both parties agree that any controversy of claim relating to this Agreement, any performance or dealings between the parties of otherwise shall be settled exclusively by arbitration in the State of Oregon in the United States. The Laws of the United States and the State of Oregon shall solely apply to this Agreement.
  9. The parties agree that this Agreement constitutes the entire agreement between the parties and may be modified by Dakine 420 anytime and shall be deemed accepted by Referral Partner’s continued participation in the Referral Program after such modifications.
  10. If any of the terms of this Agreement shall be deemed invalid, void, or for any reason unenforceable, that term shall be deemed severable and shall not affect the validity and enforceability of any remaining term of the Agreement.
  11. Referral Partner and Dakine 420 agree and intend that there are no third-party beneficiaries to this agreement.
  12. Referral Partner and Dakine 420 further agree that Referral Partner may not transfer any of its rights/benefits or duties under this agreement to any other third party.