Champions Referral Terms

This Champions Referral Pilot (“Referral Pilot”) is operated by Catalant Technologies, Inc. (“we” or “Catalant”).  

By participating in the Referral Pilot, you (“you”) agree to these Champions Referral Terms (including all exhibits attached, these “Terms”).  You are asked to accept these Terms without change.   

Champions are already Experts on Catalant’s Expert Marketplace (“Expert Marketplace”).  You acknowledge and agree that your use of the Expert Marketplace will continue to be governed by the Terms of Use for Experts located at https://catalant.com/legal/expert-terms-of-use/ (the “TOU”), which are incorporated herein by reference.    

The Referral Pilot is considered an add-on Service, and these Terms are supplemental terms as described in the TOU.  This means that these Terms are in addition to the TOU and does not replace them.    

1. Definitions.  The terms below are defined as follows:

“New Client” means the client has not closed an Engagement with Catalant in the eighteen (18) months prior to the date you notify Catalant of the Engagement opportunity as described in Section 3.a. below.   

“Qualified Engagement” means an Engagement opportunity referred to Catalant by you that meets all criteria in Section 3 below. 

Capitalized terms used in these Terms that are not defined in these Terms will have the definitions set forth in the Champion Roles & Compensation Schedule.

2. Champions Referral Pilot.  Catalant is running this Referral Pilot to test a referral program for Champions (as defined in the Champion Program Participation Agreement.  The goal of the Referral Pilot is to incentivize Champions to refer new Engagement opportunities to Catalant.  You must be a Champion in order to participate in the Referral Pilot, and your participation in the Referral Pilot is subject to these terms. 

3. Criteria; Referral Fee.  You will earn a referral fee described below (“Referral Fee”) for each Qualified Engagement.

a. Criteria for Referral Fee.  

• Notification: You notify Catalant of an Engagement opportunity with a New client or existing Catalant client; and 
• Call: You join Catalant on an initial call (including video call) regarding the Engagement opportunity (“Call”), and you submit this form following the Call and prior to the date the Engagement opportunity converts to a won Engagement); and
• Close: You provide reasonable support as requested by Catalant to close the Engagement, and the Engagement opportunity converts to a won Engagement within the following time periods:
  • If your referral is with a New client, the Project Agreement for the referred Engagement mut be fulling signed within 12 months of the Call. 
  • If your referral is with an existing client, the Project Agreement for the referred Engagement mut be fulling signed within 6 months of the Call*.  

*If your referral is with an existing Catalant client and you are selected as an Expert for the Engagement, the Engagement does not constitute as a Qualified Engagement, and you will not be eligible for a Referral Fee. 

b. Referral Fee.  The Referral Fee is calculated per Qualified Engagement as follows: 

• Qualified Engagement with a New client: 10% of any Gross Bookings invoiced by Catalant to the Client for (i) the initial Engagement (which must close within 12 months of the Call per Section 3.a.) and (ii) any extensions for which the Project Agreement is executed within 6 months following the initial Engagement. 
• Qualified Engagement with an existing Catalant client: 5% of any Gross Bookings invoiced by Catalant to the Client for the Engagement during the 6 months following the Call.
• The total Referral Fee for any Qualified Engagement (including extensions) is capped at $50,000.00 USD. 

c. Payment.  Catalant will pay you all undisputed Referral Fees earned sixty (60) days following the date that the Project Agreement for the Qualified Engagement is fully signed.  Such amounts will be paid to your Payoneer account linked to your Catalant account or Bill.com.

d. Adjustment.  Catalant reserves the right to adjust the Referral Fee amount to reflect changes in the Qualified Engagement (for example, in connection with a project cancellation, early termination of the Project Agreement, and/or adjustments).  If a Referral Fee paid to you is adjusted, we may withhold or deduct the adjusted amounts from a future payment cycle upon notice to you.  Catalant may, at its disecretion, disqualify any referrals that do not meet the criteria set forth in these Agreement, are earned in violation of these Terms, or are suspicious.

4. Experts Hiring Experts Discount.  You may utilize Catalant or the Expert Marketplace to engage an Expert for support on your own engagements, in which case, you will be considered a Catalant buyer for the engagement.  If you engage a Catalant Expert for a New end client, we will provide a 5% discount to the Catalant Fee you owe to Catalant for the engagement.  Notify your Catalant contact who will verify your eligibility for the discount and apply any applicable discount to the engagement. 

5. Term and Termination.  Your participation in the Referral Pilot will begin on the date you first notify us of any opportunity as described in Section 3.a. above (the “Effective Date”) and continues until terminated in accordance with these Terms.  Catalant may suspend or terminate the Referral Pilot or your participation in the Referral Pilot at any time for any or no reason upon notice to you.  You may terminate participation in the Referral Pilot by ceasing to refer projects to Catalant.  Upon the expiration or termination of this Agreement, (a) Catalant will pay you any undisputed Referral Fees earned prior to the effective date of termination or expiration of this Agreement and (b) Sections 1, 5, and 6 will survive.   

6. Conditions.  You agree and represent that you: (a) will not use the Pilot for any purpose that is unlawful or prohibited by this Agreement and will comply with all applicable laws during your participation in the Pilot including, without limitation, any disclosures to Clients required by the Federal Trade Commission (FTC) (more information is included below); (b) will not defraud or abuse, or attempt to defraud or abuse, anyone in connection with the Referral Pilot; (c) will not engage in any activity that may be fraudulent, deceptive, misleading or manipulative; and (d) will provide accurate information about your referrals.  You are responsible for any and all tax liability resulting from receipt of any Referral Fees.  You will defend, indemnify, and hold harmless Catalant and its directors, officers, and shareholders, against any and all third-party claims arising from your breach of these Terms.  

7. Federal Trade Commission Compliance

Important note: The information below does not constitute legal or other professional advice.  You should not rely on this information without seeking legal advice from licensed professionals in your jurisdiction.

Where an individual promotes the products or services of a company and has a financial relationship with that company, the FTC requires that relationship to be disclosed (e.g., cash incentive, referral fees, discounted or free products).  You are responsible for disclosing your participation in the Referral Pilot when referring clients and buyers to Catalant in compliance with these requirements.  

 The FTC provides easy-to-navigate guidance on complying with these disclosure requirements here: https://www.ftc.gov/business-guidance/resources/disclosures-101-social-media-influencers.