This Referral Agreement (the “Agreement”) is entered into by and between Filtered Inc., having its principal place of business at 6 Liberty Square, #2746, Boston, MA, 02109 (“Seller”) and you as a referrer of potential Qualified Customers to Seller (“Referrer”). This Agreement is effective from the date Referrer accepts the Filtered Referral Partner Agreement (“Effective Date”).
Referrer must read, agree with and accept all of the terms and conditions contained in this Agreement to participate in the Seller’s Referral Program. BY CLICKING ON “SUBMIT” WHEN SUBMITTING THE APPLICATION TO THE SELLER’S REFERRAL PROGRAM AND/OR BY PARTICIPATING IN THE SELLER’S REFERRAL PROGRAM, THE REFERRER AGREES (1) TO ABIDE BY THE TERMS AND CONDITIONS IN THIS AGREEMENT, (2) THAT THIS ELECTRONIC AGREEMENT WILL BE LEGALLY BINDING ON REFERRER IN THE SAME WAY AS A WRITTEN AGREEMENT, AND (3) TO CONTRACT WITH SELLER ELECTRONICALLY (INCLUDING MAINTAINING THIS AGREEMENT AS AN ELECTRONIC RECORD) AND THAT CLICKING ON THE “SUBMIT” BUTTON CONSTITUTES REFERRER’S LEGALLY VALID AND BINDING SIGNATURE.
Seller is a provider of online services, including software as a service (“Seller Services”), and allows members of its referral program to market and refer customers to Seller in exchange for a commission (“Referral Program”). Referrer has submitted or will submit referrals and desires to join the Seller Referral Program and introduce Seller to companies that are interested in purchasing Seller’s products and services in accordance with the terms of this Agreement. Accordingly, and for good and valuable consideration, and the mutual promises and covenants set forth below, which the parties acknowledge to be sufficient, the parties hereby agree as follows:
Referrer will submit sales referrals for Company’s subscription software-as-a-service offerings and related services (“Company Product(s)” during the Term (defined below). Partner will use the then-current names for the Company Products and will not modify any sales or marketing documentation or forms provided by Company (except with the Company’s prior written consent). Company reserves the right to modify or discontinue any of the Company Products at any time. Nothing in this Agreement shall limit or prevent Company’s marketing or distribution activities or its appointment of other dealers, distributors, licensees, agents or representatives of any kind. Partner acknowledges and agrees that Company is not bound to any price (or any other term) with respect to the sale of any Company Product until it has accepted such sale and Partner will not represent or imply anything to the contrary to any party.
Referrer shall notify Company of any potential Qualified Referral (as defined below) by submitting the Registration Form as established by Company. Company shall notify Partner as promptly as practicable if a customer or prospect qualifies as a Qualified Referral. “Qualified Referral” shall mean a customer or prospect: (i) that is not a current customer or a prospect of Company for the specific location, or its other channel partners at the time of the referral.. Approval and acceptance of any Qualified Referral or any sale of Company Product shall be at Company’s sole discretion, and Company may reject any such Qualified Referral or any sale for any reason. Partner acknowledges and agrees that Company does not guarantee that any sales will be made to a Qualified Referral.
3.1 During the Term, for each Service sold to Qualified Customers, Seller agrees to pay to Referrer the commission percentage(s) from net revenue from such Qualified Customer for the applicable commission period (“Referral Fee”), in each case as set forth in Schedule 1.
3.2 Seller will only pay Referral Fees to Referrer for transactions under this Agreement that are made directly between the Qualified Customer and Seller i.e., Seller will not pay Referral Fees to Referrer for transactions involving a third-party sales intermediary.
3.3 Unless Referrer is in breach of its obligations under this Agreement (including the Referral Program Guide), and subject to Section 2.9(b), the Referral Fee shall be payable to the Referrer only for Qualified Customers that have paid Seller for the purchased Services during the Term or during the thirty (30) day period following the Term for Qualified Customer’s communicated to Seller prior to the expiration of the Term.
3.4 All Referral Fees shall be paid to Referrer within thirty (30) days of the end of the calendar quarter in which the Seller actually receives payment from the Qualified Customer for which the Referral Fee is due.
3.5 The Seller will not be responsible for any expenses of the Referrer in the course of the performance of its obligations hereunder unless such expenses have been previously approved in writing by the Seller.
3.6 To receive the applicable Referral Fees, Referrer must be accepted into the Referral Program by the Seller.
3.7 All Referral Fees do not include taxes, levies, or duties (“taxes”) except where Seller is required to impose or withhold taxes under applicable law. Referrer is solely responsible for remitting all taxes associated with any Referral Fees paid to it under this Agreement. Referrer may be assessed sales tax unless Referrer provides a valid exemption certificate that indicates tax should not be applied to the Referral Fee. All amounts payable by Seller are subject to offset any amounts owed by Referrer to Seller.
3.8 All disputes related to Referral Fees must be submitted, in writing, to Seller within thirty (30) days of release of payment. Such disputes will be barred and forfeited if notice is not provided within this period. All disputes must be submitted with reasonable details to review the dispute.
3.9 Notwithstanding the foregoing or anything to the contrary in this Agreement, Referrer may start referring Qualified Customer to Seller immediately.
3.10 Notwithstanding the foregoing, after the Referrer is accepted into the Referral Program:
Referrer may be removed from the Referral Program (in Seller’s sole and exclusive discretion) without any liability to Seller if Seller does not receive from the Referrer a Qualified Customer lead within sixty (60) days from the date the Referrer was accepted into the Referral Program and this Agreement will terminate immediately upon notice;
Seller is not obligated to pay Referral Fees for Qualified Customers that do not make a purchase of a Service within six (6) months from the date such Qualified Customer was referred to Seller, in seller’s sole discretion; and
If during the Term Referrer fails to refer a Qualified Customer lead within a period of twelve (12) months from the date of the last Qualified Customer referral submitted to Seller, and such Qualified Customer lead does not become a paying Customer of Seller, in Seller’s sole discretion, Referrer will not be entitled to receive any Referral Fees for any prior Qualified Customers, and such Referral Fees will be forfeited; provided, however, that if Referrer refers a Qualified Customer during a period of ninety (90) days after the end of such twelve (12) month period, and that Qualified Customer becomes a paying Customer of Seller, then Seller may reactivate Referrer’s participation in the Referrer Program and will receive Referral Fees for payments made by Referrer’s prior Qualified Customers for the applicable commission period remaining after the date of reactivation (i.e., payment received after the date of reactivation during the remaining commission period for such Qualified Customers).
Subject to the terms of this Agreement, Company grants Partner the right to use and display the Company trademarks, trade names, logos and other designations of source (“Marks”) solely as they may appear with respect to the Company Product and any sales or marketing documentation prepared by Company, and solely for the purposes set forth in this Agreement. Partner may not use the Marks for any other purpose or take any other action with respect to any Mark anywhere in the world without Company’s prior written consent.
COMPANY MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS REGARDING THE COMPANY PRODUCT OR THE SUBJECT MATTER OF THIS AGREEMENT. COMPANY DISCLAIMS ALL WARRANTIES OF ANY KIND, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. PARTNER SHALL MAKE NO REPRESENTATION, GUARANTEE, OR WARRANTY CONCERNING THE COMPANY PRODUCT EXCEPT AS EXPRESSLY AUTHORIZED IN ADVANCE BY COMPANY IN WRITING.
The parties acknowledge and agree that each party is an independent contractor in the performance of this Agreement. Partner shall be solely responsible for all of its employees and agents, all related labor costs or expenses, and all claims, liabilities, damages or debts of any type that may arise out of Partner’s (its employees’ or agents’) activities in connection with this Agreement. Partner does not have the authority or right to bind Company in any way (including, without limitation, by agreeing to licenses of Company Products) and will not attempt to or imply that it may do so. Partner acknowledges and agrees that Company owns all right, title and interest in and to the Company Products and all related documentation, sales and marketing materials, all Marks and associated goodwill, and all intellectual property rights related to any of the foregoing.
Partner shall indemnify and hold harmless Company from and against any claim, suit or proceeding brought against Company, by a third party alleging facts or circumstances that, if true, would constitute a breach of any covenant, representation or warranty of the Partner under this Agreement.
The term of this Agreement (“Term”) begins on the Effective Date and will automatically renew annually unless terminated by a party, with or without cause, upon fourteen (14) days written notice. Upon termination of this Agreement Partner shall immediately (A) cease (i) to use Company’s Marks, (ii) to make any representations or statements implying that any relationship exists between the parties, and (iii) to promote, solicit orders for or procure orders for the Company Products, and (B) return all Proprietary Information (as defined below) and any other Company materials in its possession (including copies thereof). Notwithstanding the foregoing, Sections 5-12 and the right to payments accruing prior to or within ninety (90) days after the termination date, shall survive termination or expiration of this Agreement.
The Partner acknowledges that, in the course of performing its duties under this Agreement, it may obtain business, technical or financial information relating to Company, all of which is confidential and proprietary (“Proprietary Information”). The Partner and its employees and agents shall not use such Proprietary Information except in the course of its duties as expressly provided in this Agreement, nor disclose any such Proprietary Information to any person without Company’s prior written consent. Notwithstanding the foregoing, Proprietary Information does not include information which Partner can document has entered or later enters the public domain as a result of no act or omission of the Partner or its agents, or is lawfully received by the Partner from third parties without restriction and without breach of any duty of nondisclosure by any such third party.
Partner agrees to comply with any and all applicable laws, including privacy laws. Customers using both Company Products and Partner products (“Partner Products”) in connection with the use of the API of the Company Product shall have a separate agreement with each of Company and Customer.
COMPANY WILL NOT BE LIABLE UNDER ANY SECTION OR SUBJECT MATTER OF THIS AGREEMENT OR UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR (I) ANY INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR (II) FOR ANY AMOUNT IN EXCESS OF THE AGGREGATE AMOUNT OF FEES PAID TO PARTNER BY COMPANY IN THE TWELVE MONTHS PRIOR TO THE DATE ON WHICH THE CLAIM AROSE.
Partner may not assign this Agreement nor any right or obligation without the prior written consent of Company. Company may freely assign this Agreement. If any provision of this Agreement is held to be illegal or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement may be amended and the observance of any provision of this Agreement may be waived only with the written consent of both parties. This Agreement shall be governed by and construed under the laws of the State of California except with respect to its conflict of laws provisions. This Agreement is the entire agreement, and supersedes all prior agreements or discussions between the parties, in each case with respect to the subject matter hereof.
Company new business product licenses are eligible for a one-time 30% Referral Fee, excluding upsells, renewals, and hardware. This one time fee will be calculated based on the 1st payment, that a new business customer, that has been officially referred, submits to Filtered.