Referral Partnership Agreement

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Referral Partnership Agreement

1. Definitions

In addition to the terms defined in the body of this Agreement, the following terms have the following meanings:

“Agreement” means this Referral Partner Program Agreement and all materials referred or linked to in here.

“Customer” means the authorized actual user of the FreeAgent Products who has purchased or signed up for the FreeAgent products after being a Proposed Lead.

“Customer Transactions” means those transactions by Proposed Leads that are eligible for Commission pursuant to the ‘Referral Fees” section of this Agreement. Customer Transactions may include customer purchases or customer signups, as further described in the Affiliate Tool.

“FreeAgent Platform” means the online CRM subscription service provided by FreeAgent and the underlying servers and software used to provide such a service.

“Other Products” means those products and services that we offer, which are not included in the Subscription Service (as detailed below); and, for the purposes of this Agreement, Other Products include all of our legacy sales and marketing products, and any implementation, customization, training, consulting, additional support or other professional services, or fees for third-party products or services.

“Partner Portal” means the portal each Referral Program Partner uses to input all necessary information described in this Agreement.

“Proposed Leads” Leads brought to FreeAgent by Referral Partner to be considered as a customer.

“Program Policies Page” means the landing page where we will provide all the up to date guidelines and policies for the Affiliate Program.

“Referral Fee” means the amount described in the Program Policies and this Agreement for each Customer Transaction.

“Referral Partner Program” means our Referral Partner Program as described in this Agreement.

“Subscription Service” means our web-based sales software that is subscribed to, and developed, operated, and maintained by us, accessible via http://www.freeagentcrm.com or another designated URL, and add-on products to our sales software. For the purposes of this Agreement, the Subscription Service does not include our legacy sales products, any implementation, customization, training, consulting, additional support or other professional services, or fees for third-party products or services.

“We”, “us”, “our”, and “FreeAgent” means FreeAgent, Inc.

“Win” when a Prospect Lead results in a fully executed Customer Transaction.

“You” and “Affiliate” means the party, other than FreeAgent, entering into this Agreement and participating in the Referral Partner Program.

2. Non-Exclusivity

This Agreement does not create an exclusive agreement between you and us. Both you and we will have the right to recommend similar products and services of third parties and to work with other parties in connection with the design, sale, installation, implementation and use of similar services and products of third parties.

3. Referral Partner Acceptance

Once you complete an application to become a Referral Partner, we will review your application and notify you whether you have been accepted to participate in the Referral Partner Program, or not. Before we accept an application, we may want to review your application with you, so we may reach out to you for more information. We may require that you complete certain requirements or certification(s) before we accept your application.

If you are accepted to participate in the Referral Partner Program, then upon notification of acceptance, the terms and conditions of this Agreement shall apply in full force and effect, until terminated, pursuant to the terms set forth below. Further, you will need to complete any enrollment criteria set out in the Program Policies Page, if applicable. Failure to complete any enrollment criteria within thirty (30) days of your acceptance will result in the immediate termination of this Agreement and you will no longer be able to participate in the Referral Partner Program.

Your acceptance and participation in the Referral Partner Program does not mean that you will be accepted into any of our FreeAgent Partner Programs, including our Solutions Partner Program or our Affiliate Partner Program. In order to participate in these programs, you will need to apply in accordance with the relevant application procedure.

You will comply with the terms and conditions of this Agreement at all times, including any applicable Program Policies.

4. Lead Referral and Acceptance

Lead Referral

Referral Partner shall refer sales leads (“Proposed Leads”) to FreeAgent by submitting the required information through our referral submission form within the partner portal, which can be accessed online at https://freeagentcrm.com/legal/. Following submission of any Proposed Lead, Referral Partner may be asked by FreeAgent to supply additional information and/or assist FreeAgent in making contact with the Proposed Lead by arranging an introduction, meeting, conference call or other means of communication with the Proposed Lead.

Lead Acceptance

Within a reasonable period of time following each referral of a Proposed Lead, FreeAgent shall review the Proposed Lead and provide Referral Partner with a notification of its acceptance, qualification or rejection of the Proposed Lead. FreeAgent will be under no obligation to accept any Proposed Lead and may reject or decline to accept any Proposed Lead for any commercially reasonable reason as determined by FreeAgent in its discretion, including without limitation, that: (i) the Proposed Lead was an existing customer of FreeAgent at the time of the referral by Referral Partner; (ii) FreeAgent was already involved in discussions relating to the sale of a subscription or other products or services to the Proposed Lead at the time of the referral to FreeAgent; (iii) the Proposed Lead had previously been referred to FreeAgent by Referral Partner or by any other third party.

5. Referral Fees (Partner Commission)

Commission and Payment

In order to receive payment under this Agreement, you must have: (i) agreed to the terms of this Agreement; (ii) completed all steps necessary to create your account in the Partner Portal in accordance with our directions, (iii) have a valid and up-to-date payment method in the Partner Portal with such account (iv) completed any and all required tax documentation in order for FreeAgent to process any payments that may be owed to you.

Eligibility

To be eligible for Commission (i) a Proposed Lead must be accepted and valid in accordance with the ‘Lead Acceptance’ section, (ii) a Customer Transaction must have occurred, (iii) a Customer must remain a customer during the locking period in the in the Program Policies. You are not eligible to receive Commission or any other compensation from us based on transactions for Other Products or if: (i) such compensation is disallowed or limited by federal, state or local law or regulation in the United States or the laws or regulations of your jurisdiction; (ii) the applicable Customer objects to or prohibits such compensation or excludes such compensation from its payments to us or FreeAgent Partners; (iii) the Customer has paid or will pay such commissions, referral fees, or other compensation directly to you, (iv) the Commission payment has been obtained by fraudulent means in violation of any Referral Partner Program Policies that we make available to you, or by any other means that we deem to breach the spirit of the Referral Partner Program, or (v) the Customer participates in any of our partner programs, including our Affiliate Program or Solutions Partner Program and is eligible to receive commission in relation to the Customer Transaction under any of these programs. If at any point you are eligible to receive a revenue share payment or commission under another Program at FreeAgent, that payment amount will not change based on your participation in the Referral Partner Program.

For example, you will not be able to receive the Commission set out in this Agreement on any Partner Transaction that was completed whilst participating as a partner in the Solutions Partner Program (as defined in the SolutionsPartner Program Agreement). In competitive situations with other Referral Partners, we may elect to provide the Commission to the Partner that we deem to be the most eligible for Commission, at our discretion. We may discontinue Commission payments should any of the eligibility criteria set forth in this subsection fail to be met at any time.

Fee Payment

We (as set out in the Program Policies) will determine the currency in which we pay the Commission, as well as the applicable conversion rate. We will not pay more than one Commission payment or other similar Referral Fees on any given Customer Transaction (unless we choose to in our discretion).

Taxes

You are responsible for payment of all taxes and fees (including bank fees) applicable to the Commission. All amounts payable by us to you are subject to offset by us against any amounts owed by you to us.

6. Confidentiality

Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of FreeAgent includes non-public information regarding features, functionality and performance of the Service. Your Proprietary Information includes Your Data. The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance under this Agreement or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.

The foregoing section supersedes any separate confidentiality or non-disclosure agreement previously entered into between You and FreeAgent.

7. Trademarks

You grant to us a nonexclusive, non-transferable, royalty-free right to use and display your trademarks, service marks and logos in connection with the Referral Partner Program and this Agreement.

During the term of this Agreement you may use our trademark as long as you follow the usage requirements in this section. You must: (i) only use the images of our trademark that we make available to you, without altering them in any way; (ii) only use our trademarks in connection with the Referral Partner Program and this Agreement; (iii) comply with our style guide
https://freeagentcrm.com/legal/acceptable-use-policy/ and Trademark Usage Guidelines; and (iv) immediately comply if we request that you discontinue use. You must not: (i) use our trademark in a misleading or disparaging way; (ii) use our trademark in a way that implies we endorse, sponsor or approve of your services or products; or (iii) use our trademark in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material.

8. Proprietary Rights

FreeAgent’s Proprietary Rights

No license to any software is granted by this Agreement. The FreeAgent Products are protected by intellectual property laws. The FreeAgent Products belong to and are the property of us or our licensors (if any). We retain all ownership rights in the FreeAgent Products. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the FreeAgent Content, or the FreeAgent Products in whole or in part, by any means, except as expressly authorized in writing by us. If you wish to use FreeAgent Content, you must comply with our Content Usage Guidelines here. FreeAgent, the FreeAgent logos, and other marks that we use from time to time are our trademarks and you may not use them without our prior written permission, except as otherwise set forth in this Agreement.

We encourage all customers, affiliates and partners to comment on the FreeAgent Products, provide suggestions for improving them, and vote on suggestions they like. You agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into the FreeAgent Products, without payment to you.

Customer’s Proprietary Rights

As between you and Customer, Customer retains the right to access and use the Customer portal associated with the FreeAgent Products. For the avoidance of doubt, Customer will own and retain all rights to the Customer Data.

9. Term and Termination

Term

This Agreement will apply for as long as you participate in the Referral Partner Program, until terminated.

Termination Without Cause

Both you and we may terminate this Agreement on fifteen (15) days written notice to the other party.

Termination for Agreement Changes

If we update or replace the terms of this Agreement, you may terminate this Agreement on five (5) days written notice to us, provided that you send us written notice within ten (10) days after we send you notice of the change.

Termination for Cause

We may terminate this Agreement: (i) upon thirty (30) days’ notice to you of a material breach if such breach remains uncured at the expiration of such period, (ii) upon fifteen (15) days notice to you of non-payment of any amount due to us if such amount remains unpaid at the expiration of such period, (iii) immediately, if you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, (iv) immediately, if you breach the terms applicable to your subscription with us (if you have one), including if you default on your payment obligations to us or our affiliate, or (v) immediately, if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.

Effects of Expiration/Termination

Expiration of this Agreement, and termination of this Agreement: (i) without cause by us,(ii) by you with cause, (iii) by you according to the ‘Termination for Agreement Changes’ section, shall not affect our obligation to pay you a Commission, so long as the related payment by the Customer Transaction is recognized by us within thirty (30) days after the date of such termination or expiration and provided that in no event shall you be entitled to payment of Commission under this Agreement if you are eligible to receive a revenue share payment under the Solutions Partner Program Agreement. We will not pay you fees on Customer Transactions recognized by us after thirty (30) days after the date of such termination or expiration set out above. Provided however, in the event of termination without cause by you, or for cause by us, our obligation to pay and your right to receive any Commission will terminate upon the date of such termination, regardless of whether you would have otherwise been eligible to receive Commission prior to the date of termination. Except as expressly set forth in this section, you are not eligible to receive a Commission payment after expiration or termination of this Agreement. Upon termination or expiration, you will discontinue all use of and delete the Affiliate Tool that we make available to you for your participation in the Referral Partner Program. Upon termination or expiration, an Affiliate Lead is not considered valid, and we may choose to maintain it in our database and engage with such a prospect.

Upon termination or expiration, you will immediately discontinue all use of our trademark and references to this Referral Partner Program from your website(s) and other collateral. For the avoidance of doubt, termination or expiration of this Agreement shall not cause a Customer’s subscription agreement to be terminated.

10. Warranties and Disclaimers

Authority

Each party represents and warrants that it has the legal power and authority to enter into this Agreement.

11. Limitation of Liability

IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY, THE PARTIES AGREE THAT OUR AGGREGATE LIABILITY WILL BE LIMITED TO THE TOTAL COMMISSION AMOUNTS YOU HAVE ACTUALLY EARNED FOR THE RELATED CUSTOMER TRANSACTIONS IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM.

12. General Provisions

Amendment; No Waiver

We may update and change any part or all of this Agreement, including by replacing it in its entirety. If we update or change this Agreement, the updated Agreement will be made available to you via the Referral Partner Program Policies and/or by email. The updated Agreement will become effective and binding on the next business day after we have notified you. When we change this Agreement, the “Last Modified” date above will be updated to reflect the date of the most recent version at https://freeagentcrm.com/legal/. We encourage you to review this Agreement periodically. If you don’t agree to the update, change or replacement, you can choose to terminate as we describe above. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.

Applicable Law

This Agreement shall be governed by the laws of the State of California, without regard to the conflict of laws provisions thereof. In the event either of us initiates an action in connection with this Agreement or any other dispute between the parties, the exclusive venue and jurisdiction of such action shall be in the state and federal courts in Santa Clara County, CA.

Force Majeure

Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.

Actions Permitted

Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.

Relationship of the Parties

Both you and we agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement.

Compliance with Applicable Laws

You shall comply, and shall ensure that any third parties performing sales or referral activities on your behalf comply, with all applicable foreign and domestic laws (including without limitation export laws and laws applicable to sending of unsolicited email), governmental regulations, ordinances, and judicial administrative orders. You shall not engage in any deceptive, misleading, illegal or unethical marketing activities, or activities that otherwise may be detrimental to us, our customers, or to the public. Export laws and regulations of the United States and any other relevant local export laws and regulations may apply to the FreeAgent Products. You will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the US Department of the Treasury. You will not directly or indirectly export, re-export, or transfer the FreeAgent Products to prohibited countries or individuals or permit use of the FreeAgent Products by prohibited countries or individuals.

Severability

If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.

Notices

Notice will be sent to the contact address set forth herein (as such may be changed by notice given to the other party), and will be deemed delivered as of the date of actual receipt.

To you: your address as provided in our partner account information for you.

We may give electronic notices specific to you by email to your e-mail address(es) on record in our account information for you. We may give notice to you by telephone calls to the telephone numbers on record in our account information for you.

Entire Agreement

This Agreement is the entire agreement between us for the Referral Partner Program and supersedes all other proposals and agreements, whether electronic, oral or written, between us. We object to and reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance or website. Our obligations are not contingent on the delivery of any future functionality or features of the FreeAgent Products or dependent on any oral or written public comments made by us regarding future functionality or features of the FreeAgent Products. It is the express wish of both you and us that this Agreement and all related documents be drawn up in English. We might make versions of this Agreement available in languages other than English. If we do, the English version of this Agreement will govern our relationship and the translated version is provided for convenience only and will not be interpreted to modify the English version of this Agreement.

Assignment

You will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of its assets, change of control or operation of law, without our prior written consent. We may assign this Agreement to any affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.

No Third Party Beneficiaries

Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity (other than the parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Program Policies Page

We may change the Program Policies from time to time. Your participation in the Referral Partner Program is subject to the Program Policies, which are incorporated herein by reference.

No Licenses

We grant to you only the rights and licenses expressly stated in this Agreement, and you receive no other rights or licenses with respect to us, the FreeAgent Products, our trademarks, or any other property or right of ours.

Sales by FreeAgent

This Agreement shall in no way limit our right to sell the FreeAgent Products, directly or indirectly, to any current or prospective customers.

Authority

Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.

Survival

The following sections shall survive the expiration or termination of this Agreement: ‘Commission and Payment’, ‘Proprietary Rights’, ‘Confidentiality’, ‘Effects of Termination/Expiration’, ‘Indemnification’, ‘Disclaimers; Limitation of Liability’, ‘Non-Solicitation’ and ‘General’.

Last Updated: June, 2021

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