These terms and conditions, together with the Referral Agreement, constitute a binding legal agreement between You (either as an individual or entity, hereinafter, “Partner”) and CLEARSALE, LLC (“ClearSale”). ClearSale and Partner may also be referenced herein individually as the “Party” or collectively as the “Parties.”
WHEREAS, ClearSale provides fraud-prevention services to help protect businesses against fraud within different business segments and verticals.
WHEREAS, Partner is in a position to refer Qualified Referrals to ClearSale.
NOW, THEREFORE, for valuable consideration, the receipt, adequacy and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:
For purposes of this Agreement, the capitalized terms below are defined as follows:
1.1. “Services” refer to the fraud-prevention services provided by ClearSale.
1.2. “Annual Fee” refers to the total amount paid to ClearSale under the respective services agreement executed with the Customer for twelve (12) months of Services.
1.3. “Monthly Fee” refers to the total amount paid to ClearSale for one month of Services, i.e., one of twelve installments of the Annual Fee.
1.4. “Referral” means any potential client, i.e., any individual, corporation, company, partnership, governmental authority, or any other legal entity referred by Partner to ClearSale that has been properly vetted by Partner.
1.5. “Qualified Referral” means any potential client referred by Partner and approved by ClearSale. After the Partner provides ClearSale with the Referral, ClearSale shall notify Partner if ClearSale accepts the Referral as a Qualified Referral. ClearSale may, in its sole discretion, either accept or decline any Referral. ClearSale may (but is not obligated) to take into account the following factors when determining whether to accept or decline a Referral: (i) whether ClearSale has enough information about the Referral; (ii) whether the Referral is applicable to the correspondent services; (iii) if ClearSale has already delivered a financial quote to the Referral; (iv) if the Referral’s contact information is generic or public; (v) if a previous referral of the Referral has already been submitted by a different Partner and is not expired.
There’s a 15 months maximum period between the acceptance of the Qualified Referral the Qualified Referral becoming a Customer.
1.6. “Customer” refers to a Qualified Referral introduced to ClearSale by Partner during the Term who executes a service agreement with ClearSale.
1.7. “Referral Commission” means the fee(s) payable by ClearSale to Partner for each services agreement effectively executed between ClearSale and a Qualified Referral generated by Partner.
1.8. “Term” means one (1) year from the Effective Date.
1.9. “Territory” means the United States.
This Agreement will remain in effect for one (1) year as of the Effective Date (“Term”). Notwithstanding the above, the Term of this Agreement shall be understood as automatically renewed unless either Party terminates this Agreement in accordance with Section 6 below.
3.1. During the Term, Partner will promote the Services of ClearSale in the Territory on a nonexclusive basis. Partner will engage Qualified Referrals and send them to ClearSale. Partner will make no representations, warranties or commitments regarding the specifications, features, or capabilities of the Services that are inconsistent with the then-current marketing materials and content provided by ClearSale or that are otherwise available on ClearSale’s website.
3.2. Partner agrees to only present Qualified Referrals to ClearSale, as this term is defined herein. For purposes of this Agreement and in accordance with Subsection 1.4 above, to “vet” a potential client means that Partner has taken all necessary measures to confirm the potential client’s sincerity in engaging the services of ClearSale, including but not limited to Partner’s executing a non-disclosure or confidentiality agreement with such potential client.
3.3. ClearSale agrees to provide Partner will the necessary information, materials, and tools for Partner to perform its obligations hereunder successfully. ClearSale further agrees to provide Partner with training programs from time to time relating to the Services and other ClearSale guidelines and standards; to this end, ClearSale agrees to respond swiftly and professionally to any questions or concerns raised by Partner concerning such training programs, the Services, or the performance of its obligations hereunder.
3.4. ClearSale will have exclusive control over the fees and terms for the Services ClearSale provides. ClearSale further reserves the right to make, modify, or suspend any offer or promotion made to the public, or the respective price thereof, and Partner agrees to adhere to such changes.
3.5. Partner will be solely responsible for any costs or expenses incurred by it in connection with this Agreement unless otherwise authorized in writing by ClearSale.
4.1. Referral Commission. As full and sole compensation to Partner under this Agreement, ClearSale agrees to pay Partner a percentage of the Monthly Fee ClearSale ultimately charges and collects from each Qualified Referral converted into a Customer of ClearSale (“Referral Commission”). The Referral Fee may include a one-time payment fee to the Partner.
Partner will receive the Referral Commission each quarter during the period described in clause 1 of the Referral Agreement (“Compensation Period”). The Compensation Period shall commence only after the dates on which (i) a Sales Agreement is executed between ClearSale and the Customer, and (ii) ClearSale receives chargeable transactions from the Customer. Referral Fees will terminate following expiration of the Compensation Period and pursuant to terms and conditions otherwise described in the Referral Agreement.
ClearSale will have no other payment obligations to Partner other than as expressly set forth in this Section.
4.2. Payment. The Referral Commission for each Customer will be calculated quarterly (in increments of three (3) months) commencing on the first month that the Qualified Referral becomes a Customer. ClearSale shall pay the Referral Commission on a calendar quarterly basis and shall owe the Referral Commission only for quarters in which the Referral Commission equals $50.00 or more.
ClearSale will pay the Referral Commission within thirty (30) days upon submission of Partner’s monthly invoice. Each monthly Referral Commission payment, and therefore each corresponding invoice submitted by Partner, shall include all compensation owed by ClearSale to Partner relating to all Qualified Referrals successfully converted to Customers of ClearSale by Partner, based on the amounts paid by each such Customer in the immediately preceding month.
All payments to Referral Party shall be in United States Dollars unless ClearSale and Referral Party agree otherwise in writing.
The Parties agree that each invoice submitted by Partner to ClearSale in relation to the Services under this Agreement shall be emailed to ClearSale’s Billing Department and addressed to at the email address firstname.lastname@example.org.
For purposes of ensuring receipt, each email sent to the above email address shall include a “Delivery Receipt” confirmation. The Parties agree that any invoice sent with such confirmation shall be considered prima facie evidence of receipt of the respective invoice.
4.3. Withholdings. Any compensation paid to Partner shall be subject to any federal, state, or local tax withholdings, offsets or deductions, as required by law. Considering that Partner is an independent contractor pursuant to Section 7 below, Partner shall be solely responsible for these withholdings, offsets or deductions, and hereby releases and holds ClearSale harmless from any liability whatsoever relating to Partner’s tax obligations hereunder.
5.1. “Confidential Information” under this Agreement shall include any knowledge, data, or information concerning the corporate, financial/economic, technological, or management aspects of ClearSale’s business operations, such as its products, systems, software, hardware, techniques, strategies, methods of operation, or any other information ClearSale discloses to Partner that is or has been labeled or otherwise identified by ClearSale, at its sole discretion, as confidential or proprietary information.
5.2. Each Party shall only use the other Party’s Confidential Information for purposes of performing their obligations under this Agreement, and each Party shall ensure the confidentiality of the other Party’s Confidential Information, affording it the same security treatment as their own confidential information, which shall be no less than an ordinary standard of care.
5.3. Prior to disclosing any Confidential Information, Partner shall obtain a written agreement from any Qualified Referral to keep such matters confidential unless that other party is a professional advisor to Partner who is bound by a duty of confidentiality.
5.4. Partner will not make any press or other announcements or releases relating to this Agreement without the approval of ClearSale as to the form and manner of such announcement or release.
5.5. Neither Party shall disclose the other Party’s Confidential Information unless otherwise compelled by law or is expressly authorized by the other Party.
5.6. In the event that a Party is required by law or legal process to disclose the other Party’s Confidential Information, it shall first, where permitted by law, notify the other Party and grant said other Party the reasonable opportunity to contest or move to limit or quash such disclosure.
5.7. The following shall not be considered Confidential Information:
Any information that was fully or partially in the public domain when disclosed or that becomes part of the public domain after being disclosed, without this being considered a breach by Partner to its obligations hereunder;
Any information that was already known by Partner at the time of disclosure;
Any information attributed to an order to disclose issued by a court or other government authority, provided that Partner gives ClearSale prior written notice of such compelled disclosure (to the extent that it is legally permitted).
5.8. During the Term and for a period of ten (10) years following the termination thereof, Partner shall not:
Reveal to any third party or the general public or republish any Confidential Information disclosed to Partner by ClearSale in relation to the Services;
Copy, modify, translate, reverse engineer, decompile, disassemble, edit, or modify any of the Confidential Information, including ClearSale’s software or applications, or create derivative works based thereon.
6.1. Either Party may terminate this Agreement by providing thirty (30) days prior written notice to the other Party. Upon termination by either Party, any outstanding Referral Commissions due to Partner will be paid within thirty (30) days by ClearSale upon submission of the respective invoice by Partner, if applicable.
6.2. ClearSale may terminate this Agreement immediately and without any liability whatsoever in the following cases:
6.2.1 If Partner fails to convert any Qualified Referrals into Customers for six (6) consecutive months.
6.2.2 If Partner violates any of the provisions outlined in the Confidential Covenant set forth in Section 5 above.
6.2.3 If Partner knowingly misrepresents its relationship with ClearSale to any third party.
6.3. Partner may terminate this Agreement immediately and without any liability whatsoever in the following cases:
6.3.1 If ClearSale fails to make full payment of any invoice properly submitted (pursuant to Section 4 supra) by Partner within ninety calendar (90) days upon receipt.
6.3.2 If ClearSale fails to provide the training, information, materials or tools outlined in Subsection 3.2 supra to the extent that such failure results in Partner’s inability to effectively perform its obligations hereunder.
6.3.3 If Partner violates any of the provisions outlined in the Confidential Covenant set forth in Section 5 supra.
The Parties are and shall be independent contractors to each other. Nothing contained herein shall be deemed to create an employment, agency, joint venture, or partnership relationship between the Parties hereto or any of their agents or employees, or any other legal arrangement that would impose liability upon either ClearSale or Partner for the actions or the failure to act of the other. Neither ClearSale nor Partner shall have any express or implied power to enter into any contracts or commitments or to incur in any liabilities on behalf of the other Party, or to bind the other Party in any respect whatsoever.
This Agreement sets forth the entirety of Partner’s rights to market, promote, reproduce, use, distribute and otherwise deal with the Services and materials or documentation of ClearSale in connection with its scope under this Agreement. ClearSale retains title to, and ownership of the Services and other ClearSale materials and documentation including all associated patent, copyright, trademark and other intellectual property rights. No title to or ownership of Services is transferred to Partner under this Agreement. ClearSale reserves all rights to the Services and its materials and documentation.
9.1. Referral submission. The Partner must submit the Referral to ClearSale using the following form, unless ClearSale expressly agrees otherwise in writing: http://offer.clear.sale/referral-form-clearsale-0
9.2. Notices. Any notice under this Agreement from either Party to the other Party will be made in writing and delivered to the email address of each Party’s representative as provided in the Referral Agreement.
9.3. Assignment. Partner is prohibited from assigning all or any part of this Agreement to any third party.
9.4. Indemnity. Partner shall indemnify, defend and hold ClearSale and its parents, subsidiaries and affiliates harmless, including their respective directors, officers, employees (collectively, the "Indemnified Parties") and agents, from and against any liability, loss, claim, demand, cost or expense, (including, but not limited to, reasonable attorney's fees), imposed or claimed against the Indemnified Parties (i) as a result of Referral Party’s breach of this Agreement, or (ii) in connection with Referral Party’s performance under this Agreement.
9.5. Disclaimer and Limitation. Except as expressly set forth herein, each Party explicitly disclaims and makes no representation or warranty of any kind, either express or implied, including, without limitation, warranties of merchantability, title, non-infringement, accuracy, completeness, freedom from defects, uninterrupted use, or fitness for a particular purpose and warranties based upon course of dealing or trade usage. Except for a breach to the confidentiality obligations referred to in Section 5 above, neither Party will be liable for any loss of profits, loss or interruption of business, loss of use or loss of data, nor for any indirect, special, incidental, consequential, or exemplary damages of any kind, regardless of the form or cause of action whether under this agreement or otherwise, even if such party has been advised of the possibility of such loss.
9.6. Governing Law. This Agreement will be interpreted, construed and enforced in accordance with the laws of the State of Florida, without regard to conflicts of laws principles.