These terms and conditions, together with the Referral Agreement, constitute a binding legal agreement between You (either as an individual or entity) and CLEARSALE, LLC (“ClearSale”). ClearSale and You may also be referenced herein individually as the “Party” or collectively as the “Parties.”
WHEREAS, the parties desire to enter into a referral relationship under which they shall refer potential clients to each other in exchange for a Referral Commission (as defined below and provided herein), as described in the Referral Agreement executed by the Parties.
WHEREAS, each referral party (the "Partner" ) should introduce companies to the other party (the "Referenced Company") that could benefit from their services.
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 the Referenced Company.
1.2. “Annual Fee” refers to the total amount paid to the Referenced Company 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 the Referenced Company 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 the Referenced Company that has been properly vetted by Partner.
1.5. “Qualified Referral” means any potential client referred by Partner and approved by the Referenced Company. After the Partner provides the Referenced Company with the Referral, the Referenced Company shall notify Partner if the Referenced Company accepts the Referral as a Qualified Referral. The Referenced Company may, in its sole discretion, either accept or decline any Referral. The Referenced Company may (but is not obligated) to take into account the following factors when determining whether to accept or decline a Referral: (i) whether the Referenced Company has enough information about the Referral; (ii) whether the Referral is applicable to the correspondent services; (iii) if the Referenced Company 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 maximum period, described in the main Agreement, between the acceptance of the Qualified Referral the Qualified Referral becoming a Customer.
1.6. “Customer” refers to a Qualified Referral introduced to the Referenced Company by Partner during the Term who executes a service agreement with the Referenced Company.
1.7. “Referral Commission” means the fee(s) payable by the Referenced Company to Partner for each services agreement effectively executed between the Referenced Company and a Qualified Referral generated by Partner.
1.8. “Territory” refers to the entire world unless otherwise specified in the Referral Agreement
This Agreement will remain in effect for one (1) year as of the Effective Date (“Term”), unless otherwise stated in the Referral Agreement. Notwithstanding the above, the Term of this Agreement shall be understood as automatically renewed for periods of one year intervals, unless either Party terminates this Agreement in accordance with Section 6 below.
3.1. During the Term, Partner will promote the Services of the Referenced Company in the Territory on a nonexclusive basis. Partner will engage Qualified Referrals and send them to the Referenced Company. 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 the Referenced Company or that are otherwise available on the Referenced Company’s website.
3.2. Partner agrees to only present Qualified Referrals to the Referenced Company, 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 the Referenced Company.
3.3. The Referenced Company agrees to provide Partner will the necessary information, materials, and tools for Partner to perform its obligations hereunder successfully. The Referenced Company further agrees to provide Partner with training programs from time to time relating to the Services and other company guidelines and standards; to this end, the Referenced Company 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. The Referenced Company will have exclusive control over the fees and terms for the Services the Referenced Company provides. The Referenced Company 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 the Parties.
4.1. Referral Commission. As full and sole compensation to Partner under this Agreement, the Referenced Company agrees to pay Partner a percentage of the Monthly Fee the Referenced Company ultimately charges and collects from each Qualified Referral converted into a Customer of the Referenced Company (“Referral Commission”), as described in the Referral Agreement. The Referral Fee may include a one-time payment fee to the Partner.
Partner will receive the Referral Commission each quarter during the first twelve (12) month period from the date of the Customer operation's start with the Referenced Company (“Compensation Period”), unless otherwise stated in the Referral Agreement. The Compensation Period shall commence only after the dates on which (i) a Sales Agreement is executed between the Referenced Company and the Customer, and (ii) the Referenced Company 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.
the Referenced Company 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. The Referenced Company shall pay the Referral Commission on a calendar quarterly basis and shall owe the Referral Commission only for quarters in which the aggregate Referral Commission equals $50.00 or more.
The Referenced Company will pay the Referral Commission within thirty (30) days upon submission of Partner’s monthly statement. Each monthly Referral Commission payment, and therefore each corresponding invoice submitted by Partner, shall include all compensation owed by the Referenced Company to Partner relating to all Qualified Referrals successfully converted to Customers of the Referenced Company 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 the Referenced Company and Referral Party agree otherwise in writing.
The Parties agree that each invoice submitted by Partner to the Referenced Company in relation to the Services under this Agreement shall be emailed to the Referenced Company’s Billing Department.
For purposes of ensuring receipt, each email sent 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 the Referenced Company 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 the Referenced Company’s business operations, such as its products, systems, software, hardware, techniques, strategies, methods of operation, or any other information the Referenced Company discloses to Partner that is or has been labeled or otherwise identified by the Referenced Company, 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 the Referenced Company 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 the Referenced Company 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 the Referenced Company in relation to the Services;
Copy, modify, translate, reverse engineer, decompile, disassemble, edit, or modify any of the Confidential Information, including the Referenced Company’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 the Referenced Company upon submission of the respective invoice by Partner, if applicable.
6.2. The Referenced Company 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 the Referenced Company 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 the Referenced Company 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 the Referenced Company fails to provide the training, information, materials or tools outlined in Subsection 3.3 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 the Referenced Company or Partner for the actions or the failure to act of the other. Neither the Referenced Company 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 the Referenced Company in connection with its scope under this Agreement. The Referenced Company retains title to, and ownership of the Services and other company 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. The Referenced Company reserves all rights to the Services and its materials and documentation.
9.1. Referral submission. The Partner must submit the Referral to the Referenced Company using the online form provided by the the Referenced Company, unless the Referenced Company expressly agrees otherwise in writing.
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. The Referenced Company is prohibited from assigning all or any part of this Agreement to any third party.
9.4. Indemnity. Partner shall indemnify, defend and hold the Referenced Company 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.
9.7. If there is any inconsistency between any other support documents executed by the Parties and these terms and conditions, these terms and conditions will prevail in relation to the relevant Services except where the support document specifically references a provision of these terms and conditions and modifies or disapplies it.