- Definitions of time – For the purposes or defining when events occurred, if necessary, we will determine whether to use Australian Eastern time (by default) or another time zone, at Our discretion.
- "Agreement" means this Referral Program Agreement and all materials referred or linked to in here.
- “Customer Terms of Service” means those terms and conditions agreed to by the End User.
- “Cascade” or “Cascade Strategy” means the public facing website and branding of Responsis Pty Ltd and its services.
- “End User” means the authorized actual user of the Subscription Service.
- "End User Data" means all information that End User submits or collects via the Subscription Service and all materials that End User provides or posts, uploads, inputs or submits for public display through the Subscription Service.
- “List Price” means the standard pricing for the Subscription Service as listed at http://www.executestrategy.net/pricing. We reserve the right to change such pricing at any time.
- “Referrer Transactions” means those transactions that are eligible for a Revenue Share pursuant to the ‘Referrer Transactions’ section of this Agreement.
- “Referral Program” means Our referral program as described in this Agreement.
- “Program Policies” means any policies we create to govern specified areas of the Referral Program.
- "Responsis Pty Ltd Content" means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that We incorporate into Our services.
- “Net Revenue” means the initial fee, any renewal fees, any upgrade or downgrade fees, and any add-on fees that are actually paid to Us by an End User for the Subscription Service. Net Revenue shall be calculated net of any discounts, taxes payable and subsequent refunds not due to a contract breach by Responsis Pty Ltd.
- “Revenue Share” means an amount, expressed as a percentage of Net Revenue paid to Us by an End User. Section 4 “Revenue Share and Payment” outlines the percentage levels and is hereby incorporated into this Agreement.
- “Subscription Service” means Our web-based strategy execution suite, tools and platform that are subscribed to by an End User, and developed, operated, and maintained by Us, accessible via http://executestrategy.net or another designated URL, and any ancillary products and services, including website hosting, that We provide to End Users.
- “Contact” means a specific individual, identified primarily by their email address.
- “Registered Lead” means a contact that has come to Responsis through a unique referral link from a referral partner.
- "We", "Us", “Our”, and “Responsis” means Responsis Pty Ltd.
- “You”, “Your”, “Referrer”, and “Referral Partner” means the party, other than Responsis Pty Ltd, entering into this Agreement and participating in the Referral Program.
- 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.
- Partner Transactions.
- Registered Leads. Once you have signed up as an Referral Partner, we will provide you with a unique referral link (“Link”) that links to a Cascade website to start the enrollment process. Whenever you tell a potential new Contact about Cascade and how We can help improve their strategic execution, You or the potential new Contact will just use that Link, and we will take care of the rest. At this point, the Contact will be considered a Registered Lead, if the Contact passes the criteria outlined in “Eligibility” at the time We assess it. You must use the Link, otherwise, We have no way of tracking or knowing where the new Contact came from, and we will not associate the Contact with You or pay You a Revenue Share.
- Eligibility. To qualify as a Registered lead, the Contact must pass all of the following criteria:
- The Contact is not currently a customer of Responsis
- The Contact is not currently a sales prospect of Responsis
- The registration of the Contact or selling to the Contact would not violate any other contracts that Responsis holds.
You are not eligible to receive a Revenue Share on any Partner Transaction if: (i) such compensation is disallowed or limited by federal, state or local law or regulation in Australia or the laws or regulations of Your jurisdiction; (ii) the applicable End User objects to or prohibits the inclusion of such compensation in the price of the contract or excludes such compensation from its payments to Us; or (iii) the End User has paid or will pay such commissions, referral fees, or other compensation directly to You. We may discontinue Revenue Share payment should any of the eligibility criteria set forth in this subsection fail to be met at any time.
If a Registered Lead does not purchase the Subscription Service within 90 days of becoming a Registered Lead, it will be considered expired and You will need to complete the registration process again in order to re-qualify for a Revenue Share for that Contact. A Contact is not considered a valid Registered Lead: (i) if it is not registered, (ii) if it is expired, or (iii) if it is registered after this Agreement is expired or terminated.
- Promotion. You and Responsis will cooperate in good faith to promote the Subscription Service. Each Link will permit recipients to navigate directly to a page on a Cascade website designated by Us via a special tagged link format.
- Revenue Share and Payment.
- Tax and Bank Information. All Referral Partners are required to complete and submit proper tax information to Responsis before commission payments will be issued. Additionally, you must provide us with the name and address of your bank, your account name and number, and the Swift (BIC) code, IBAN, and ACH number of your account. This information must be provided by email to firstname.lastname@example.org.
- Billing. You don’t have to worry about collecting any funds from any of the new Registered Leads you refer to Us. Responsis will bill the End User directly and will be solely responsible for collecting payment. When a new End User subscribes to the Subscription Services through your Link and begins a paid Subscription Service, You will be eligible for Revenue Share.
- Revenue Share. The base Revenue Share for any Referral Partner is twenty-five percent (25%) of revenue received from the initial charge from such End Users, then 10% of all additional revenue received from such subscribers after the first charge.
- Referral Partner Portal. As a Referral Partner, we will provide you with access to the Referral Program Dashboard using Your login credentials. There, you can see a summary report for all new subscriptions directed from your Link for paid plans, including information on new subscriber pricing plans and the associated commissions.
- Revenue Share Payment. When paying a commission, We, or one of Our affiliates, will pay the Revenue Share amount due to You within forty-five (45) days after the end of each fiscal quarter in an amount equal to the Net Revenue we recognize as revenue from Referral Transactions during such quarter, times the Revenue Share percentage. We will not pay more than one Revenue Share or other similar referral fee on any given referral sale (unless we choose to in our discretion), and We may apportion a Revenue Share if more than one of Our referral partners has contributed to the close of a sale. A balance of at least USD $50 must be accrued in your account before you will receive a Revenue Share payment.
- Taxes. You are responsible for payment of all taxes applicable to the Revenue Share. All amounts payable by Us to You are subject to offset by Us against any amounts owed by You to Us.
- Change in Commission Rate. At Responsis’ discretion, it may increase referral commissions based on performance on a case-by-case basis and may revert back to the original percentage if performance does not remain consistent. Responsis does not guarantee increases in commission to any affiliate, and Responsis retains the right to change, modify, or cancel any commission plan at any time.
- During the term of this Agreement, You may use Our trademark as long as You are given explicit permission from Responsis to do so, and 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 Program and this Agreement; and (iii) 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.
- Proprietary Rights.
- Responsis Pty Ltd.’s Proprietary Rights. No license to any software is granted by this Agreement. The Subscription Service is protected by intellectual property laws. The Subscription Service belongs to and is the property of Us or Our licensors (if any). We retain all ownership rights in the Subscription Service. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the Responsis Pty Ltd Content or the Subscription Service in whole or in part, by any means, except as expressly authorized in writing by Us. Responsis Pty Ltd, the Responsis Pty Ltd 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 and partners to comment on the Subscription Service, provide suggestions for improving it, 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 Subscription Service, without payment to You
- End User’s Proprietary Rights. As between You and End User, End User retains the right to access and use the End User portal associated with the Subscription Service regardless of whether You placed the order with Us for an End User or made or make payments for an End User. End User will own and retain all rights to the End User Data. If We deem it to be necessary based on the relationship status between You and the End User, We may port ownership of the portal associated with the Subscription Service to the End User
- As used herein, “Confidential Information” means all confidential information disclosed by a party ("Disclosing Party") to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party or (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party. The Receiving Party shall: (i) protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses with its own confidential information, but in no event less than reasonable care, (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information of the Disclosing Party to any third party, and (iv) limit access to Confidential Information of the Disclosing Party to its employees, contractors and agents. The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process.
- Term & Termination.
- Term. This Agreement will apply for as long as you participate in the Referral Program, until terminated
- Termination Without Cause. Both You and we may terminate this Agreement on sixty (60) days written notice to the other party.
- Termination for Cause. We may terminate this Agreement and/or suspend Your or the End User’s access to the Subscription Service: (i) upon thirty (30) days’ notice to You of a material breach if such breach remains uncured at the expiration of such period, or (ii) upon fifteen (15) days’ notice to You of non-payment of any amount due hereunder 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 the End User violates the Customer Terms of Service or applicable local, state, federal, or foreign laws or regulations, or (v) immediately, if We determine that You are acting 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 without cause by Us or by You with cause, shall not affect Our obligation to pay You a Revenue Share, so long as the related payment by the End User is recognized by Us within thirty (30) days after the date of such termination or expiration. We will not pay You fees on End User payments recognized by Us after thirty (30) days after the date of such termination or expiration. 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 Revenue Share will terminate upon the date of such termination, regardless of whether You would have otherwise been eligible to receive Revenue Share prior to the date of termination. Except as expressly set forth in this section, You are not eligible to receive a Revenue Share after expiration or termination of this Agreement.
- Representations and Warranties.
- You represent and warrant that: (i) You have all sufficient rights and permissions to provide the prospect data to Us for Our use in sales and marketing efforts or as otherwise set forth in this Agreement, (ii) Your participation in this Referral Program will not conflict with any of Your existing agreements or arrangements.
You will indemnify, defend and hold us harmless, at Your expense, against any third-party claim, suit, action, or proceeding (each, an "Action") brought against Us (and Our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us to the extent that such Action is based upon or arises out of (a) Your participation in the Referral Program, (b) Our use of the prospect data You provided Us, (c) Your noncompliance with or breach of this Agreement. We will: notify You in writing within thirty (30) days of Our becoming aware of any such claim; give You sole control of the defence or settlement of such a claim; and provide You (at Your expense) with any and all information and assistance reasonably requested by You to handle the defence or settlement of the claim. You shall not accept any settlement that (i) imposes an obligation on Us; (ii) requires Us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on Us without our prior written consent.
- Disclaimers; Limitations of Liability
- Disclaimer of Warranties. WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE SUBSCRIPTION SERVICE, RESPONSIS PTY LTD CONTENT, OR THE REFERRAL PROGRAM FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE SUBSCRIPTION SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE SUBSCRIPTION SERVICE INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
- No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES
- 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 REVENUE SHARE AMOUNTS YOU HAVE ACTUALLY EARNED FOR THE RELATED REFERRAL TRANSACTIONS IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM.
- You agree not to intentionally solicit for employment any of Our employees or contractors during the term of this Agreement and for a period of twelve (12) months following the termination or expiration of this Agreement. Both You and We acknowledge that (i) any newspaper or other public solicitation not directed specifically to such person shall not be deemed to be a solicitation for purposes of this provision, and (ii) this provision is not intended to limit the mobility of either Our employees or contractors.
- Amendment; No Waiver. We may update and change any part or all of this Agreement. If We update or change this Agreement, we will let you know via email and/or another channel at our discretion. The updated Agreement will become effective and binding on the next business day after it is posted. When We change this Agreement, the "Last Modified" date on the web page or of the file will be updated to reflect the date of the most recent version. We encourage You to review this Agreement periodically.
If You do not agree with a modification to this Agreement, You must notify Us in writing within thirty (30) days after receiving notice of modification. If you give Us this notice, this Agreement will terminate sixty (60) days after We receive this notice and our relationship will continue to be governed by the terms and conditions of the version of this Agreement applicable immediately prior to modification for the remainder of the Agreement term. 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 New South Wales, Australia without regard to the conflict of law’s 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 New South Wales, Australia.
- 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 non-payment 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, legal 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 Australia and any other relevant local export laws and regulations may apply to the Subscription Service. You will not directly or indirectly export, re-export, or transfer the Subscription Service to prohibited countries or individuals or permit use of the Subscription Service 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 Responsis Pty Ltd, 487 Elizabeth Street (Level 2), Surry Hills, Sydney, NSW, 2010, Australia.
To You: Your address as provided in Our referral partner account information for You.
We may give electronic notices by general notice via the partner portal and may give electronic notices specific to You by email to Your e-mail address(es) on record in Our account information for You or through the notifications center in the partner portal. 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 Program and supersedes all other proposals and agreements (including all prior versions of the Responsis Pty Ltd Referral Program Agreement, if any), 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 Subscription Service or dependent on any oral or written public comments made by Us regarding future functionality or features of the Subscription Service. It is the express wish of both You and Us that this Agreement and all related documents be drawn up in English.
- 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.
- 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 Subscription Service, Our trademarks, or any other property or right of Ours.
- Sales by Responsis Pty Ltd. This Agreement shall in no way limit Our right to sell the Subscription Service and its other products and services, 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: ‘Revenue Share and Payment’, ‘Proprietary Rights’, ‘Confidentiality’, ‘Effects of Termination/Expiration’, ‘Indemnification’, ‘Disclaimers; Limitation of Liability’, ‘Non-Solicitation’ and ‘General’.
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