This Referral Partner Agreement (the “Agreement”) is a legal agreement between _____ (“Referral Partner”) and Adeptmind Inc.,a Canadian corporation, with offices at 901-110 YongeStreet, Toronto, ON, CA M5C1T4 (“Adeptmind”), herein being collectively referred to as the “Parties.” This Agreement shall be effective as of the date of such form submission (“Effective Date”)
Referral Partner may submit leads of potential new customers (each a “Prospective End Customer”) to Adeptmind;for the purpose of assisting Adeptmindto win new business. For the sake of clarity, any use of the term "partner" in this Agreement or in connection with the relationship created by this Agreement shall in no way imply that the Parties are engaged in a joint venture or that either Party otherwise has any ownership interest in, or common enterprise with, the other Party.
2. Qualification Process
Referral Partner shall submit leads to Adeptmindfor each Prospective End Customer through the online form on the “Refer a Client” webpage, or directly via email to the signing officer in this agreement. In order for Referral Partner to receive a referral commission (a “Referral Fee”), Adeptmindand Prospective End Customer must enter into a valid and binding annualcontractwithin one hundred eighty (180) days of Adeptmind’semail notification to Referral Partner of its acceptance of the Prospective End Customer lead.
3. Referral Fees and Payment
Adeptmindshall pay to Referral Partner the following Referral Fees: 10% of all Annual Recurring Revenuereceived by Adeptmindfor the Product Offerings. “Annual RecurringRevenue” shall mean thefees paid to Adeptmindby Prospective End Customer withinthe first twelve (12) months of Prospective End Customer’s contractto AdeptmindProduct Offerings, excluding any Add-on Sales. “Add-on Sales” shall mean additional purchases of Adeptmind’sProductOfferings made following Prospective End Customer’s initial purchaseand statement of work.For avoidance of doubt, the Parties understand and agree that Annual RecurringRevenue shall exclude professional services, training services or consulting services fees. The Referral Fee is payable no later than thirty (30) days after the date on which Adeptmindreceives payment from the Prospective End Customer.
4. Unauthorized Representations; No Authority
Referral Partner shall refrain from making any representations, warranties or guarantees to Prospective End Customers or to the trade with respect to the specifications, features or capabilities of Adeptmind’s product offerings that are deceptive, misleading or otherwise inconsistent with the literature distributed by Adeptmindor its suppliers with respect thereto. Referral Partner is not the agent of Adeptmindand has no authority to execute contracts on Adeptmind’s behalf. Referral Partner agrees to take all commercially reasonable steps to preserve and protect the goodwill and reputation of Adeptmind.Referral Partner shall not engage in any conduct which may damage Adeptmind’sreputation. This Agreement is non-exclusive. The Parties understand and agree that Adeptmindhas the right to solicit Prospective End Customers directly and to appoint any number of additional representatives or agents to provide leads to Adeptmind.
5. Representations and Warranties; Disclaimer
Each Party represents and warrants that in its performance of any obligations or services contemplated under this Agreement that such Party shall comply with all applicable laws, rules and regulations. OTHER THAN THE FOREGOING, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES TO THE OTHER PARTY OR TO ANY PERSON OR ENTITY WITH RESPECT TO THE OTHER PARTY’S PRODUCT OFFERING OR OTHERWISE, AND EACH PARTY HEREBY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OF DATA, TITLE, NON-INFRINGEMENT, AND
QUALITY OF SERVICE, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ADEPTMINDEXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING THE PERFORMANCE, FUNCTIONALITY, OR ANY OTHER ASPECT OF THE ADEPTMINDPRODUCT OFFERING THAT ADEPTMINDDEVELOPS OR PROVIDES HEREUNDER.
6. Limitation of Liability
EXCEPT FOR REFERRAL PARTNER’S BREACH OF SECTION 4 (“UNAUTHORIZED REPRESENTATIONS; NO AUTHORITY”) OR SECTION 8 (“COMPLIANCE”), (i) NEITHER PARTY SHALL BE LIABLE UNDER THIS AGREEMENT TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST OR CORRUPTED DATA, LOST PROFITS, LOST BUSINESS OR LOST OPPORTUNITY), OR ANY OTHER SIMILAR DAMAGES UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER THEORY), EVEN IF SUCH PARTY HAS BEEN INFORMED OF THE POSSIBILITY THEREOF AND (ii) THE AGGREGATE LIABILITY OF EITHER PARTY TO THE OTHER PARTY UNDER THIS AGREEMENT, REGARDLESS OF THE FORM OF THE ACTION, SHALL BE LIMITED TO THE THE TOTAL AMOUNT PAID OR PAYABLE BY THE OTHER PARTY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO LIABILITY.
7. Term and Termination
The term of thisAgreement shall begin on the Effective Date and shall continue until terminated in accordance with the terms of this Section 7.Either Party may terminate this Agreement for its convenience at any time by providing the other Party with fourteen (14) daysadvance written notice of terminationby email, fax, or mailed letter.Sections 2, 3, 6, 7, 8 and 9 shall survive the termination of this Agreement.Any referrals received and accepted by Adeptmindprior to the effective date of termination shall be honored and payment made pursuant to the terms of this Agreement.
8. General Provisions
The Parties are independent contractors. Referral Partner shall not have, and shall not represent that it has any authority to assume or create any obligation, expressed or implied, on behalf of Adeptmind.This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties.This Agreement was entered into in Toronto, Ontario, Canadaand will begoverned by and construed in accordance with the laws of New York. The Parties hereby attorn to the non-exclusive jurisdiction of the Courts of the state ofNew Yorkwith respect to any dispute arising hereunder.