dealcloser Referral Partner Program Agreement
The following Agreement governs you, the “Agent,” and your relationship with DealCloser Inc. This is a legal agreement between you and DealCloser Inc. (“dealcloser”) and incorporates the attached Exhibit 1.0. By registering your participation in the dealcloser Referral Partner Program, you are accepting to be bound to the terms of this Agreement.
WHEREAS Agent may from time to time refer potential customers to dealcloser for a Referral Fee (as defined below).
The parties agree to the following:
1. The referral fee shall be calculated and paid in accordance with Exhibit 1.0 (the “Fee”).
2. Agent will register potential leads via the lead registration form provided by dealcloser. Leads shall be deemed eligible or ineligible for payment of the Fee at the sole discretion of dealcloser. Prospects currently engaged with dealcloser in any sales related discussions, evaluations or negotiations, or those that have been engaged by dealcloser within the past sixty (60) days, are specifically excluded.
3. dealcloser shall use reasonable commercial effort to close business referrals from Agent. However, dealcloser makes no representation or guarantee that such referrals will actually result in an agreement for the dealcloser service and shall not be liable for any prospective customer that is referred by Agent to dealcloser but does not register for the dealcloser service. Only those referrals that close (the “New Customer”) within ninety (90) days of lead registration shall be eligible for a Fee.
4. To be eligible for a Fee, Agent must provide necessary payment instructions to dealcloser in a timely fashion.
5. Placement of advertisements and referral methods for Agent are at the sole discretion of Agent. However, in order to solicit sales, Agents shall not make promises or issue any warranty either express or implied pertaining to the goods or services offered by dealcloser unless authorized in writing by dealcloser to do so.
6. The relationship between the parties shall at all times be that of independent contractors. No employment, partnership or joint venture relationship is formed by this referral agreement and at no time may Agent position itself as affiliated to dealcloser, except as an independent referrer. In view of this independent relationship, Agent shall not enter into any agreements on behalf of dealcloser, shall make no warranty either express or implied on behalf of the dealcloser and shall not incur any expenses on behalf of dealcloser. For greater certainty, although the term “Agent” is used in this Agreement, an agency relationship has not been created nor is contemplated by the parties.
7. This Agreement does not grant exclusive rights to Agent to act as referrer on behalf of dealcloser and Agent shall have no rights under any other agreements entered into by dealcloser with other agents.
8. Agent agrees not to disclose any confidential information pertaining to dealcloser’s goods or services nor that of prospective or existing customers to any third party. Agent may do follow-up enquiries with its referred customers to confirm their purchase and to gather feedback about their experience with dealcloser’s goods or services as supplied.
9. Either party may terminate this Agreement at any time by giving the other party ten (10) days prior written notice. Upon termination by either party all outstanding Fees due to Agent at that time shall be settled in full within the usual payment sequence described in Section 5 of this Agreement. Upon termination, Agent relinquishes all rights or claims to any and all Fees due from any registered leads registered before termination but which close after termination.
10. Each party shall indemnify, defend and hold the other party (and any other relation to the other party) harmless against any and all claims of whatsoever nature arising from misrepresentation, default, misconduct, failure to perform or any other act related to this Agreement.
11. dealcloser reserves the right to amend this Agreement, including Exhibit 1.0, at any time and in its sole discretion. In the event of material changes to the Agreement, dealcloser will notify Agent, by email or by other reasonable means, of these changes prior to their enactment.
12. This Agreement contains the entire Agreement between the parties in respect of the subject matter hereof and supercedes and extinguishes all prior negotiations, representations or agreements either written or oral. There are no representations, conditions, collateral agreements or covenants other than those expressed in this Agreement.
13. In the event that any one or more provisions contained herein shall be held by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. No failure or delay by any party in exercising any right or remedies under this Agreement shall be construed to operate as a waiver thereof nor shall any single or partial exercise or waiver of any right or remedy preclude its further exercise or the exercise of any other right or remedy.
14. No presumption shall operate in favour of or against any party as a result of any responsibility that any party may have had for drafting this Agreement.
15. Agent shall not assign or transfer this Agreement, in whole or in part, including by way of merger or amalgamation, without obtaining the prior written consent of dealcloser, such consent may be delayed, withheld or conditioned at dealcloser’s sole discretion. dealcloser may assign or transfer this Agreement at its sole discretion and without the prior written consent of Agent.
16. This Agreement shall be governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein. In addition, Agent hereby irrevocably attorns to the jurisdiction of the courts in the Province of Alberta with respect to any and all issues arising from this Agreement.
If an annual subscription is purchased by New Customer
20% of the net value paid in full by New Customer on an annual subscription of dealcloser. Payment of the Fee to Agent by dealcloser shall be made within 45 days of receiving payment from New Customer. Net value shall exclude value added tax, postage and packaging, insurance, refunds and payments not honored by a financial institution. Subsequent sales of goods or services to the referred customer shall not be subject to a referral fee.
If a monthly subscription is purchased by New Customer
10% of the net value paid in full by New Customer on a monthly subscription of dealcloser, calculated by multiplying the monthly subscription fee paid by New Customer by the number of months subscribed, up to a 12 month maximum. Fee is paid to Agent at the end of the first 12 month period, if New Customer remains subscribed for the full 12 month period, otherwise after New Customer terminates subscription, if termination occurs prior to the full 12 month period. Net value shall exclude value added tax, postage and packaging, insurance, refunds and payments not honored by a financial institution. Subsequent sales of goods or services to the referred customer shall not be subject to a referral fee.