Referral Partner Agreement
Definitions
For the purpose of clarity and agreement, the following terms shall
be
understood as follows within the context of this Agreement:
"Company" is defined as AppleButter LLC, a limited liability company
with
its principal place of business located at 11902 Weinbender Rd.,
Brownsville, MN 55919.
"Referral Partner" shall mean the person or entity that acknowledges
and
consents to this Agreement by placing a checkmark in the
corresponding
checkbox on the Company's website, thereby signing up for the
Referral
Partner Program.
"Agreement" refers to this Referral Agreement, acknowledged and
consented
to by placing a checkmark in the corresponding checkbox on the
Company's
website.
"Effective Date" signifies the date on which the Referral Partner
acknowledges and consents to this Agreement.
"Party" or "Parties" may refer to the Company and/or the Referral
Partner
individually or collectively, as applicable in the context of this
Agreement. The exact interpretation will be determined by the
context in
which the term is used within this Agreement.
Scope
Referral Partner will identify a primary person that will manage the
relationship under this Agreement. Referral Partner will refer to
Company qualifying new clients, in exchange for a Commission, as set
forth below.
Referral of Prospects
To be eligible for a Commission, a Referral Partner must identify
prospective clients directly to the Company. Existing clients of a
Company are not eligible as prospects, neither are customers or
prospects currently in the sales funnels, or who have been in the
sales
funnels in the 365 days prior to the Referral Partner's
identification
of the prospective client to the Company.
Commission
If any referred prospective client becomes a client of the Company,
the
Referral Partner shall be paid a Commission equal to $20 per station
license sold. Company can, in its sole discretion, change the
Commission
amount, provided, however, that the change will not affect the
amounts
earned prior to the effective date of the Commission change.
Taxes
Referral Partner shall be responsible for payment of all taxes to
which
the Commission is subject. Referral Partner agrees to indemnify and
hold
Company harmless against any taxes, including penalties, duties and
interest levied by any government on the Commission.
Intellectual Property (IP)
Company retains all of its IP ownership rights to its logo,
registered
and unregistered trademarks, software, other products, services,
related
documents and materials. Referral Partner cannot use any Company IP,
for
marketing purposes or otherwise, without first obtaining Company's
express prior written approval. Likewise, Company shall seek
Referral
Partner's written approval prior to using its IP in Company's
advertising or otherwise.
No Other Rights
No other rights or licenses are granted to Referral Partner under
this
Referral Agreement. Both Parties must abide by all applicable laws.
This
Agreement is non-exclusive, and shall in no way limit either Party's
right to sell directly or indirectly any product or service to any
of
its current or prospective clients in any territories.
Non-Circumvention
Each Party hereto will learn the names, telephone numbers, and email
addresses of customers, business partners, affiliates, investors,
borrowers, lenders, agents, or banks of the other Party, hereinafter
called "Contacts." Each Party acknowledges, accepts and agrees that
the
identities of the Contacts will be recognized as exclusive and
valuable
assets and trade secrets of the disclosing Party. Each Party agrees
to
keep confidential the names of any Contacts, and not directly or
indirectly contact, negotiate or deal with any of the Contacts
without a
written permission from the disclosing Party to do so for the term
of
this Agreement, and two (2) years thereafter.
Non-Solicitation of Personnel
During the term of this Agreement and for a period of one (1) year
thereafter, each Party hereto will not directly or indirectly
solicit
the services of the other Party's employees or consultants.
Indemnity
Each Party will defend, indemnify and hold the other Party harmless
from
and against all claims, damages, liabilities, losses, expenses and
costs
(including reasonable fees and expenses of attorneys and other
professionals) arising out of or resulting from any action that is
based
on a claim that any services performed as a result of this Agreement
infringe, misappropriate or violate such third party's rights or any
applicable law.
Disclaimer of Warranty
PARTIES MAKE NO WARRANTIES AND REPRESENTATIONS TO EACH OTHER OR ANY
THIRD
PARTIES, AND EXPRESSLY DISCLAIM ALL WARRANTIES AND REPRESENTATIONS,
EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF FITNESS FOR
A
PARTICULAR PURPOSE, MERCHANTABILITY OR OTHERWISE WITH RESPECT TO
THIS
AGREEMENT.
Limitation of Liability
UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL,
INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE
WHATSOEVER, ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT
REGARDLESS OF THE LEGAL THEORY UPON WHICH SUCH CLAIM FOR DAMAGES IS
BASED, EVEN IF A PARTY HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES IF SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN. IN NO
EVENT
SHALL EITHER PARTY'S LIABILITY UNDER THIS AGREEMENT EXCEED THE
AMOUNT OF
THE COMMISSION RECEIVED FOR THE QUALIFYING TRANSACTION.
Term and Termination
This Referral Agreement will commence on the Effective Date and will
continue for one year, unless terminated earlier by either Party
upon
seven days' written notice to the other Party. Termination of the
Agreement shall not affect a Company's obligation to pay Referral
Partner the Commission for a qualifying transaction entered into
prior
to the termination date.
Governing Law
This Agreement will be governed by and construed in accordance with
the
laws of the State of Minnesota, without regard to its conflict of
laws
principles that would result in application of any other law. Any
legal
action or proceeding arising under this Agreement will be brought in
the
courts located in Minnesota, and the Parties irrevocably consent to
the
personal jurisdiction and venue therein.
General
The Parties are independent contractors. This Agreement does not
confer
any rights upon any third party. No waiver of any condition or
covenant
contained in this Agreement or failure to exercise a right or remedy
shall imply or constitute a waiver of the same or any other
condition,
covenant, right or remedy contained herein. If a competent authority
declares any provision of this Agreement invalid or unenforceable,
the
remaining provisions of this Agreement shall remain in full force
and
effect. This Agreement may be executed in counterparts, each of
which
will be deemed an original, but all of which together will
constitute
one and the same instrument.
