Partner Agreement

2. Referrals

1. Upon activation of the Partner Account, you will earn a fee for referring Clients to Salesmate (“Referral Fee”) subject to the terms and conditions provided in this Agreement.
2. You will be entitled to a Referral Fee only if the Client you refer (“Referred Client”):
   1. signs up for Salesmate services using an Partner-specific referral code or cookie-based link provided by Salesmate;
   2. concludes an agreement for using the services provided by Salesmate (“Client Agreement”); and pays for Salesmate’s services.
3. If the Referred Client signs up for Salesmate services by going to Salesmate’s website directly without entering the Partner-specific referral code in the sign-up form, such Referred Client will not be associated with the Partner who referred it to Salesmate, and therefore the Partner will earn no Referral Fee.
4. Section 2.2 above is not applicable if the Referred Client initially uses the Partner-specific cookie-based link provided by Salesmate to access Salesmate’s website and within ninety (90) days (“Cookie Period”) thereafter signs up for Salesmate’s services, including by going to Salesmate’s website directly. Referred Client will not be associated with the Partner and therefore the Partner will earn no Referral Fee using the cookie-based tracking method if:
   1. Cookie Period expires;
   2. the Client signs up for Salesmate’s services within another web browser in which the cookie was not activated prior to the sign-up;
   3. the Client signs up for Salesmate services after clearing cache in the web browser in which the cookie was activated.
5. Partner cannot self-refer themselves or company they are associated with to receive a commission through our partner agreement. Any self-referred accounts will be removed and is strictly against our terms & agreement.
6. Salesmate reserves the right to change the mechanism it uses to create and track Referrals at any time. Partner’s continued participation in the Partner Program after any such changes shall constitute your consent to such changes.

3. Referral Fee and Its Payments

1. The Partner can access the latest information on the Referral Fee and list of Referred Clients at any time in the Partner Account.
2. Fees due to Partner under 3.2 will be calculated by Salesmate once per month upon receipt of payment from the referred Client, for each month that the Referred Client Account is active
3. Salesmate has a waiting period of 90 days before commissions that are generated are available for withdrawal. This allows proper timing for any fraudulent accounts or credit card chargebacks.
4. If the accrued Referral Fee is or exceeds hundred US Dollars ($100), the accrued Referral Fee will be paid to the Partner by approximately the 15th of the month following the end of each month via PayPal. If the accrued Referral Fee is less than a hundred US Dollars ($100), the Referral Fee will be further accumulated by Salesmate until the accrued Referral Fee reaches at least a hundred US Dollars ($100).
5. Salesmate may withhold payments of Referral Fee for a reasonable time to ensure that all Client Agreements are valid and payments from Referred Clients are legitimate as determined by Salesmate in its sole discretion. In addition, Referred Client payments for annual subscriptions that are canceled or payments charged-back due to credit card fraud do not qualify for Referral Fee.
6. In case the Partner believes the Referral Fee has been wrongly calculated, the matter must be brought into Salesmate’s attention by email to partners@salesmate.io within five (5) business days of Partner receiving the report. Not doing so will constitute Partner’s acceptance of the calculation and the payment made based on it.
7. Any costs related to the performance of the Partner Agreement shall be borne solely by the Partner. Salesmate is not obligated or required to and shall not pay any compensation to the Partner other than the Referral Fee.
8. The Referral Fee is up to 30% (thirty percent) of the revenue that the Referred Client generates for Salesmate for the first year of their paying contract.
9. The Referral Fee dependant on the type of partnership and the amount of revenue that is generated in a given year. The breakdown is listed below.

Legacy Partners: 15% for the lifetime of all referred businesses.

4. Additional Payment Information

1. All payments are subject to fraud and risk analysis considerations and anti-money laundering procedures and may be withheld during the period of investigation.
2. Notwithstanding anything to the contrary in this Agreement, Salesmate shall not be responsible to pay any Fees:
   1. related to revenues that have been refunded to Clients by Salesmate;
   2. for a Referred Client created or owned in whole or in part by a Partner;
   3. related to fraudulent sales;
   4. related to revenues that have been subject to chargebacks; or
   5. to Partners who are employed by Salesmate (whether full-time, part-time, term or any other employment-type relationship); or
   6. to Partners who are employed by the Clients to whom the Fees relate (whether full-time, part-time, term or any other employment-type relationship).
3. If any Fees paid by Salesmate are subsequently discovered to be subject to one or more of the exclusions set out in Section 3.3.2, or to have been paid in error, Salesmate shall have the right, at its sole discretion, to: (A) reclaim any Fees paid to Partner in error; or (B) set off the amounts described in Section 3.3 from payments due to Partner in future Payment Periods. If the Agreement is terminated before such amounts are fully repaid by Partner to Salesmate, Partner shall pay to Salesmate the remaining balance within thirty (30) days of the effective date of termination of the Agreement.
4. Salesmate reserves the right to modify the Fees and/or the payment terms at any time upon reasonable advance notice to Partner. Such notice will be provided by email, posting a notice on the Salesmate blog and/or in the Partner Dashboard. In the event of any disputes over Fees, Salesmate’s determination will be final and binding.

5. Associated charges or Taxes

Partner shall be responsible for payment of all taxes, duties, governmental charges and other like charges levied on the Referral Fees, and Partner shall indemnify, defend and hold Salesmate harmless from and against any claims arising out or relating to all charges emanating from Salesmate’s payment of Referral Fees.

6. Intellectual Property Rights

You acknowledge and agree that title to, ownership of and all proprietary rights in and to Our products including any custom development services to the products and all data compiled by the products are reserved to and are Our exclusive property. Each of the Parties shall maintain all rights, title and interest in and to all their respective patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights (collectively, “Intellectual Property Rights”). The rights granted to You to use the Marks (as defined below) under these Terms do not convey any additional rights in the Marks, or in any Intellectual Property Rights associated therewith. Subject only to limited rights to access and use the Marks as expressly stated herein, all rights, title and interest in and to the Marks, including all related Intellectual Property Rights, will remain with and belong exclusively with Us. We authorize You to use Our current and future trademarks, service marks and trade names (“Marks”) solely in connection with the marketing of the services according to these Terms. You shall submit to Us all representations of the Marks that You intend to use in connection with the services, for Our approval of the design, color, and other details, at Our sole discretion. Notwithstanding the preceding, if at any time We request that such use be modified, limited or removed, You will comply. If You, in the course of performing Your services hereunder, acquire any goodwill in any of the Marks, all such goodwill will automatically vest in Us and You shall take all such actions or execute any documents necessary to affect such vesting. You shall not contest the validity of any of the Marks or Our exclusive ownership of the Marks. You shall not adopt, use, or register, whether as a corporate name, trademark, service mark or other indication of origin, any of the Marks, or any word or mark confusingly similar to the Marks in any jurisdiction. You shall not remove or efface any proprietary notices on the services.

7. Personal data

1. Salesmate is not obliged to share with Partner any of the personal data of the Referred Clients (or any natural persons representing the Clients or providing services or work for them) who have concluded a Client Agreement with Salesmate.
2. If the Partner wishes to keep personal data concerning Referred Clients for its own internal use, the Partner must obtain prior consent from the respective Referred Clients directly (or any natural person representing the Clients or providing services or work for them).
3. Partner can’t not share, sell, disclose or otherwise provide client information to any third party, except as provided for in this Agreement;
4. Salesmate will permanently delete Partner’s personal data related to the Partner account within thirty (30) days upon termination of this Agreement.
5. If the Partner requests in written form for their personal data related to their Partner account to be deleted, Salesmate will erase such data within thirty (30) days upon the reception of the erasure request.
6. Personal data collected in the Partner Program sign-up form from Partners who have violated the terms of this Agreement is retained for thirty-six (36) months upon the termination of this Agreement to prevent re-registration by the same person or company.

8. Materials / Creatives

Salesmate may make available to you a variety of sales and marketing materials such as logos, brochures, banners, photos, etc. (“Materials”), which are subject to the terms and conditions hereof. In utilizing the Materials, Partner agrees that Partner:

• may use the Materials only for the purposes of performing your obligations under the Partner Agreement;
• will not modify, alter or otherwise change the Materials without Salesmate’s prior written consent;
• will cooperate fully with Salesmate in order to maintain the Materials; and
• will use only the Materials which are provided by Salesmate or expressly approved by Salesmate in advance of any such use.

All Materials are the copyrighted property of Salesmate, its Partners and/or third party licensors. Furthermore, all trademarks, service marks, trade names, code, data or any other elements contained in the Materials are proprietary to Salesmate, its Partners and/or third party licensors and your use of the Materials does not grant you ownership thereof. All goodwill symbolized by and connected with such use of the Materials will inure solely to the benefit of Salesmate.

9. Limitation of Liability and Indemnification

• We will indemnify and hold You harmless, from and against any claim against You by reason of Your use of the Marks as permitted hereunder, brought by a third party alleging that the Marks infringes or misappropriates a third party’s valid intellectual property (an “IP Claim”). We shall, at Our expense, defend such IP Claim and pay damages finally awarded against You in connection therewith, including the reasonable fees and expenses of the attorneys engaged by Us for such defense, provided that (a) You promptly notifies Us of the threat or notice of such IP Claim; (b) We have or will have the sole and exclusive control and authority to select defense attorneys, defend and/or settle any such IP Claim; and (c) You fully cooperate with Us in connection therewith.
• The provisions of this clause 9.1 state the sole, exclusive and entire liability of Us to You and constitute Your sole remedy with respect to an IP Claim brought by reason of Your access to or use of the Marks.
• You will indemnify and hold Us harmless against any claim brought by a third party against Us, and Our respective employees, officers, directors and agents arising from or related to breach of these Terms or matters which You have expressly agreed to be responsible pursuant to these Terms; provided that We promptly notify You of the threat or notice of such a claim.
• Our obligations under clause 9.1 do not apply to any claim based on: (a) a use of other than the version of the Marks in use currently, if the infringement would have been avoided by use of the current version; (b) modification of the Marks by You; or (c) the combination or use of the Marks with materials not furnished by Us, if such infringement would have been avoided by the use of Our materials alone.
• Salesmate’s maximum aggregate liability under or in connection with this Agreement and the Partner Program, whether in contract, tort (including negligence) or otherwise (a “Claim”), shall be limited to a sum equal to the aggregate amount which Salesmate is obliged to pay Partner in the twelve (12) month period immediately prior to the period giving rise to such Claim.

10. Pricing / Negotiation Rights

Salesmate will determine the prices to be charged for services sold under this Partner Program in accordance with our own pricing policies. Services’ prices and availability may vary from time to time. If Partner chooses to display Salesmate services’ prices on his/her own website, the Partner should keep this information up-to-date with the prices indicated on Salesmate’s website including, without limitation, https://www.salesmate.io/pricing. All contracts for Services between Us and a Lead will be conducted solely by Us. You agree not to negotiate terms or make commitments on behalf of Us.

11. Warranty Disclaimer

WE HEREBY DISCLAIM ANY WARRANTIES WITH RESPECT TO THE SERVICES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. YOU SHALL MAKE NO REPRESENTATIONS OR WARRANTY FOR THE SERVICES ON BEHALF OF US.

12. Termination

1. Unless otherwise specified in the Agreement, either Party may terminate this Agreement at any time, with or without cause, effective immediately upon notice to the other Party.
2. Fraudulent or other unacceptable behaviours by Partner, including breach of the Acceptable Use Policy, as determined by Salesmate in its sole discretion, may result in one or more of the following actions being taken by Salesmate: (a) termination of Partner’s referral with Customers within the Partner Account; (b) suspension of some or all Partner privileges under the Partner Program; and (c) termination of the Partner Account entirely without notice to, or recourse for, Partner.
3. Salesmate reserves the right to cancel or modify the Partner Program Agreement in its entirety, including Fees, at any time. If a significant change is made to the Partner Program Agreement, including any material change to Fees, Salesmate will provide reasonable notice by email, posting a notice on the Salesmate blog and/or in the Partner Dashboard.
4. Upon termination of this Agreement: (a) each Party shall return to the other Party, or destroy (and provide certification of such destruction), all property of the other Party in its possession or control (including all Salesmate Creative and all Confidential Information (as defined below)); (b) Partner shall immediately cease displaying any Salesmate Creative and/or any Salesmate Logos or Trademarks on any Website or otherwise; and (c) all rights granted to Partner hereunder will immediately cease, including but not limited to the right of Partner to access the Partner Account and Partner Dashboard, Salesmate API, or to receive any payments of Fees hereunder, unless otherwise determined by Salesmate in its sole discretion.

13. General provisions

13.1 Force Majeure

If the performance of any part of this Agreement by either Party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action (including, but not limited to, any law, regulation or embargo prohibiting the performance contemplated hereunder and/or the failure or refusal of a government agency to issue a license required for any performance pursuant to this Agreement), labour disputes, act of God or any cause beyond the reasonable control of that Party, the Party shall be excused from such performance to the extent that it is prevented, hindered or delayed by such cause. Notwithstanding anything herein to the contrary, the Party prevented from performing hereunder by a force majeure event shall nevertheless use its best efforts to recommence its performance hereunder as soon as reasonably practicable and to mitigate any damages resulting from its non-performance hereunder.

13.2 Independent Contractors

The Parties to this Agreement are independent contractors. Neither Party is an agent, representative, or related entity of the other Party. Neither Party shall have any right, power or authority to enter into any agreement for, or on behalf of, or incur any obligation or liability of, or otherwise bind, the other Party. This Agreement shall not be interpreted or construed to create an association, agency, joint venture or partnership between the Parties or to impose any liability attributable to such a relationship upon either Party.

13.3 Non-Exclusivity

Nothing in this Agreement is intended to create, nor shall it be construed as creating, any exclusive arrangement between the Parties to this Agreement. This Agreement shall not restrict either Party from entering into similar arrangements with others, provided it does not breach its obligations under this Agreement by doing so, including without limitation, any confidentiality obligations.

13.4 Notice

All notices to be provided by Us to You under these Terms may be delivered in writing (i) by nationally recognized overnight delivery service (“Courier”) or US mail to the contact mailing address provided by You while subscribing to the Registered Partner Program; or (ii) electronic mail to the electronic mail address provided by You. Our address for a notice to us in writing by Courier or US Mail is: RapidOps INc., Attn: Legal Department, 525 N Tryon St, Suite 1600, Charlotte, NC 28203 USA with a CC to legal@salesmate.io by electronic mail. All notices shall be deemed to have been given immediately upon delivery by electronic mail, or if otherwise delivered upon receipt or, if earlier, 2 (two) business days after being deposited in the mail or with a Courier as permitted above.

13.5 No Waiver

The failure of either Party to insist upon or enforce strict performance by the other Party of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment to any extent of such Party’s right to assert or rely upon any such provision or right in that or any other instance; rather, the same shall be and remain in full force and effect. Each waiver shall be set forth in a written instrument signed by the waiving Party.

13.6 Entire Agreement

This Agreement, including any completed application form and all guidelines and other documents, linked or otherwise incorporated or referenced herein, sets forth the entire Agreement and supersedes any and all prior agreements, written or oral, of the Parties with respect to the subject matter hereof (including, but not limited to, any prior version of this Agreement). Neither Party shall be bound by, and each Party specifically objects to, any term, condition or other provision that is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) and which is proffered by the other Party in any correspondence or other document, unless the Party to be bound thereby specifically agrees to such provision in writing.

13.7 Assignment

All the terms and provisions of this Agreement shall be binding upon and inure to the benefit of the Parties to this Agreement and to their respective heirs, successors, permitted assigns and legal representatives. Salesmate shall be permitted to assign this Agreement without notice to or consent from Partner. Partner shall have no right to assign or otherwise transfer this Agreement, or any of its rights or obligations hereunder, to any third party without Salesmate’s prior written consent, to be given or withheld in Salesmate’s sole discretion.

13.8 Governing law and dispute resolution

These Terms shall be governed by the laws of the State of North Carolina without regard to conflict of laws principles. You hereby expressly agree to submit to the exclusive personal jurisdiction of the federal and state courts of the State of North Carolina, Charlotte city, to resolve any dispute relating to these Terms. Any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of these Terms to arbitrate, shall be determined by arbitration in Charlotte, North Carolina before three arbitrators. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.