Maven IT is a corporation duly organized, validly existing, and in good standing under the laws of the State of Michigan, with corporate power to operate as a provider of telecommunication and consulting services. Maven IT has established a Referral Partner Program (the “Program”) whereby a referring entity may receive referral payments by submission of the name and contact information of a new potential customer to Maven IT and by expressly agreeing to the Program terms and conditions. Program terms and conditions may be amended from time to time without notice to Partner by posting changes or amendments on the Maven IT website and such changes or amendments will be effective immediately upon posting or upon other method of communication to Partner. The Referral Partner Plan for new customer referrals made by the Partner to Maven IT is set forth and modified from time to time by Maven IT. NOW, THEREFORE, in consideration of the foregoing and the mutual promises and covenants contained herein, and other good and valuable consideration, the receipt and adequacy is hereby acknowledged, Maven IT and Partner hereby agree as follows:
REFERRAL PARTNER PROGRAM PARTICIPATION. Maven IT has established a Referral Partner Program and hereby agrees to accept Partner as a participant in the Program as long as Partner complies with the terms and conditions of the Program for and in consideration for payment of Referral payments as set forth herein in consideration for referral to Maven IT of new customers who are accepted and place orders for technology services from Maven IT. The Program and/or Partner’s participation in the Program may be terminated at any time by Maven IT upon written notice to Partner.
TERM. This Agreement shall become effective on the date that the partner submits their first referral and shall continue in effect for a term of one (1) year, unless terminated earlier as provided herein. This Agreement shall automatically renew each year at the expiration of its then current term for an additional term of one (1) year on the same terms and conditions, unless terminated by either party upon written notice provided by one party to the other.
PARTNER IS AN INDEPENDENT CONTRACTOR.
- No Authority Except as Stated in This Agreement. Partner’s relationship to Maven IT hereunder shall be that of a participant in the Program as an independent contractor. Neither party shall be deemed to be the agent of the other and neither shall have the authority to act on behalf of the other party except in the manner and to the extent agreed upon in this Agreement or in writing signed by the President of Maven IT and an authorized representative of Partner.
- Employees. Persons retained by a party hereto as employees or agents shall not be deemed to be employees or agents of the other party because of the relationship established hereunder. Maven IT, its agents, or employees, shall not be entitled to participate in, or receive any benefit or right as an employee under any Partner benefit or welfare plan, including, but not limited to, employee insurance, pension or security plans, as a result of entering into this Agreement. Partner, its agents, or employees shall not be entitled to participate in, or receive any benefit or right as an employee under any Maven IT benefit or welfare plan, including, but not limited to, employee insurance, pension or security plans, as a result of entering into this Agreement.
- Business Expenses. Partner shall be responsible for, and Maven IT shall have no liability for, any and all business expenses incurred by Partner in obtaining and making referrals to Maven IT hereunder. Business expenses shall include, but are not limited to, all travel, meals, and entertainment expenses.
- Taxes. Maven IT is not responsible for taxes, unemployment insurance, insurance, Social Security or any local, state or federal fees and/or taxes of Partner, its agents or employees. Partner is responsible for all state, local and federal taxes and fees on all monies paid by Maven IT to Partner.
- Representations to Third Parties. Partner agrees that it will make no representations to third parties describing its relationship with Maven IT as anything but that of a participant in Maven IT’s Program. The parties will agree upon the content of any public announcements, notices or website postings which describe the other party and utilize any trademarks of that party.
- Partner is Not an Agent of Maven IT. The Program is Not a Partnership. Participation in the Program by Partner does not appoint the Partner to act as an agent of Maven IT but only to communicate prospective customer information to Maven IT for purposes of the Program. This Agreement is not intended, and does not as a matter of law, form a partnership between Partner and Maven IT
RESPONSIBILITIES OF PARTNER. As a participant in Maven IT’s Program, Partner agrees to follow the terms and conditions of participation, as they may be amended, from time to time. Partner agrees to follow the rules of submission of prospective customers to Maven IT as a condition of receiving Referral payments.
REFERRAL SUBMISSION APPROVAL.
- Approval of Submission. No prospective new customer referral is a valid submission and accepted unless expressly accepted by Maven IT in writing or via email from Maven IT.
- New Customers. In order to earn a referral payment, the prospective new customer submission must relate to a new customer that has not previously been a customer of Maven IT prior to the submission nor the subject of prior written proposals from Maven IT to the prospective new customer submission. Maven IT, in its sole discretion, may choose not to accept any particular submission of a prospective new customer from any Program participant.
- Earned on Collected Revenue Only. Maven IT agrees to pay to Partner Net Referral payments on those New Customers who are referred to Maven IT on Collected Revenue received by Maven IT after the second monthly invoice less the reductions set forth in section 6(c) (hereinafter referred to as “Net Referral payment”). Referral payments shall be deemed earned by Partner only upon receipt of Collected Revenue by Maven IT during the term of this Agreement.
- Timing of Partner Payment. Partner will be paid Net Referral payment on or about the 30th day of the month following the date Collected Revenue was received by Maven IT after the second monthly invoice; however, in the event the customer has not paid the Customer invoice, Maven IT shall have no obligation to pay the Partner.
- Adjustments or True-Ups. Referring Partner’s Referral payment calculation shall include any reductions as a result of charge backs, cancellations, losses, charges, costs (including legal fees and expenses), or civil or administrative penalties or damages assessed or claimed against Maven IT including but not limited to, penalties or damages assessed arising from Customer Call Abuse, or other fraudulent or illegal conduct by the referring Partner, its agents or representatives in the performance of this Agreement. In the event of Customer Fraud by a customer whose order is procured by the referring Partner which results in a chargeback, take-back or penalty to Maven IT, the Partner agrees to share liability for the charge or penalty assessed to Maven IT in proportion to its Referral payment rate in effect at the time of assessment of the charge or penalty.
- Offset Against Future Referral payments. Maven IT reserves the right to offset or withhold against future referral payments earned on any of the Partner’s referred accounts for Bad Debt attributable to one of referring Partner’s accounts, charge backs, take-backs or cancellations on accounts where Referral payments were previously paid to the Partner.
- Change Referral payment Rates. Maven IT reserves the right to unilaterally change the referral payment rates for sales made pursuant to this Agreement upon written notice and will provide the Partner with notice of such changes as soon as practicable; notice includes posting on the Maven IT website.
Either party may terminate this Agreement upon written notice to the other party. Provided, however, such termination shall have no impact on Maven IT’s obligation to pay the referral payments for those prospective new customers submitted by Partner and accepted by Maven IT prior to the effective date of termination of this Agreement.
- Not Confidential Information of a Third Party. The Partner agrees that the prospective new customer information submitted to Maven IT shall become the property of Maven IT immediately upon its submission regardless of whether submission is accepted, or any referral payment is paid. Maven IT may use the submitted information for any purpose it desires. Partner warrants and represents that the prospective new customer information is not the proprietary property of any third party and that Partner is not breaching any duty of confidentiality to any third party by submission of the information to Maven IT.
- Duty of Confidentiality. In the event Confidential Information is disclosed by one party to the other, then the receiving party hereby acknowledges and agrees that any proprietary information provided by a disclosing party to a receiving party is, to the extent allowed by law, the exclusive property of the disclosing party and shall be used by the receiving party solely for the purposes of this Agreement and promptly returned by the receiving party upon the termination or expiration of this Agreement. As used in this paragraph, “Confidential Information” means confidential business information, whether written or oral, which is identified in writing as “CONFIDENTIAL” and treated as such which relates to a party’s business activities and includes the following, by way of example: methods, operations, plans, information relating to existing services, new or envisioned products or services and the development thereof, marketing strategy, unpublished rate sheets, unpublished lists of names, any and all internal information relating to order processing, non-public pricing, costs and quotations, provided, however, each party shall have the right to the customer contact information during the term of this Agreement and after termination thereof. The parties agree Confidential Information, and is proprietary to and a valuable property of a party and any disclosure or unauthorized use thereof by a receiving party, its employees, agents or representatives, shall cause immediate, substantial and irreparable harm and loss to the disclosing party, and may damage the disclosing party’s competitive position in the marketplace. Accordingly, each party that receives Confidential Information agrees to the following:
- Use Confidential Information for the sole purpose of performing its obligations as provided hereunder.
- Not disclose Confidential Information to potential competitors, or existing competitors.
- Limit dissemination of Confidential Information to only those employees who have a need to know Confidential Information to perform as set forth herein, and have executed an agreement as hereinafter provided; and,
- Return Confidential Information, including all copies and records thereof, including any electronically stored data, to a disclosing party upon receipt and request from a disclosing party, or termination of the Agreement as provided herein, whichever occurs first.
- Is generally made available to third parties by a disclosing party without restriction on disclosure; or
- Must be disclosed by law or court order, provided the receiving party immediately notifies the disclosing party of such law or court order, asserts any applicable privileges available to it with respect to such law or order and, upon request, reasonably cooperates with the disclosing party in seeking confidential treatment of such Confidential Information or other appropriate relief from such law or order
- Survival of Obligations. The restrictions and obligations of this Section shall survive any expiration, termination or cancellation of this Agreement, and shall continue to bind Maven IT or Partner, their successors, heirs and assigns.
EXCLUSIVE REMEDIES, LIMITATIONS OF LIABILITY.
- NOT LIABLE FOR DAMAGES. NEITHER PARTY SHALL BE RESPONSIBLE TO THE OTHER FOR ANY DAMAGES, WHETHER OR NOT FORESEEABLE, THAT ARE SUSTAINED BY A PARTY AND ARISE FROM EITHER PERFORMANCE OR NONPERFORMANCE BY A PROVIDER OR A PARTY OF ANY WORK OR SERVICE (INCLUDING THE PROVISION OR NON-PROVISION OF SERVICES) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR REVENUES OR INCREASED COST OF OPERATIONS). WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- NO INTENDED THIRD-PARTY BENEFICIARIES. THIS AGREEMENT SHALL NOT CREATE FOR, NOR GIVE TO, ANY THIRD PARTY ANY CLAIM OR RIGHT OF ACTION AGAINST PARTNER THAT WOULD NOT ARISE WITHOUT THIS AGREEMENT. THE PARTIES ACKNOWLEDGE NO THIRD PARTY IS AN INTENDED BENEFICIARY OF THIS AGREEMENT.
The parties agree that Maven IT may assign its rights, obligations or interest under this Agreement to any third party with or without written consent of Partner. Partner shall not delegate any of its duties or assign any of its rights under this Agreement to any third party.
Any notice required or permitted hereunder shall be in writing and delivered by first class mail, electronic mail, facsimile transmission to such other addresses as either party may designate in writing from time to time, and such notice shall be deemed given on the date received. Provided, however, changes to the terms or conditions of the Referral Partner Program may be posted on the Maven IT website.
Company shall have no liability for any interruption of service, loss or damages caused by any of the following Force Majeure conditions: fire, floods, explosions, strikes, embargoes, power blackouts, earthquakes, volcanic actions, wars, water, the elements, labor disputes, riots, thefts, acts of the public enemy, accidents, epidemics, acts of God, acts of government, acts or omissions of Customer, acts or omissions of third parties, inability to obtain necessary labor or materials, acts or omission of any technology providers, or any cause beyond the reasonable control of Company similar to the foregoing. Such occurrences shall not relieve Company of its obligation to pay Net Commissions due to Partner under the terms of this Agreement.
- Partner Indemnification of Maven IT. In the event Maven IT shall be made or become a party to any suit, claim or demand as a result of any act or omission of Partner, its officers, directors, employees or agents, Partner shall indemnify and hold Maven IT harmless from and against any and all damages, claims, losses, costs, expenses, or liabilities, including, but not limited to, court costs and reasonable attorney fees, demanded, incurred by or imposed on Maven IT from or by a third party to the extent such damages, claims, losses, costs, expenses or liabilities arose out of the acts or omissions of Partner, its officers, directors, employees or agents in connection with any such suit, claim or demand.
- Maven IT Indemnification of Partner. In the event Partner shall be made or become a party to any suit, claim or demand by or from a third party directly as a result of any act or omission of Maven IT, its officers, directors, employees, or agents, Maven IT shall hold Partner harmless from and against any and all damages, claims, loss, costs, expense, or liability, including, but not limited to, court costs and reasonable attorney fees, demanded, incurred by or imposed on Partner in connection with any such suit, claim or demand.
The parties agree that any terms or provisions of this Agreement which are or hereafter become unlawful under the laws or regulations of the State of Michigan or the United States shall be deemed to be void and stricken from this Agreement, and the Agreement shall automatically be deemed to be so amended. If such amendments shall substantially alter the substance of this Agreement, the parties agree to promptly negotiate in good faith in an attempt to modify this Agreement so as to legally accomplish the purposes intended hereby.
Any forbearance by either party in exercising any right or remedy hereunder shall not be a waiver of or preclude the exercise of any right or remedy.
This Agreement , along with any terms or conditions of the Maven IT Referral Partners Program, as adopted by Maven IT, in its sole discretion, at any time, represent the entire Agreement between the parties hereunder with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, written or oral, of every sort, and may not be amended except by writing signed by an authorized representative of Partner and Maven IT.
This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan, without regard to choice of law principles.