REFERRAL TERMS AND CONDITIONS
Qualee is in the business of selling, licensing and otherwise making available Employee On-boarding and Employee Engagement software, and Services (“Solutions”).
Now therefore in consideration of the foregoing and the mutual covenants set forth herein, Qualee and Referrer agree as follows:
Qualee does appoint the approved applicant as a known referrer of solutions with the non-assignable, non-exclusive right to refer solutions and Referrer hereby accepts such designation and appointment.
2. REFERRER’S RESPONSIBILITY
(a) Referrer will use its best efforts to promote solutions and to maintain good relations with Qualee's current and potential customers.
(b) Referrer agrees to recommend Solutions within established guidelines and cooperate fully with Qualee in marketing Solutions.
3. QUALEE’S RESPONSIBILITY
(a) Qualee agrees to provide software.
(b) Qualee agrees to pay Referrer’s commission within 60 days of billing for commissionable Solutions.
4. RELATIONSHIP OF THE PARTIES
(a) Referrer and Qualee agree that Referrer serves under this Agreement as an independent Referrer without power to bind, act for, or obligate Qualee, whether by expression, implication, or in any other manner whatsoever; nor shall Referrer under any circumstance be deemed an employee of Qualee.
(b) Nothing herein shall be deemed to create or have created an “agency” relationship between Qualee and Referrer.
(c) Each party hereto hereby agrees to indemnify and hold the other harmless against any negligent or intentional acts by the offending party, its representatives, employees, or contractees that cause injury or damage to third parties.
5. PRICING; COMMISSIONS
So long as Referrer remains active, Qualee agrees to pay, and Referrer agrees to accept, commissions at the rates set out in Attachment A attached hereto. Qualee reserves the right to amend commission from time to time, at any time period it sees fit.
6. CONFIDENTIAL INFORMATION; TRADEMARKS; TRADENAMES; LICENSING:
(a) Referrer agrees, both for itself and its officers, directors, shareholders, Referrers, representatives, and employees, to keep confidential and not disclose, both during the term of the Agreement and thereafter, the following (collectively, the “Confidential Information”):
(i) All trade secrets and other information acquired by Referrer regarding the design, production, marketing, or pricing of the Solutions or otherwise considered proprietary by Qualee with respect to the Solutions or any other solutions or processes of Qualee, and
(ii) The identity of Qualee's customers and Qualee's other Referrers and distributors.
(b) Within five (5) business days following any termination of this Agreement, all documents and other materials containing any Confidential Information shall be returned to Qualee, without any copies or excerpts thereof being made or retained, and Qualee shall be given a written certification via email that the same has been completed.
(c) Referrer agrees not to use Qualee's trademarks in any manner except as authorized by Qualee and if any such authorized usage of Trademark is granted, will be discontinued by Referrer upon termination of this Agreement.
(d) Referrer agrees not to reverse engineer, decompile, or otherwise reduce the Solutions to human perceivable form. Referrer may not modify, adapt, translate, rent, lease or create derivative works based upon the Solutions or any part thereof.
(e) Referrer agrees to Qualee reviewing the Referrer's social media accounts and/or websites to validate authenticity of application and promotion of Qualee.
7. DURATION OF AGREEMENT; TERMINATION:
(a) The term of this agreement shall commence on the date first set forth above and shall continue in full force and effect for twelve months and shall automatically renew for successive twelve month periods unless terminated by either party upon 10 days prior written notice. The Termination Notice shall be sent by email to the other party at its email address as such party shall have earlier provided to the terminating party by like notice.
(i) If the Agreement is terminated by Qualee as a result of a breach of the terms of this Agreement or any misconduct by the Referrer, or Referrer’s shareholders, officers, or principal employees, or the ability of Referrer to fulfil its obligation to Qualee, as reasonably determined by Qualee, then, Qualee shall have no further obligation to Referrer.
(ii) If the Agreement is terminated by Referrer, for whatever reason, then Qualee is obliged to pay commissions for commissionable Solutions sold up to the date of termination only.
(iv) If the Agreement is terminated by Qualee for any other reason other than that provided in (i) above, then Referrer shall be entitled to receive, all commissions due in accordance with the commission schedule in accordance with the same commission schedule even after the date of termination.
(b) Notwithstanding the termination provisions of subsection (a) above, Qualee and Referrer each reserve the right to terminate this Agreement at any time, upon immediate notice, in the event that the other party breaches any of the terms, conditions, or provisions set forth in this Agreement. If Referrer is an individual, this Agreement shall also automatically terminate in the event of the death of Referrer.
(c) Upon any termination of this Agreement and for a period of sixty (60) days thereafter, Referrer agrees, upon request of Qualee, to cooperate with and render all reasonable assistance to the person or persons designated by Qualee to represent Qualee in the Territory.
(d) The termination of this Agreement shall not relieve Referrer of its obligation under subsection (c) above nor under Section 6 above, all of which obligations shall survive any termination of this Agreement.
(a) Waiver - The failure of either party to exercise any right hereunder shall not be deemed to be a waiver of such right or any other right, nor a waiver of any continuing or subsequent breach or default of this Agreement by the other party.
(b) Severability - Each term, condition, and provision of this Agreement shall be valid and enforced to the fullest extent permitted by law. If there is any conflict between any term, condition or provision, by law or regulation, the latter shall prevail; provided, that any such conflicting term, condition, or provision shall be curtailed and limited only to the extent necessary to bring it within the legal requirements and the remainder of this Agreement shall not be affected thereby.
(c) Pronouns; Plurals - All pronouns and any variations hereof shall be deemed to include the masculine, feminine, singular, and plural thereof as the context may require. In addition, all nouns shall be deemed to include the singular and plural thereof as the context may require.
(d) Assignment - This agreement may not be assigned by Referrer without the prior written consent of Qualee.
(e) Binding Effect - This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, personal and legal Referrers, successors, and permitted assigns.
(f) Entire Agreement - This Agreement supersedes any previous agreements between the parties hereto, whether expressed or implied, oral or written. The parties represent that there are no oral agreements, representations, or understandings between them which are not set forth in this Agreement, and that this Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. This Agreement shall not be amended or modified except by a writing duly executed by the parties hereto.
(g) Governing Law; Jurisdiction - This Agreement and all rights, remedies, and obligations under this Agreement, including matters of construction, validity, and performance, shall be governed exclusively by the laws of the Singapore without regard to Singapore’s choice of law provisions. This Agreement shall be enforceable in any court of competent jurisdiction; provided, that each party specifically consents to, and agrees that such party is subject to, the jurisdiction of the state and courts of Singapore with respect to any actions for enforcement of or breach of this Agreement.
(h) Counterparts - This Agreement may be executed in one or more counterpart copies, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto, each acting under due and proper authority, have caused this Agreement to be executed as of the date Qualee approves and acknowledges, via email, the Referrer's application made via https://www.qualee.com/referral.
Attachment A to Qualee Technology Referrer Agreement
Referrer receives commissions of 8% of first year Total Contract Value (TCV) only of any subscription to a paid Services plan offered by Qualee Technology via www.qualee.com.
Last updated: 26 December 2019