Terms of Service
Welcome to the PARIS Technologies International, Inc. (“PTI”, “We”) Referral Partner Program. To be eligible to participate as a Referral Partner, you must read and agree to the terms of this Referral Partner Agreement (this “Agreement”) by selecting “Confirm” button on the PartnerStack portal at the end of the Agreement.
PLEASE REVIEW THESE TERMS CAREFULLY. BY ACCEPTING THIS AGREEMENT OR PARTICIPATING IN THE REFERRAL PARTNER PROGRAM, YOU AGREE TO THESE TERMS AND CONDITIONS WITH PARIS TECHNOLOGIES INTERNATIONAL, INC. (“PTI” OR “WE”). IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU SHOULD NOT CLICK THE “CONFIRM” BUTTON AND NOT PARTICIPATE IN THE PARIS TECHNOLOGIES INTERNATIONAL, INC. REFERRAL PARTNER PROGRAM.
If you are registering as a Referral Partner in your individual capacity, then references to “Referral Partner” or “you” herein refer to you. If you are registering as a Referral Partner on behalf of an entity or other organization, you are agreeing to this Agreement for that entity or organization and representing to PARIS Technologies International, Inc. that you have the authority to bind that entity or organization to this Agreement (and, in which case, references to “Referral Partner” or “you” herein refer to that entity or organization).
IMPORTANT NOTES:
- PARIS TECHNOLOGIES INTERNATIONAL, INC. AND THESE TERMS LIMIT PARIS TECHNOLOGIES INTERNATIONAL, INC’S LIABILITY TO YOU.
- DISPUTES RELATING TO THIS AGREEMENT, YOUR ACCOUNT OR PARIS TECHNOLOGIES INTERNATIONAL, INC. MUST BE RESOLVED BY BINDING ARBITRATION AND ON AN INDIVIDUAL BASIS ONLY.
PARIS TECHNOLOGIES INTERNATIONAL, INC.
REFERRAL PARTNER AGREEMENT FOR SOLUTIONS MARKETED THROUGH THE PARTNERSTACK PROGRAM
1. INTRODUCTION
1.1. PTI owns or has marketing rights for certain computer-related software solutions (“Solution”, or “Solutions”) developed for clients for sale through the PartnerStack.com program and wishes to appoint Referral Partner to generate leads for potential customers, partners, or sales representatives for Solutions that will be sold in the territory of North America.
1.2. Referral Partner is duly organized, validly existing, in good standing under the laws of the state or country of Referral Partner’s registration and is experienced in marketing to generate leads to refer potential customers, partners, or sales representatives.
2. APPOINTMENT
Subject to the terms and conditions of this Agreement, an initial interview of Referral Partner with PTI Marketing Team, and upon approval in writing, which may be withheld in PTI’s sole discretion, PTI will appoint Referral Partner, and Referral Partner agrees to serve, as a nonexclusive marketing representative with authority to generate leads for potential customers, partners, or sales representatives and to earn payments (“Referral Fees”) for approved Referral registrations that result in software subscription sales.
3. REFERRAL PARTNER’S OBLIGATIONS
3.1. Authority. Referral Partner shall present qualified leads that result in orders for the Solutions; provided, however, that all such orders shall be subject to acceptance by PTI.
3.2. Sales and Marketing. Referral Partner will use best efforts to promote the marketing of and lead generation for the potential sale of the Solutions. Referral Partner will not make any representations on behalf of PTI regarding the Solutions and products except in accordance with documentation and literature provided by PTI.
3.4. Representation. Referral Partner will conduct business at all times in a manner that reflects favorably on the Solutions, products and services, and the good name, goodwill, and reputation of PTI, and Referral Partner will not use deceptive, misleading, or unethical practices that are or might be detrimental to PTI. Any breach of this manner of conduct will cause immediate, irreparable and continuing damage to PTI for which there is no adequate remedy at law and that in the event of any breach or violation or threatened breach or violation of this manner of conduct, PTI will be entitled to temporary, preliminary and permanent injunctive relief and such other legal and equitable remedies as may be provided by applicable law (without the necessity of posting any bond or other security), including damages, costs of suit and attorney’s fees. This paragraph will survive termination of this Referral Partner Agreement.
3.5. Expenses. All sales, marketing, and related activities to generate leads for potential customers and prospects shall be the sole responsibility of Referral Partner, and PTI shall not be obligated to incur any expenses for Solution or related product advertising, promotion, or market development. Referral Partner shall be responsible for the use of any resource or services provided by the PTI to the Referral Partner at the specific written request of the Referral Partner. PTI may offset Referral Fees due to costs incurred by PTI as a result of Referral Partner’s obligations. After an approved Referral Registration as defined in Section 4.2, PTI may unilaterally expend resources on sales and marketing efforts which Referral Partner will have no responsibility or obligation to reimburse PTI.
3.6. Relationships. All customers and sales and related activities resulting from leads generated by Referral Partner on behalf of PTI will be considered customers of PTI and PTI will have the sole right to continue to market and sell products and services to resulting customers. Customers will enter into separate License and or contractual relationships with PTI.
4. COMPENSATION
4.1. Referral Fees. As compensation for services performed hereunder, effective with the first sale resulting from an approved Referral Registration, the Referral Partner shall be entitled to receive a $1,500 Referral Fee payment (“Referral Fee Payment”) when a referred customer of Referral Partner has completed the 90 – day guarantee period for the Solution and has made the first payment of an Annual Subscription for the Solution or Solutions. Each individual referral within a company will require an approved Referral Registration, for example, a sale to the Finance Department, or the Marketing Department, or the HR Department, etc. This referral registration will be submitted via PartnerStack.
4.2. Referral Registration. Referral Partner will be required to register opportunities/leads for potential sales of the Solutions leading to the sale of the Solutions via the PartnerStack website, for each opportunity within a company or Partner. PTI will review the request for a Referral Registration and determine if the opportunity is available for the Referral Partner to pursue. The Referral Partner will be notified by letter or email with the Referral Registration status. If the Referral Registration Request is denied the Referral Partner will not be entitled to related Referral Fees. PTI shall have the right to terminate any Referral Registration and Referral Partner’s Referral Fee entitlement if there is no collected Solution or related product revenue received by PTI within 180 days from the date of initial Referral Registration.
4.3. Referral Fee Payments. Payments made for qualified Solution sales as the result of a Referral Partner’s lead will be made thirty (30) days after the client has completed the 90-Guarentee Period and has made the first payment (“Qualified Payment”) of the annual Solution Subscription program. Qualified payments will be made through the PartnerStack payment portal.
5. PROPRIETARY RIGHTS
5.1. Copyright Restrictions. Referral Partner acknowledges that the Solutions and related products may be subject to copyrights owned or licensed by PTI. Referral Partner agrees that it shall not, directly or indirectly, copy, reproduce, duplicate, make derivatives of, translate, adapt, modify, or alter the Solutions or related products. Referral Partner agrees that it shall not remove, obliterate, or alter any copyright notice which appears on any Solution or related products or any component thereof.
5.2. Confidential Information. Referral Partner and PTI agree that it will not disclose or use any business or technical information disclosed to such party (the “Receiving Party”) by the other party (the “Disclosing Party”) that should be reasonably understood to be, confidential or proprietary to the Disclosing Party (“Confidential Information”) except as necessary for the Receiving Party to perform its obligations, or exercise its rights, under this Referral Partner Agreement. This Referral Partner Program, the related terms and conditions, including pricing terms, are the proprietary and Confidential Information of Company. If a Receiving Party is required by applicable law, regulation, court order, or legal process to disclose any Confidential Information of the Disclosing Party, the Receiving Party will provide the Disclosing Party with prompt notice of such request or requirement and the Receiving Party will use reasonable efforts to ensure that all Confidential Information so disclosed is treated confidentially. At the request of the Disclosing Party, the Receiving Party will return to the Disclosing Party or destroy all Confidential Information of the Disclosing Party. The Receiving Party’s obligations under this paragraph will survive any expiration or termination of this Agreement or participation in the Referral Partner Program. The confidentiality obligations under this paragraph shall not apply to (i) information already known by the Receiving Party without an obligation of confidentiality, (ii) information that is or becomes publicly known other than through a breach by the Receiving Party of its confidentiality obligations, (iii) information received by the Receiving Party from a third party who is not known by the Receiving Party, acting in good faith, to be under an obligation of confidence to the Disclosing Party, and (iv) information that the Disclosing Party has disclosed to other parties without similar obligations of confidentiality.
5.3. Trade Secret Restrictions. Referral Partner acknowledges that all components of business, technical, or financial information shared are considered confidential and proprietary by PTI. Such components contain PTI trade secrets that (a) derive independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from their disclosure or use and (b) are the subject of efforts by PTI that are reasonable under the circumstances to maintain their secrecy. In connection with this Agreement, Referral Partner and its employees may have access to private and confidential information owned or controlled by PTI relating to equipment, apparatus, programs, software, specifications, drawings, pricing, and other data. The licenses to use the Solutions, related products, and all other confidential information acquired by Referral Partner under this Agreement through its employees or agents shall be and remain PTI’s exclusive property, and Referral Partner shall hold, and shall obligate its employees and agents to hold, any and all such information in strict confidence and shall not copy or disclose it to others without PTI’s prior written approval, and shall return all tangible copies of such information to PTI promptly upon request. Nothing herein shall limit either party’s use or dissemination of information not actually derived from the other party or information which has been or subsequently is made public by the owner or with the owner’s consent.
5.4. Trademark Restrictions. PTI acknowledges that the trademarks on the Solutions and related products are owned or licensed by PTI. Referral Partner shall not make use of such marks except for the purpose of performing its obligations under this Agreement.
6. PTI’S REPRESENTATION
PTI hereby represents, warrants and covenants that:
6.1. Proprietary Rights. PTI has all copyrights, trade secrets and trademark rights in the Products which are necessary to grant to Referral Partner all rights which are purported to be granted hereunder, free and clear of any and all agreements and liens of any person or party; and
6.2. Noninfringement. The Products and the names thereof provided by PTI, the performance of this Agreement by PTI and the exercise by Referral Partner of its rights hereunder with respect to all materials and interests supplied or granted to it by PTI do not and will not infringe upon, violate, or misappropriate any United States copyright, trade secret or contract right of any third party.
7. INDEMNIFICATIONS
7.1. By PTI. PTI hereby indemnifies Referral Partner and agrees to defend it and hold it harmless from and against any and all liability, damage, loss or expense (including reasonable attorneys’ fees) arising from any claim, demand, action or proceeding based upon the alleged breach of any of the representations set forth in Section 6 or incurred in the settlement or avoidance of any such claim, provided, however, that Referral Partner shall give prompt notice to PTI of the assertion of any such claims and provided further that PTI shall have the right to select counsel and control the defense thereof, subject to right of Referral Partner to participate therein.
7.2. By Referral Partner. Referral Partner hereby indemnifies PTI and agrees to hold it harmless from and against any and all liability, damage, loss or expense (including reasonable attorneys’ fees) arising from any claim, demand, action or proceeding based upon any action or omission of Referral Partner in connection with the nature of the relationship of the parties, marketing activities, or leads provided (other than any matter which falls within the provisions of Section 1) or incurred in the settlement or avoidance of any such claim, provided, however, that PTI shall give prompt notice to Referral Partner of the assertion of any such claims and provided further that PTI shall have the right to select counsel and control the defense thereof, subject to right of Referral Partner to participate therein.
8. THIRD-PARTY INFRINGEMENT
Referral Partner agrees to notify PTI immediately of the unauthorized possession, use, or knowledge of any item supplied under this Agreement to Referral Partner or to any distributor, dealer, or end user as a result of an order placed by Referral Partner by any person or organization not authorized to have such possession, use or knowledge. Referral Partner will promptly furnish full details of such possession, use or knowledge to PTI, will assist in preventing the recurrence of such possession, use or knowledge, and will cooperate with PTI in any litigation against third parties deemed necessary by PTI to protect its proprietary rights. Referral Partner’s compliance with this Subsection shall not be construed in any way as a waiver of any right by PTI to recover damages or obtain other relief against Referral Partner for any act or omission which may have resulted in the unauthorized possession, use or disclosure.
9. TERM AND TERMINATION
9.1. Term. The term of this Agreement shall commence on the date of Acceptance of this Agreement and for a period of one (1) year and will renew automatically at the end of each year for one (1) additional year term, unless terminated by either party (a) upon thirty (30) days prior written notice to the other party or (b) in accordance with Section 9.2 or Section 9.3. With the exception of termination for Sections 9.2 or 9.3 and upon termination, PTI agrees to pay Referral Fees earned by Referral Partner, as provided for in Section 4.1, for all approved Referral Registrations at the time of termination when the referral results in a Solution sale per the terms in Section 4.1.
9.2. Termination for Material Breach. This Agreement may be terminated by either party upon the expiration of thirty (30) days after written notice of material breach hereunder, if the breaching party fails to cure its breach during such cure period. No cure period shall apply where the party in breach has previously exhausted a cure period in connection with the same duty or obligation. If Referral Partner is no longer participating in the PartnerStack program, for any reason, that will be considered a Material Breach of this Agreement.
9.3. Malfeasance. This Agreement and the payment of earned Referral Fees may be terminated by PTI immediately if it is determined by PTI that Referral Partner has not conducted business in a manner that reflects favorably at all times on the Solutions or related products, services and the good name, good will and reputation of PTI, or that Referral Partner has used deceptive, misleading or unethical practices that are or might be detrimental to PTI, or that Referral Partner has promoted or marketed products considered competitive with PTI Solutions.9.4. Rights After Termination. Upon the termination or expiration of this Agreement for any reason, Referral Partner will discontinue promotion of activities contemplated by this Referral Partner Agreement. All licenses granted hereunder shall immediately terminate and Referral Partner will immediately cease use of, and remove from all of Referral Partner sites, all links to the PTI or PARIS websites (including all Links), and all PTI or PARIS trademarks and logos, other PTI or PARIS marks and all other materials provided in connection with this Agreement. Termination results in the immediate closure of the Referral Partner’s account and, if Referral Partner breaches any term or condition of this Agreement, the loss of all rights regarding referrals and the forfeiture of any unpaid Referral Fees . In addition, upon termination, all rights and obligations will immediately terminate except that any terms or conditions that by their nature should survive such termination will survive, including terms and conditions relating to intellectual property rights and confidentiality, disclaimers, indemnification, limitations of liability and termination, arbitration, class action waivers and the miscellaneous provisions below.
10. LIMITATION OF LIABILITY
IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR LOSS OF PROFITS, LOSS OF DATA, OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCURRED BY THE OTHER PARTY AND ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. THE LIABILITY OF PTI UNDER THIS AGREEMENT, WHETHER ARISING OUT OF BREACH OF CONTRACT (INCLUDING BUT NOT LIMITED TO BREACH OF WARRANTY) OR TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE AND STRICT LIABILITY), SHALL IN NO EVENT EXCEED THE AGGREGATE AMOUNT PAID TO Referral Partner BY PTI HEREUNDER.
11. MISCELLANEOUS
11.1. Force Majeure. Neither party shall be deemed in default of this Agreement to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, act of government, sabotage of material or supplies or any other cause beyond the control of such party (“Force Majeure”), provided that such party gives the other party written notice thereof promptly and, in any event, within fifteen (15) days of discovery thereof. In the event of such a Force Majeure, the time for performance or cure shall be extended for a period equal to the duration of the Force Majeure but not in excess of six (6) months.
11.2. Assignment. This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns, and shall not be assigned without written permission of PTI.
11.3. Modification. We may modify any of the terms and conditions within this Agreement at any time and at our sole discretion. These modifications may include without limitation changes in the scope of available referral fees, fee schedules, payment procedures and program rules. If any of the modifications are unacceptable to you, your only recourse is to terminate this Agreement. If you continue participation in the program, it will be considered as your acceptance of the modifications. Subject to the foregoing, no amendment or modification to this Agreement, nor any waiver of any rights hereunder, will be effective unless assented to in writing by both parties.
11.4. Notices. All notices required or permitted hereunder shall be in writing and shall be sent by email with receipt acknowledged, first class registered or certified mail, return receipt requested, by email, or by facsimile, to the party to whom such notice is directed, at its address as set forth above, or to the email or facsimile number provided by such party, or to such other address as such party shall have designated by notice hereunder. Unless otherwise specified, notices shall be deemed given when the return receipt is received or upon receipt of an appropriate facsimile answerback after transmission of the notice. If by email, when the receiving party acknowledges having received that email. Emails with an automatic “read receipt” will not constitute acknowledgment of an email for purposes of this Section 11.4.
11.5. Independent Contractors. The parties shall be deemed to have the status of independent contractors, and nothing in this Agreement shall be deemed to place them in the relationship of employer-employee, principal-agent, or partners or joint venturers.
11.6. Governing Law. This Agreement and any disputes or claims arising out of this agreement, including non-contractual disputes or claims, shall be governed by the substantive laws of Commonwealth of Pennsylvania without regard to conflict-of-laws issues.
11.7. Disputes Arbitration. All disputes arising out of or in connection with this Agreement shall be finally resolved by binding arbitration in Philadelphia, Pennsylvania USA in accordance with the Rules of Arbitration of the International Chamber of Commerce. The parties agree that this Agreement, and any and all tort claims that may arise, will be governed by the laws of the Commonwealth of Pennsylvania USA, excluding the Convention on Contracts for the International Sale of Goods and that body of law known as conflicts of laws. Notwithstanding the foregoing, nothing in this Agreement will prevent PTI from seeking injunctive relief with respect to a violation of intellectual property rights, confidentiality obligations, or enforcement or recognition of any award or order in any appropriate jurisdiction.
You and PTI agree that the parties will go to court to resolve disputes relating to your or PTI’s intellectual property (e.g., trademarks, trade dress, domain names, trade secrets, copyrights, or patents). Also, either party can bring a claim in small claims court either in Philadelphia, Pennsylvania, or some other place both parties agree on, if it qualifies to be brought in that court. In addition, if either party brings a claim in court that should be arbitrated or either party refuses to arbitrate a claim that should be arbitrated, the other party can ask a court to force the parties to go to arbitration to resolve the claim (i.e., compel arbitration). Either party may also ask a court to halt a court proceeding while an arbitration proceeding is ongoing.
11.8. Feedback. From time to time, you may choose to submit feedback to us. Feedback will not be considered your confidential information, and PTI may freely use, copy, disclose, and exploit any feedback in any manner without any obligation, royalty, or restriction based on intellectual property rights or otherwise.
11.9. Waiver. Any waiver of any right or default hereunder shall be effective only in the instance given and shall not operate as or imply a waiver of any similar right or default on any subsequent occasion.
11.10. Severability. No determination by a court of competent jurisdiction that any term or provision of this Agreement is invalid or otherwise unenforceable shall operate to invalidate or render unenforceable any other term or provision of this Agreement and all remaining provisions shall be enforced in accordance with their terms.
11.11. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document.
11.12. Titles and Captions. Section headings are used for convenience and shall not affect the interpretation or construction of any provision of this Agreement.
11.13. Entire Agreement. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings, oral or written. Referral Partner understands and agrees that no representations are made by PTI other than as expressly stated in this Agreement. This Agreement may be modified only by an instrument in writing duly executed by both parties.
The terms of this Agreement are accepted by a duly authorized representative, having the authority to bind the entity you are representing. By CONFIRMING your acceptance of this Agreement, through the PARTNERSTACK portal, you acknowledge that you have read this Agreement and agree to all its terms and conditions. You have independently evaluated this Referral Partner Program and are not relying on any representation, guarantee or statement other than as set forth in this Referral Partner Agreement.