ROLLWORKS QUALIFIED REFERRAL PARTNER AGREEMENT
This RollWorks Qualified Referral Partner Agreement (hereinafter the “Agreement”) by and between NextRoll, Inc. doing business as NextRoll (“NextRoll” or “RollWorks”) and you (hereinafter referred to as “Company”) (each a “Party” and together the “Parties”) may use the RollWorks Services.
BY CLICKING THE “I ACCEPT” BUTTON, COMPLETING THE ACCOUNT CREATION PROCESS, USING ROLLWORKS’S SERVICES, OR CONTINUING TO USE THIS WEBSITE, COMPANY AGREES TO BE BOUND BY THIS AGREEMENT.
IF COMPANY IS AN AGENCY OR A PARTY ENTERING INTO THIS AGREEMENT ON BEHALF OF ITS OWN CUSTOMER, THEN COMAPNY REPRESENTS AND WARRANTS THAT IT HAS THE AUTHORITY TO BIND ITS CUSTOMER, AND AGREES THAT THE TERM “COMPANY” AS USED IN THIS AGREEMENT ALSO REFERS TO THAT CUSTOMER.
NEXTROLL MAY MODIFY THE AGREEMENT FROM TIME TO TIME; CONTINUED USE AFTER NOTIFICATION OF AN UPDATE WILL CONSTITUTE ACCEPTANCE.
NextRoll has been on a mission to accelerate growth for companies, big and small, since 2007. NextRoll has empowered over 37,000 customers worldwide to understand, attract and engage buyers, driving growth for their businesses. NextRoll’s RollWorks business unit’s technology powers a suite of data-driven marketing solutions for ambitious B2B companies (“RollWorks Services”).
Company wishes to promote, market, and advertise the RollWorks Services in order to submit potential RollWorks B2B customers (“Referrals”) to RollWorks for the sale of RollWorks Services.
RollWorks agrees to pay Company a referral fee for Qualified Referrals (as defined below) which result in the sale of RollWorks Services to new customers in accordance with the terms set forth in this Agreement.
The parties agree as follows:
I. QUALIFIED REFERRALS
1.1 Qualified Referrals. “Qualified Referrals” mean United States-based, B2B Referrals (a) referred by Company to RollWorks and who complete the sign-up procedure in accordance with the procedure described in Section 1.2 below; (b) of whom RollWorks has no record in connection with the NextRoll Service, or who are not, at the time referred to RollWorks by Partner, in any contractual relations or ongoing negotiations with RollWorks in connection with the NextRoll Service; (c) who are not rejected by RollWorks under Section 1.3 below, (d) who accept the NextRoll Terms of Service and within one hundred twenty (120) days of being accepted as a Qualified Referral, at a Referral’s own discretion and without receiving any monetary or other incentive from Company, subscribe to the RollWorks Services for at least twelve (12) months, and (e) who make at least one (1) payment to receive the NextRoll Service. All Referrals will be deemed rejected by RollWorks if they do not become a Qualified Referral within one twenty hundred (120) days of first being submitted to RollWorks by Partner. On a case by case basis, the Parties may mutually agree in writing (email sufficing) to waive or extend the one twenty hundred (120) day time limit for a particular Referral. Company is not eligible to be a Qualified Referral.
1.2 Referral Procedure. Each Referral shall be referred to RollWorks by Company through an online form provided by RollWorks to Company, which Company shall fully complete and submit to RollWorks (“Referral Form”). Upon receiving each Referral Form, RollWorks shall send an email to the Company to accept or reject each Referral as a Qualified Referral within ten (10) business days. In the event a Referral is accepted as a Qualified Referral, RollWorks shall work with the Company to schedule an introduction to the Referral within ten (10) business days of such acceptance. NextRoll shall be responsible for the sales process to all Qualified Referrals, subject to the Parties’ continued good-faith cooperation in promoting the sales process to the Qualified Referral.
1.3 Qualified Referral Acceptance. RollWorks will be under no obligation to accept any Referral submitted by Company and may reject or decline to accept Referrals for any commercially reasonable reason as determined by RollWorks, including, but not limited to, that:
the Referral was an existing customer of RollWorks or of any of its affiliates (as defined below) at the time of submission of the Referral;
RollWorks or any of its affiliates was already involved in discussions relating to the sale of RollWorks Services to the proposed lead at the time of submission of the Referral;
the Referral has previously been submitted to RollWorks or any of its affiliates by Company or by any other third party;
the Referral (a) does not meet RollWorks’s credit requirements, (b) is on a list of restricted or prohibited parties issued by the government of the United States or any other jurisdiction, or (c) is located in a country that is subject to a United States trade embargo or that is deemed a terrorist supporting country by the United States Government; or
the Referral is located in an area in which RollWorks or any of its affiliates has an exclusive arrangement for the sale of RollWorks Services subscriptions or which RollWorks is otherwise prohibited by agreement or law from accepting.
II. REFERRAL FEES
2.1 Responsibilities. RollWorks shall collect all fees from Qualified Referrals for the RollWorks Services directly from Qualified Referrals (“Subscription Fees”).
2.2 Referral Fees. RollWorks will pay Company a referral fee equal to twenty percent (20%) of the Subscription Fees collected by RollWorks from Qualified Referrals which are approved in writing by RollWorks and closed by RollWorks within one twenty hundred (120) days of date of approval (or for such longer period as may be authorized by RollWorks pursuant to Section 1.1 above). Media spend will not be included in the calculation of the Referral Fee. For initial orders that have subscription terms in excess of one (1) year, Referral Fees payable with respect to the first year shall be determined proportionately to the total Subscription Fees payable pursuant to the initial order. For clarity, unless otherwise agreed to by both parties in writing, Partner shall only receive Referral Fees on a Qualified Referral’s initial order and Referral Fees will accrue and be payable for one (1) year from the date of subscription. If a Qualified Referral terminates the Service prior to one year after becoming a Qualified Referral, Company will only receive a pro-rata portion of the Referral Fees for the year in proportion to the Subscription Fees paid by Qualified Referral to RollWorks.
2.3 Associated Charges. Company shall be responsible for payment of all taxes, duties, governmental charges and other like charges levied on the Referral Fees, and Company shall indemnify, defend and hold RollWorks harmless from and against any claims arising out or relating to all charges emanating from RollWorks’s payment of Referral Fees.
2.4 Eligibility and Reporting. RollWorks Services subscription renewals, support, implementation, training or other professional services are not eligible for referral fees. RollWorks will remit referral fees within sixty (60) days after the end of the quarter in which Qualified Referral’s subscription payment is received. Company will be solely responsible for payment of all taxes and other costs levied against the referral fee or its operations. RollWorks will manage RollWorks Services sales, provision, billing and collection activities with end-user Customers.
2.5 Delinquent Service Payment. If Company is an existing customer of NextRoll, and receives services pursuant to the Terms of Service, in the event that Company fails to pay for services rendered by RollWorks pursuant to the Terms of Service, RollWorks may, in its sole discretion, provide Company with written notice that it has been designated to be “not in good standing.” Company will remain “not in good standing” until such time as all outstanding payments are satisfied. During this period, RollWorks will not be obligated to pay Company any Referral Fee due hereunder and RollWorks may, in its sole discretion, use outstanding service fees to off-set Referral Fee payments. Company will continue to accrue Referral Fee payments that are earned during this period for thirty (30) days after Company’s receipt of the “not in good standing” written notice, after which time this Agreement will terminate.]
III. USE OF MARKS
3.1 License. Subject to this Agreement and its terms, RollWorks hereby grants to Company a free, non-exclusive, non-transferable and revocable license (“License”) to market and the NextRoll Service to Referrals, and to use the RollWorks trademarks, logos and URLs provided by RollWorks (“Licensed Marks,” as may be amended by RollWorks from time to time), and associated materials, language or code for the sole purpose of promoting the NextRoll Service (collectively, “Marketing Materials”). RollWorks will have the right to review and approve any Marketing Materials before they are used, and if approval is not granted, Company may not use the Marketing Materials until RollWorks does approve. RollWorks may revoke this license at any time by giving Partner a written notice (including via email).
3.2 Prohibited Activities. Company agrees not to associate Marketing Materials with content that is unlawful in any manner, or which is otherwise harmful, threatening, defamatory, obscene, offensive, harassing, sexually explicit, violent, discriminatory, or otherwise objectionable in RollWorks’s sole discretion. Company agrees not to send unsolicited electronic messages to multiple unrelated recipients in promoting the NextRoll Service, or otherwise to engage in any other form of mass electronic communications prohibited by law in connection with activities contemplated under this Agreement.
3.3 Permissible Use of RollWorks Marks.
Company expressly agrees to comply with all the terms herein in using the Licensed Marks and in creating Marketing Materials.
RollWorks shall provide specifications and other instructions from time to time as to Company’s permissible use of the Licensed Marks in creating Marketing Materials and promoting the NextRoll Service. Company further agrees to comply with all such specifications and instructions.
Company shall (i) ensure that all Licensed Marks appearing on its Marketing Materials are in the form approved by RollWorks, (ii) not modify any RollWorks Marks or otherwise substantially modify other Marketing Materials contrary to reasonable instructions provided by RollWorks, and (iii) further comply with reasonable instructions from RollWorks as to the form, content and display of Marketing Materials. Upon termination of this Agreement for any reason whatsoever, or upon written request by RollWorks, the license granted herein shall expire and Company shall immediately cease all its activities under this section of the Agreement.
IV. TERM AND TERMINATION
4.1 Initial Term. This Agreement shall become effective as of the Effective Date and shall continue for twelve (12) months thereafter (“Initial Term”).
4.2 Renewal Term. Following expiration of the Initial Term, this Agreement will be automatically renewed for additional consecutive terms of twelve (12) months (each, a “Renewal Term”), unless a Party gives written notice of termination to the other Party at least thirty (30) days prior to the end of the Initial Term or any Renewal Term.
4.3 Early Termination.
Without Cause. RollWorks shall have the right to terminate this Agreement at any time for any or no reason by giving ten (10) days’ prior written notice to Company.
For Cause. Either Party may terminate this Agreement at any time, effective immediately upon written notice to the other Party who has materially breached this Agreement, provided that prior to terminating this Agreement the terminating Party shall provide written notice of such material breach and thirty (30) days’ opportunity for the breaching Party to cure such breach.
Effect of Termination. From and following the date of termination of this Agreement, Company’s rights under this Agreement shall terminate, and Company shall not be entitled to receive any Referral Fees or any other payments under this Agreement other than commissions or payments earned or accrued prior to termination of this Agreement.
5.2 Disclaimer. ROLLWORKS MAKES NO REPRESENTATIONS OR WARRANTIES TO COMPANY OR ITS REFERRALS, INCLUDING ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ROLLWORKS WILL NOT BE LIABLE FOR ANY SPECIAL OR INCIDENTAL DAMAGES THAT MAY ARISE UNDER THIS AGREEMENT AND IN NO EVENT WILL ROLLWORKS’S LIABILITY EXCEED THE AMOUNT OF THE REFERRAL FEE FOR THE QUALIFYING TRANSACTION.
5.3 Intellectual Property Rights. All intellectual property rights (such as but not limited to trademarks, trade names, logos, patents, copyrights, domain names and derivative rights) in NextRoll Marks, the RollWorks Services and related content and technology around the world (“RollWorks IP Rights”) are and will remain the exclusive property of RollWorks and its subsidiary companies. The License granted by RollWorks to Company under Article III is granted solely under the terms of this Agreement and in furtherance of its objectives. Company’s right to use the Licensed Marks is at the discretion of RollWorks and is subject to Company’s compliance with the terms of this Agreement, Guidelines, and with all applicable laws and regulations. Company agrees to (a) not use any RollWorks IP Rights in any manner reasonably likely to breach this Agreement; (b) not do anything contesting or impairing any RollWorks IP Rights; (c) not create or obtain any intellectual property rights (such as but not limited to trademarks, trade names, logos, patents, copyrights, domain names and derivative rights) that are substantially similar to any RollWorks IP Rights; (d) promptly notify RollWorks of any unauthorized use of any RollWorks IP Rights of which Partner has actual knowledge; and (e) always use the Licensed Marks and any other RollWorks Marks in compliance with this Agreement. RollWorks may perform periodic reviews of any Marketing Materials presented by Company, and shall have the exclusive authority and discretion to order the removal or amendment of any Marketing Materials presented by Company.
5.4 Indemnification. Company will indemnify, defend and hold RollWorks and its subsidiaries, affiliates, officers and employees (the “RollWorks Indemnified Parties”) harmless from and against any and all costs, liabilities, losses and expenses (including but not limited to reasonable attorneys’ fees) resulting from any claim, suit, action, demand or proceeding brought by any third party against the RollWorks Indemnified Parties arising from any of the following: (a) a breach of the Agreement by Company; (b) the negligence, gross negligence, or willful misconduct of Partner or its employees, agents or contractors; or (c) a failure by Company or its employees, agents, contractors or invitees to comply with the laws and regulations referenced hereinbefore.
5.5 LIMITATION OF LIABILITY. NEITHER ROLLWORKS NOR ANY OFFICER, EMPLOYEE, DIRECTOR OR ANY OTHER REPRESENTATIVE OF ROLLWORKS SHALL BE LIABLE TOWARDS PARTNER OR TOWARDS ANY THIRD PARTY, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS TERMINATION, IN CONTRACT, PRE-CONTRACT, TORT OR OTHERWISE FOR (A) ANY ECONOMIC LOSS (INCLUDING LOSS OF REVENUES, PROFITS, CONTRACTS, BUSINESS OR ANTICIPATED SAVINGS) OR (B) ANY LOSS OF GOODWILL OR REPUTATION. SUCH LOSSES INCLUDE, WITHOUT LIMITATION, ANY SPECIAL, INDIRECT, INCIDENTAL, STATUTORY, PUNITIVE OR CONSEQUENTIAL LOSSES OR DAMAGES AS WELL AS ANY LOSSES OR DAMAGES CAUSED BY INTERRUPTION OF OPERATIONS. NOTWITHSTANDING ANY OTHER CIRCUMSTANCES OR UNDERSTANDINGS SURROUNDING ANY RELATIONS AMONG THE PARTIES, ROLLWORKS’S ENTIRE LIABILITY TO COMPANY UNDER THIS AGREEMENT SHALL NOT EXCEED $100 U.S. FOR ANY AND ALL CLAIMS FOR DAMAGES OF ANY KIND MADE BY PARTNER UNDER THIS AGREEMENT, AND BY ENTERING THIS AGREEMENT COMPANY RECOGNIZES THE LIMITATIONS HEREIN ON ROLLWORKS’S LIABILITY.
5.6 Independent Contractors. The Parties herein act on their own behalf as independent contractors. Nothing in this Agreement shall create any joint venture, agency, franchise, sales representative, employment or any other relationship between the Parties beyond the relations set out in this Agreement, and Partner is expressly precluded from acting on RollWorks’s behalf. Company’s display of Licensed Marks under this Agreement, other content presented by Company, or contact among Company and third parties shall not misrepresent the relations described herein. Company has no authority to, and will not, enter into any agreement on NextRoll’s behalf.
5.7 Force Majeure. Each of the Parties agrees that all information of a confidential nature received from the other Party before, during and after the conclusion of the Agreement shall remain confidential. Information shall in any event be considered confidential if related to pricing, discounts, Referrals’ information or if designated as confidential by either of the Parties.
5.8 Initial Term. A Party shall not be obliged to perform any of its obligations herein if it is prevented from doing so by a situation of force majeure. “Force majeure” events shall include events beyond the reasonable control of the Parties, including acts of God, acts of government, acts of nature, strikes or riots.
5.9 Assignment. RollWorks may assign this Agreement at any time. Company may not assign or transfer this Agreement without RollWorks’s prior written consent, such consent not to be unreasonably withheld.
5.10 Notices. All notices to NextRoll must be delivered in writing by courier, certified or registered mail (postage prepaid and return receipt requested), electronic mail, or as otherwise specified by NextRoll. Legal notices to NextRoll must be sent to firstname.lastname@example.org with a copy to NextRoll, Inc. dba NextRoll, Attn: Legal, 2300 Harrison St, Fl 2, San Francisco, CA 94110, U.S.A. Notices to Client will be sent to the Client Account email address on file and/or posted on the Platform dashboard and are deemed effective when sent or posted.
5.11 Governing Law; Jurisdiction; Dispute Resolution. This Agreement shall be governed by the laws of the State of California, U.S.A, without giving effect to any principles of conflicts of law. Jurisdiction shall lie exclusively in the District Courts of San Francisco County, California. The sole and exclusive jurisdiction and venue for any litigation arising out of this Agreement shall be an appropriate federal or state court located in the State of California, and the Parties agree not to raise, and hereby waive, any objections or defenses based upon venue or forum non conveniens. Prior to initiating any legal action arising under or relating to this Agreement, a Party shall provide the other Party written notice of a dispute and the Parties shall actively and in good faith negotiate with a view to speedy resolution of such dispute within ten (10) business days of the receipt of such notice.
5.12 Miscellaneous. Either Party’s failure to enforce the other Party’s strict performance of any provision of this Agreement will not constitute a waiver of the first Party’s right to subsequently enforce such provision or any other provision of this Agreement. RollWorks reserves the right to revise this Agreement, and Company’s rights and obligations are at all times subject to the Agreement then posted at RollWorks.com/referral-partner-agreement. Company’s continued use of the RollWorks Services constitutes acceptance. This Agreement represents the entire agreement among the Parties regarding the subject matter thereof and the Parties’ respective obligations and commitments herein. No other documents, or oral or written agreements among the Parties reflect in any way on the agreements laid out in this Agreement. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.