RollWorks Qualified Referral Partner Agreement

This RollWorks Qualified Referral Partner Agreement (the “Agreement”) is between NextRoll, Inc. (“NextRoll” or “RollWorks”) and you (hereinafter referred to as “Company”) (each a “Party” and together the “Parties”).

BY COMPLETING THE REFERRAL FORM AND CLICKING THE REFERRAL PARTNER AGREEMENT ACCEPTANCE, COMPANY AGREES TO BE BOUND BY THIS AGREEMENT, NEXTROLL’S PRIVACY POLICY AND WEBSITE TERMS OF USE.  NEXTROLL MAY MODIFY THE AGREEMENT FROM TIME TO TIME. CONTINUED PARTICIPATION AFTER AN UPDATE WILL CONSTITUTE COMPANY’S ACCEPTANCE.

BACKGROUND

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. RollWorks’, a division of NextRoll, 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 and refer potential new customers (“Referrals”) to RollWorks for the sale of RollWorks Services, in exchange for a Referral Fee (defined below) for Qualified Referrals (defined below) that result in the sale of RollWorks Services to new customers, in accordance with the terms of this Agreement.

AGREEMENT

The Parties agree as follows:

I. QUALIFIED REFERRALS

1.1 Qualified Referrals. “Qualified Referrals” mean United States-based, B2B Referrals which: (a) complete the sign-up procedure in accordance with Section 1.2 below; (b) are not past or current customers of NextRoll, currently engaged in discussions with NextRoll for any services, or been previously been introduced to NextRoll through a 3rd party; (c) are accepted by RollWorks in writing as a Qualified Referral; (d) enter into a subscription agreement of at least twelve (12) months with NextRoll for RollWorks Services within one hundred and twenty (120) days of being accepted by RollWorks as a Qualified Referral; and (e) make at least one payment to NextRoll for the RollWorks Services. The Parties may mutually agree in writing (email sufficing) to waive or extend the one hundred and twenty (120) day time limit for a particular Referral. Company is not eligible to be a Qualified Referral.

1.2 Referral Procedure. Company may send Referrals to RollWorks by filling out the online referral form (https://www.rollworks.com/referral-partner) (“Referral Form”).  Company is solely responsible for securing all consents that may be necessary under applicable laws, rules and regulations in order for Company to lawfully share Referrals’ contact information (including any personal data) with RollWorks for RollWorks’ direct marketing activities, prior to sending such information to RollWorks. Upon receiving a Referral Form, RollWorks will send an email to Company to accept or reject the Referral as a potential Qualified Referral within ten (10) business days (silence shall not be deemed acceptance). If a Referral is accepted as a potential Qualified Referral, Company will work with RollWorks in good faith to help coordinate an introduction to the Referral within ten (10) business days of such acceptance. RollWorks will 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.

II. REFERRAL FEES

2.1 Responsibilities. RollWorks will be solely responsible for collecting fees for the RollWorks Services directly from Qualified Referrals (“Subscription Fees”), and paying Company any Referral Fees that are due. Company is solely responsible for making any required disclosures to Referrals under applicable laws, rules and regulations about Company’s receipt of Referral Fees from NextRoll.

2.2 Referral Fees. The “Referral Fee” is equal to twenty percent (20%) of the Subscription Fees actually collected by RollWorks from Qualified Referrals for the first twelve (12) months of the RollWorks Services only.  For purposes of calculating the Referral Fee, the term “Subscription Fee” excludes all media spend, media credits, or other fees associated specifically with media, or professional, ancillary/add-on, renewal or upgraded service fees that may be part of the RollWorks Services.  If a Qualified Referral terminates the RollWorks Services prior to 12-months after becoming a Qualified Referral, Company will only receive Referral Fees based on the amount of Subscription Fees actually collected by 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 RollWorks’s payment of Referral Fees.

2.4 Eligibility and Reporting. RollWorks will remit Referral Fees based solely on its own books and records, within sixty (60) days after the end of the quarter in which Qualified Referral’s Subscription Fees are actually received. RollWorks will manage RollWorks Services sales, provision, billing and collection activities with end-user Qualified Referrals.  RollWorks will not be obligated to pay Company Referral Fees to the extent that the Qualified Referral fails to pay all or a portion of its Subscription Fees to RollWorks in a timely manner.

III. USE OF TRADEMARKS AND MARKETING MATERIALS

3.1 License. Subject to this Agreement, RollWorks hereby grants to Company a limited, non-exclusive, non-transferable and revocable license to use the RollWorks trademarks, logos and URLs and marketing materials (“Licensed Materials”) provided by RollWorks, as-is (without modification) solely to promote the RollWorks Service to Referrals. RollWorks will have the right to review and approve any use of the Licensed Materials before they are used. RollWorks may provide specifications and other instructions from time to time as to Company’s permissible use of the Licensed Materials in promoting the RollWorks Services. Company further agrees to comply with all such specifications and instructions. Upon termination of this Agreement for any reason whatsoever, or upon written request by RollWorks at any time, the license granted herein shall terminate and Company shall immediately cease all its activities under this section.

3.2 Use of Company’s Trademarks. During the Term of this Agreement, Company grants RollWorks the right to use Company’s trademarks, logos, and names on RollWorks’ websites, sales presentations, and any other marketing materials, to identify Company as an Agency Partner of RollWorks.

3.3 Prohibited Activities. Company agrees not to use or associate the RollWorks Services or Licensed 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’ sole discretion. Company agrees not to send unsolicited electronic messages to multiple unrelated recipients in promoting the RollWorks Services, or otherwise to engage in any other form of mass electronic communications prohibited by applicable laws in connection with activities contemplated under this Agreement.

IV. TERM AND TERMINATION

4.1 Term. This Agreement shall become effective when Company submits the Referral Partner Agreement Acceptance and shall continue for twelve (12) months (“Initial Term”). Thereafter, this Agreement will automatically renew for additional consecutive terms of twelve (12) months (each, a “Renewal Term”, together with the Initial Term, “Term”), unless a Party terminates this Agreement on at least thirty (30) days’ prior written notice to the other Party.

4.2 Termination.  Either Party may terminate this Agreement immediately for material breach of this Agreement, if the other Party has failed to cure such breach within thirty (30) days’ of receiving written notice from the non-breaching Party.

4.3 Effect of Termination. On termination of this Agreement, Company’s rights shall immediately terminate, and Company shall not be entitled to receive any Referral Fees or any other payments under this Agreement other than Referral Fees fully earned or accrued prior (i.e. all conditions in Section 1.1 are satisfied) to termination of this Agreement.

V. GENERAL

5.1 Disclaimer and Limitation of Liability. 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’ LIABILITY EXCEED THE AMOUNT OF THE REFERRAL FEE FOR THE QUALIFIED REFERRAL GIVING RISE TO THE CLAIM.

5.2 Representations, Warranties and Indemnities. Company represents and warrants to RollWorks that it will comply with all applicable laws, rules and regulations in the collection and provision of Referrals’ personal information to NextRoll for the purposes of this Agreement (including with respect to data privacy and marketing laws such as the General Data Protection Regulation (EU) 2016/679 (GDPR), the California Consumer Privacy Act of 2018, Cal. Civil Code §1798.100 et seq, (CCPA), US CAN SPAM Act, and Canada’s Anti-Spam Law).

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 this Agreement by Company; (b) failure to comply with applicable laws, rules and regulations; and (c) use of the Licensed Materials outside the scope of this Agreement.

5.3 Independent Contractors. The Parties are independent contractors. Nothing in this Agreement shall create any joint venture, agency, franchise, sales representative, employment or any other relationship between the Parties.

5.4 Confidentiality. Confidential Information includes all information disclosed by a Party (the “Disclosing Party“) to the other Party (the “Receiving Party“), whether of a technical, business, or other nature that the Receiving Party knows or has reason to know is the confidential, proprietary or trade secret information of the Disclosing Party. Confidential Information does not include information that: (a) was lawfully known to the Receiving Party prior to receiving the same from the Disclosing Party in connection with this Agreement; (b) is independently developed by the Receiving Party without reference to the Confidential Information of the Disclosing Party; (c) is lawfully acquired by the Receiving Party from another source without restriction as to use; or (d) is or becomes part of the public domain through no act or omission of the Receiving Party. The Receiving Party will use the Disclosing Party’s Confidential Information solely for the purpose for which it is provided and as permitted under this Agreement and not disclose the Disclosing Party’s Confidential Information to a third-party without the Receiving Party’s prior written consent.

5.5 Assignment. Company may not assign or transfer this Agreement without RollWorks’s prior written consent.

5.6 Notices. Legal notices to NextRoll must be sent to  with a copy to NextRoll, Inc., Attn: Legal, 201 California St, Fl 5, San Francisco, CA 94111. Notices to Company will be sent to the email address on file.

5.7 Governing Law; Jurisdiction. This Agreement shall be governed by the laws of the State of California without giving effect to any principles of conflicts of law. Jurisdiction shall lie exclusively in the District Courts of San Francisco County, California.

5.8 Miscellaneous. Either Party’s failure to enforce the other Party’s 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. This Agreement represents the entire agreement between the Parties regarding the subject matter thereof. If any portion of this Agreement is held invalid or unenforceable, such invalidity or enforceability will not affect the other provisions of this Agreement, which will remain in full force and effect, and the invalid or unenforceable portion will be given effect to the greatest extent possible.