ATTENTION! ONCE YOU CLICK THE "I AGREE" BUTTON DISPLAYED HEREWITH, THE FOLLOWING TERMS AND CONDITIONS WILL BE LEGALLY BINDING EITHER UPON YOU PERSONALLY, IF YOU ARE ENTERING INTO THIS AGREEMENT ON YOUR OWN BEHALF, OR UPON THE COMPANY OR OTHER LEGAL ENTITY ON BEHALF OF WHICH YOU ARE ACTING (HEREINAFTER "YOU" OR "YOUR"). YOU SHOULD CAREFULLY READ THE FOLLOWING AGREEMENT GOVERNING THE RE-FERRAL PROGRAM BEFORE CLICKING "I AGREE."
This Referral Agreement ("Agreement") is entered into as of the date on which You click the "I Agree" button displayed herewith, between You and Netsense Business Solutions Pte Ltd, headquarters located at 180 Paya Lebar Road#10-03 Yi Guang Building Singapore 409032.
1. AGREEMENT SUBJECT TO APPROVAL.
The effectiveness of this Agreement is subject to Netsense approval in writing (via mail, fax or e-mail) of Your application for participation in the Referral Program ("Approval"), and this Agreement shall commence on the date of the Approval ("Effective Date"). Netsense may reject or decline to accept Your application for any or no reason at its sole discretion. Netsense may conduct background checks and other screening measures of any sort in connection with Your application. If Netsense approves Your application, You may refer sales leads within the Territory to Netsense during the term and in accordance with all terms and conditions of this Agreement, to enable Netsense to solicit orders for Netsense products and/or services ("Products").
2. LIMITATIONS ON ACTIVITIES.
2.1. Limitations on Activities. Your activities under this Referral Agreement shall be limited as follows:
2.1.1 You shall conduct all of Your business in accordance with the highest business standards, acting dutifully, in good faith and in compliance with all laws and not perform any act which would or might reflect adversely upon the Products or the business, integrity or goodwill of Netsense
2.1.2 You shall not have the authority to make any commitments or agreements or incur any liabilities whatsoever on behalf of Netsense or register this Agreement under local registered agency law nor shall Netsense be liable for any acts, omissions to act, contracts, commitments, promises or representations made by You.
2.1.3 You shall not use any trademarks, names or other identifiers owned or used by Netsense ("Marks"), except that You may refer to Netsense and the Products in conversations and written correspondence with potential customers in the same manner as Netsense does in its own marketing materials and website. Any other use of Marks (e.g., on Your website) has to be designed in compliance with Netsense trademark usage guidelines, including but not limited to Netsense marketing guidelines.
2.1.4 You are an independent contractor, and nothing contained in this Agreement shall be construed to (a) give either party the power to direct and control the day-to-day activities of the other; (b) create a principal-agent or employer-employee relationship; or (c) constitute the parties as partners, joint venturers, co-owners or otherwise as participants in a joint undertaking.
2.1.5 All financial and other obligations associated with Your business are solely your responsibility. As an independent contractor, the mode, manner and method used by You shall be under Your sole control and You shall be solely responsible for risks incurred in the operation of Your business and the benefits thereof. You shall bear all of Your own expenses in connection with the performance of this Agreement and will not be entitled to reimbursement of any such expenses by Netsense.
2.1.6 You shall not make any representations or other statements about Products, prices or business practices, except that You shall forward to potential customers (i) unmodified market-ing materials provided by Netsense and (ii) references to Netsense standard conditions of sale, as published by Netsense on its website or otherwise.
2.2 No License. You acknowledge and agree that no license is granted under this Agreement to use or access any Products, any of Netsense proprietary technologies embodied therein, or any data, information or other content provided thereby. As between the parties, Netsense retains all right, title and interest in and to the Products and all technology, data, information or other content embodied therein or provided thereby, as well as any intellectual property rights or similar rights in connection therewith, and You acknowledge that You neither own nor acquire any rights in or to the Products.
2.3 Nonexclusive Referral Agreement. Each party acknowledges that this Agreement does not create an exclusive agreement between the Parties. Each Party shall have the right to recommend similar products and services of thirdparties and to work with other parties in connection with the design, sale, installation, implementation and use of similar services and products of third parties. Notwithstanding the foregoing, once You establish a Commissionable Lead with Netsense, You will not refer a direct competitor of Netsense to such Commissionable Lead. You will not enter into an agreement with a third party the effect of which would prohibit your submission of a Proposed Lead pursuant to this Agreement.
3.1 Submission of Leads. You shall identify each potential customer and relevant commercial conditions relating to such Proposed Lead via phone call or email submission.
3.2 Acceptance of Leads. Within a reasonable period of time following your submission Net-sense shall review to determine whether to accept the Proposed Lead as commissionable or reject the Proposed Lead and will provide you with a written (including e-mail) notification of its acceptance or rejection of a Proposed Lead ("Referral Confirmation"). Netsense will be under no obligation to accept any leads submitted by you and may reject or decline to accept for any or no reason at its sole discretion, including, without limitation, because:
3.2.1 the Proposed Lead was an existing customer of Netsense at the time of submission;
3.2.2 Netsense was already involved in preliminary or advanced discussions relating to the sale of a subscription to the Proposed Lead at the time of submission;
3.2.3 Has previously been submitted to Netsense by You or any third party with respect to the Proposed Lead;
4.1 Commissionable Leads. A Proposed Lead qualifies as commissionable ("Commissionable Lead") only if:
4.2 Commissions and Payment. Subject to Your compliance with all terms and conditions of this Agreement, Netsense will pay You commissions equal to ten percent (10%) of Lead Referral Revenue. This shall be paid in accordance to the payment terms accepted and paid by the lead/referred client.
6.6.1 You represent and warrant that
(a) You will conduct Your business activities in a legal and ethical manner; (b) You have submitted and will submit complete and truthful information in connection with your application and all referrals; (c) You will submit all filings and obtain any approvals that may be necessary for You to per-form Your obligations under this Agreement, (d) You will commit no act that would reflect unfavourably on Netsense; (e) You are not a party with whom Netsense is prohibited from doing business and (f) You will comply with all applicable local, state, federal, and foreign laws, treaties, regulations, and conventions in connection with Your performance of this Agreement, including without limitation, privacy, anti-spam, advertising, copyright, trademark and other intellectual property laws. 6.6.2 In particular, without limitation, You will refrain from
(a) referring Proposed Leads that could be suspected of engaging in re-exports and (b) disclosing any technical information related to Products to prohibited persons or competitors or individuals involved in similar trade to Netsense Business Solutions 6.6.3 You acknowledge that any sums paid to You under this Agreement are for Your own ac-count and that, except as appropriate to carry out Your duties set forth herein in a legal manner, You did not, have no obligation to, and will not, directly or indirectly, give, offer, pay, promise to pay, or authorize the payment of money or any thing of value to any other person in connection with the performance of Your referral activities hereunder. In particular, without limitation, You agree not to take any actions that would cause You or Netsense to violate the statutory requirements based on the law of Singapore.
6.7 Indemnification. You shall indemnify and hold Netsense harmless from and against any and all third party claims against Netsense arising out of any act, default, misrepresentation or any omission on Your part (including, without limitation, negligence and breach of this Agreement), or any of Your agents, employees or representatives, directly or indirectly relating to this Agreement, including without limitation any claims relating to allegations, actions or proceedings for breach of contract or warranty, regulatory or other legal claims, claims for bodily injury (including death) and damage to property.
6.10 Entire Agreement and Amendment. This Agreement, including all exhibits hereto, constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior or contemporaneous representations, discussions, negotiations, and agreements, whether written or oral, relating to its subject matter. Any amendments or renewals to this Agreement shall be invalid unless made in writing that is signed by duly authorized representatives of both parties. In the event of any additional or inconsistent terms, Referral Confirmations or other communications, the terms and conditions in this Agreement shall prevail unless Netsense specifically identifies the section(s) of this Agreement that Netsense intends to override in a writing signed by Netsense.
6.11 Limitations of Liability. TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAW, NETSENSE WILL NOT BE LIABLE FOR ANY LOSS OF USE, LOSS OF DATA, INTERRUPTION OF BUSINESS, DOWNTIME, LOST PROFITS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. IN NO EVENT WILL NETSENSE’S LIABILITY UNDER THIS AGREEMENT EXCEED THE PAYMENTS PAID BY NETSENSE TO YOU DURING THE PRECEDING TWELVE MONTHS. THIS SECTION IS SEVERABLE AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT.
BY CLICKING "I AGREE" YOU ARE REPRESENTING THAT (1) YOU HAVE SUBMITTED TRUE AND COMPLETE INFORMATION IN CONNECTION WITH YOUR APPLICATION AND (2) YOU ARE ENTERING INTO THIS AGREEMENT ON YOUR OWN BEHALF OR THAT YOU HAVE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF YOUR COMPANY OR OTHER LEGAL ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY OR DO NOT WISH TO ENTER INTO THIS AGREEMENT ON YOUR OWN BEHALF, OR IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS CONTAINED HEREIN, YOU MUST CLICK "I DECLINE" AND YOU WILL NOT BE ELIGIBLE FOR PARTICIPATION IN THE REFERRAL PROGRAM.