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 SUUCHI INC REFERRAL PROGRAM BEFORE CLICKING “I AGREE.”
SUUCHI INC REFERRAL AGREEMENT
This Referral Agreement (the “Agreement”) is between Suuchi, Inc. whose principal place of residence is at 850 Washington Avenue, Carlstadt, NJ 07072 a Delaware corporation (“Suuchi” or “Referee”) and the party agreeing to this contract. Suuchi and Referrer may be referred to individually as a “Party” and collectively as the “Parties.”
The Parties desire to engage in a strategic partnership whereby Referrer will provide referrals and relevant sales leads to Suuchi. During the Term of this Agreement, the Referrer may introduce to Suuchi (“Referee”) services (“Referee Services”) to a third party (“Lead”) in order to earn a Referral Fee (as hereinafter defined) on the resulting business.
1.1 “Marks” means as to each Party’s trademarks, service marks, trade names and logos.
1.2 “Qualified Leads” mean only Leads that are expressly accepted by Referee in writing (email shall suffice) as “Qualified Leads” and that meet the criteria set forth in Exhibit B. Unless otherwise expressly approved as a Qualified Lead by Referee, a Lead will not be considered a Qualified Lead. (See Exhibit B - Qualification Policy for the criteria required for a Qualified Lead).
Subject to the terms and conditions of this Agreement, Suuchi hereby appoints Referrer as a non-exclusive referral and marketing representative, and Referrer hereby accepts such appointment. The appointment entitles Referrer to refer Qualified Leads to Referee and to receive the Referral Fee for such Qualified Leads in accordance with this Agreement. The Parties shall create a mutually agreeable lead registration template, go to market materials, and where appropriate, shall incorporate the presentation of the Suuchi Services into its account sales process. In addition, the Parties shall endeavor to engage in monthly partnership check-in calls.
Referee shall pay Referrer the Referral Fee set out in Exhibit A on each occasion in which Referee is supplied a Qualified Lead that results in a sale of Referee’s Services, provided that the resulting business occurs no later than six (6) months after the Qualified Lead was approved in writing by Referee. The Referral Fee is payable no later than 30 days after the end of the month in which Referee receives payment from the resulting business for the first twelve (12) months of the agreement.
4.1 After the Effective Date: (i) Referrer shall position Suuchi as an official partner during the Term; (ii) the Parties shall develop joint marketing collateral; (iii) the Parties shall issue a joint press release and (iv) the Referrer shall endeavor to attend or co-sponsor Suuchi’s key marketing events.
4.2 The Parties hereby grant to one another a worldwide, non-exclusive, royalty-free, license during the Term of this Agreement, to use and display the other Party’s Marks in the form provided by one Party to another, for the purpose of marketing and promoting this Agreement.
5.1 The Term of this Agreement will commence on the Effective Date and will remain in effect for one (1) year. Thereafter, the Agreement shall automatically renew for consecutive twelve (12) month periods unless either Party provides the other Party with a notice of non-renewal at least thirty (30) days prior to the end of the Term.
5.2 Either Party may terminate this Agreement for cause with fifteen (15) days prior written notice upon a material breach by the other Party that is not cured within such period.
6.1 Each Party represents and warrants that it has the legal power to enter into this Agreement and, further, that the execution of this Agreement shall not breach or conflict with any other contract, agreement or understanding between such Party and any other Party or Parties. Except as aforementioned and expressly stated in this Agreement, Referrer shall not make any representations, warranties or guarantees to Qualified Leads with respect to the specifications, features or capabilities of Referee’s Services that are deceptive, misleading or inconsistent with the literature provided by Referee to Referrer with respect thereto. Any agreements for the use of the Referee Offering shall be directly between Referee and the Qualified Leads, and any warranty for the Referee Offering will run directly from Referee to its customer. Referrer shall not accept any orders for the Referee Offering from third parties, shall not bind or purport to bind Referee to any agreement or other commitment with respect to the Referee Offering, and shall not otherwise enter into any agreements with Qualified Leads or other third parties with respect to the Referee Offering.
6.2 Referrer hereby represents and warrants that it shall not enter into a similar referral, content, co-marketing or other strategic agreement with a direct competitor of Suuchi without first obtaining written consent from Suuchi which will not be unreasonably withheld.
Each Party (the “Indemnifying Party”) shall indemnify, defend and hold the other Party (the “Indemnified Party”) and its officers, directors, agents and employees from and against all claims, suits, demands, actions, proceedings, judgments, penalties, damages, losses, liabilities, costs and expenses (including, without limitation, reasonable legal and expert witness fees) resulting from any and all third-Party claims against the Indemnified Party arising from or relating to any misrepresentation, warranty or other commitment made by the Indemnifying Party to any Qualified Leads or other third Party (including any such commitments that purport to bind the Indemnified Party), or the Indemnifying Party’s grossly negligent acts or omissions or willful misconduct in promoting the Referee Offering.
EACH PARTY'S ENTIRE AGGREGATE LIABILITY PURSUANT TO, IN CONNECTION WITH AND ARISING OUT OF THIS AGREEMENT, REGARDLESS OF THE FORM OF ANY LEGAL ACTION OR PROCEEDING, WHETHER IN CONTRACT, STATUTE, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), OR OTHERWISE SHALL NOT EXCEED THE LOWER OF ACTUAL AMOUNT OF DIRECT DAMAGES INCURRED OR THREE (3) MONTHS OF FEES ACTUALLY RECEIVED BY REFERRER THE THREE MONTHS PRECEDING THE DATE THE INCIDENT WHICH IS THE BASIS FOR THE LIABILITY AROSE. NEITHER PARTY SHALL BE LIABLE HEREUNDER FOR ANY AMOUNTS REPRESENTING LOSS OF PROFIT, LOSS OF BUSINESS OR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATION OF THIS SECTION 8, SHALL NOT APPLY TO VIOLATIONS OF SECTION 8 OR 10, AND LIABILITY ARISING FROM A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 9. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT ENTIRELY APPLY TO THE PARTIES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS SET FORTH IN THIS SECTION ARE INTEGRAL TO THE CONSIDERATION CONTEMPLATED UNDER THIS AGREEMENT.
Each of the Parties shall act as, and shall be, independent contractors in all aspects of this Agreement. Neither Party has authority to act for and on behalf of the other except as provided for in this Agreement. Neither Party may make, revise, alter, or otherwise diverge from the terms, conditions, or policies which are subject to this Agreement without a written amendment to this Agreement signed by authorized representatives of both Parties.
10.1 “Confidential Information” means any information disclosed by either Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), including regarding any information such as the Disclosing Party’s contracts with third parties, customer information, product offerings, pricing, business and marketing plans, and the terms of such Party’s partnerships with third parties, provided that such information is designated as confidential, or is such that a reasonable Party would assume such information to be confidential. Confidential Information shall not, however, include any information which (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the Disclosing Party; (ii) becomes publicly known and made generally available after disclosure by the Disclosing Party to the Receiving Party through no action or inaction of the Receiving Party and/or (iii) was independently developed by the Receiving Party without use of the information received from the Disclosing Party. The Confidential Information may not be disclosed except for circumstances in which (a) it is required by law to be disclosed by the Receiving Party, provided that the Receiving Party gives the Disclosing Party prompt written notice of such requirement prior to such disclosure and assistance in obtaining an order protecting the information from public disclosure; or (b) it is necessary for the purposes of legal or financial due diligence in connection with an investment, merger, or acquisition, provided that it is only disclosed to each Party’s legal counsel, or professional advisors, with the prior written consent of the other Party.
10.2 Each Party agrees not to use any Confidential Information of the other Party for any purpose except to fulfill the obligations of this Agreement. Each Party agrees not to disclose any Confidential Information of the other Party to third parties. Each Party agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other Party. The obligations of each Receiving Party hereunder shall survive until such time as all Confidential Information of the other Party disclosed hereunder becomes publicly known and made generally available through no action or inaction of the Receiving Party.
11.1 Assignment. Neither Party may, without the prior written consent of the other Party, transfer or assign this Agreement in whole or in part, whether by operation of law or otherwise, to any third Party. Any purported transfer or assignment without such consent shall be void. In the event of a change in control of Suuchi, this Agreement shall be assigned to acquirer without consent of Referrer.
11.3 No Waiver. A failure or delay in the enforcement of the rights detailed in this Agreement by either Party shall not constitute a waiver of rights or be deemed a basis for estoppel. The Parties may exercise their rights under this Agreement despite delay or failure to enforce those rights.
11.4 Choice of law. This Agreement will be interpreted according to the laws of the State of New Jersey.
11.5 Entire Agreement. This Agreement represents the entire agreement by and between the Parties except as otherwise provided in this Agreement, and it may not be changed except by written amendment duly executed by all Parties.
11.6 Notices. Any notice required or permitted pursuant to this Agreement must be in writing delivered by electronic mail, or certified or registered mail to the address listed below and will be effective upon receipt. Either Party may from time to time change the addresses or individuals specified in this section by giving the other Party notice of such change in accordance with this section:
Notice to Referrer: Notice to Suuchi:
850 Washington Avenue
Carlstadt, NJ 07072 USA
IN WITNESS WHEREOF, the Parties hereto have duly executed this Agreement as of the Effective Date.
REFERRAL FEE, OBLIGATIONS AND OFFERINGS
Referee shall pay the Referral Fee set out below with respect to each transaction in which Referral provides a Qualified Lead in respect to Referee’s Services and such Qualified Lead name appears on the list of Qualified Leads approved by Referee (“Qualified Lead List”), provided that each such transaction occurs no later than six (6) months after the date upon which the Qualified Lead was approved by Referee.
With respect to each transaction referred to above, the Referral Fee will be five percent (5%) of the first-year revenue recorded by Suuchi under US Generally Accepted Accounting Principles (“Revenue”) received in exchange for the Referee’s Services for first twelve (12) months of the contract. Payment of the Referral Fee will be paid thirty (30) after the Suuchi’s receipt of cash payment of the Revenue (see below). The referral is subject to the following:
EXHIBIT B QUALIFICATION POLICY
Each Qualified Lead must provide Referee with the potential to obtain a real foothold into the Qualified Lead’s organization. Typically, a Lead that the Referee will approve as a Qualified Lead will be a company:
The Parties shall each designate a dedicated relationship owner to manage the process of screening and registering Leads. Leads must be submitted to Referee via an email, to [email protected] Once the Lead has been submitted, the Referrer will be notified by email whether the Lead is accepted or rejected by Referee as a Qualified Lead. Qualified Leads expire six (6) months after the date they are accepted by Referee.
For the avoidance of doubt, all Leads shall be considered Confidential Information