Version 1.0 | 21 September 2019
This Referral Agreement (the “Agreement”) is entered into, by and between Cloud Credential Council (the “Company”) and the individual or entity designated as the “Affiliate”, (the “Affiliate”), collectively “the Parties.”
Affiliate is in a position to refer potential clients/customers to Company.
Upon the Effective Date (written approval of Affiliate’s application) of this Agreement, Affiliate may, from time to time, refer potential clients/customers to Company. Company will pay Affiliate a fee for these referrals.
Company shall pay Affiliate 20% for each successful referral, where a successful referral is defined as a referral that becomes a client/customer of Company. Company shall not pay Affiliate for each unsuccessful referral, where an unsuccessful referral is defined as a valid referral candidate that does not become a client/customer of Company through no fault of Affiliate or Company; and a valid referral candidate is a potential client/customer that meets the specifications stated in Section 1 above. Company shall pay Affiliate within fifty (50) days of a completed referral, where a completed referral will be the engagement of the new client/customer or definitive action that the referral will not become a new client/customer.
This Agreement shall commence upon the Effective Date, as stated above, and will continue until written termination.
During the course of this Agreement, it may be necessary for Company to share proprietary information, including trade secrets, industry knowledge, and other confidential information, to Affiliate in order for Affiliate to seek out potential referrals. Affiliate will not share any of this proprietary information at any time. Affiliate also will not use any of this proprietary information for his/her personal benefit at any time. This section remains in full force and effect even after termination of the Agreement by it’s natural termination or the early termination by either party.
Affiliate will not utilize any paid advertising mediums, including pay-per-click, network display banners, or comparison shopping engines, without submitting a written marketing plan to Company and obtaining Company’s written approval.
This Agreement may be terminated at any time by either Party. Upon termination, Company shall pay Affiliate all compensation due and owing for referrals made prior to the date of termination, but not yet paid.
Representations and Warranties
Both Parties represent that they are fully authorized to enter into this Agreement. The performance and obligations of either Party will not violate or infringe upon the rights of any third-party or violate any other agreement between the Parties, individually, and any other person, organization, or business or any law or governmental regulation.
The Parties each agree to indemnify and hold harmless the other Party, its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from the negligence of or breach of this Agreement by the indemnifying party, its respective successors and assigns that occurs in connection with this Agreement. This section remains in full force and effect even after termination of the Agreement by its natural termination or the early termination by either party.
Limitation of Liability
Under no circumstances shall either Party be liable to the other Party or any third party for any damages resulting from any part of this Agreement such as, but not limited to, loss of revenue or anticipated profit or lost business, costs of delay or failure of delivery, which are not related to or the direct result of a Party’s negligence or breach.
In the event any provision of this Agreement is deemed invalid or unenforceable, in whole or in part, that part shall be severed from the remainder of the Agreement and all other provisions should continue in full force and effect as valid and enforceable.
The failure by either party to exercise any right, power or privilege under the terms of this Agreement will not be construed as a waiver of any subsequent or further exercise of that right, power or privilege or the exercise of any other right, power or privilege.
In the event of a dispute resulting in legal action, the successful Party will be entitled to its legal fees, including, but not limited to its attorneys’ fees.
Legal and Binding Agreement
This Agreement is legal and binding between the Parties as stated above. The Parties each represent that they have the authority to enter into this Agreement.
Governing Law and Jurisdiction
The Parties agree that this Agreement shall be governed by Dutch law.
The Parties acknowledge and agree that this Agreement represents the entire agreement between the Parties. In the event that the Parties desire to change, add, or otherwise modify any terms, they shall do so in writing to be signed by both parties.
Changes To Our Referral Agreement
We may update or amend this Referral Agreement from time to time, to comply with the law or to meet our changing business requirements. When we update our Referral Agreement, we will take appropriate measures to inform you, consistent with the significance of the changes we make. Any updates or amendments will be posted on the Website. By continuing to use the Referral Agreement your access and use will be subject to these updates and amendments.