TO REGISTER AS A REFERRAL PARTNER (A “PARTNER”) FOR RIDEKLEEN, LLC (“RIDEKLEEN”) PRODUCTS, YOU MUST ACCEPT AND AGREE TO BE BOUND BY THIS RIDEKLEEN REFERRAL AGREEMENT (THIS “AGREEMENT”). PLEASE READ THIS AGREEMENT CAREFULLY AS THEY GOVERN YOUR RELATIONSHIP WITH RIDEKLEEN AS A REFERRAL PARTNER. BY REGISTERING AS A REFERRAL PARTNER, YOU CONSENT TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT OR CANNOT AGREE TO THIS AGREEMENT, THEN DO NOT ACCEPT THIS AGREEMENT OR REGISTER AS A REFERRAL PARTNER WITH RIDEKLEEN. IF YOU ARE ACCEPTING THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THIS AGREEMENT, AND IN SUCH CASE THE TERMS “PARTNER,” “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. THE TERM “PARTY” MEANS EITHER YOU OR RIDEKLEEN, AND THE TERM “PARTIES” MEANS BOTH PARTNER AND RIDEKLEEN TOGETHER.
1.0 SCOPE OF AGREEMENT.
1.1 This Agreement sets forth the terms and conditions pursuant to which Partner will participate in RIDEKLEEN’s Referral Partner Program through which Partner may, but is not obligated to, refer third parties (each a “Lead”) to RIDEKLEEN for purposes of acquiring RIDEKLEEN sanitization products and/or services (collectively the “Products”). Partner will be compensated for purchases by Leads as set forth herein. Partner shall have two referral methods: i) Partner may refer Leads by utilizing a custom code (the “Partner Code”) that the Leads shall input during checkout at RideKleen’s online store (the “Site”); and ii) Parter may refer Leads by having such Leads access the Site using a custom hyperlink provided to Partner from RideKleen.
2.0 APPOINTMENT AND AUTHORITY.
2.1 Non-exclusive Appointment. RIDEKLEEN hereby appoints Partner, and Partner hereby accepts such appointment, as RIDEKLEEN’s non-exclusive referral representative under the terms and conditions set forth herein. In such capacity, Partner will have the right to promote and discuss with Leads those Products authorized in advance by RIDEKLEEN in writing. RIDEKLEEN will have the right to update such authorized Products upon written notice to Partner.
2.2 Description of Authority. Partner’s authority under this Agreement shall be limited to: (a) providing Leads to RIDEKLEEN for the purpose of RIDEKLEEN soliciting orders for the Products, (b) providing descriptions and information about the Products to potential Leads in accordance with the provisions of this Agreement, (c) marketing the Products, if applicable, in accordance with Section 3.0, and (d) performing the tasks listed in Section 4.0 or such other tasks as the parties shall mutually agree upon. Partner shall not have the authority to make any commitments or agreements or to incur any liabilities whatsoever on behalf of RIDEKLEEN, nor shall RIDEKLEEN be liable for any acts, omissions to act, contracts, commitments, promises, or representations made by Partner.
2.3 Collateral. In conjunction with referring Leads to RIDEKLEEN, Partner shall have the authority to provide such Leads with a high-level product description, sales and marketing brochures, and other collateral material supplied to Partner by RIDEKLEEN or specifically approved by RIDEKLEEN in writing (“Collateral”). Partner shall have no right to make any changes, additions, or other modifications to such Collateral.
3.0 MARKETING OF Products.
Subject to the terms and conditions of this Agreement, RIDEKLEEN hereby grants to Partner a nonexclusive, nonsublicensable, nontransferable, revocable, royalty-free, limited license the Collateral solely to market the Products to potential Leads. Partner shall not use the Collateral except as explicitly provided in this Agreement. Without limiting the foregoing, Partner shall not directly or indirectly use or otherwise exploit the RIDEKLEEN Products under this Agreement for its own general internal use or for commercial exploitation. Partner shall get prior written approval from RIDEKLEEN before utilizing the collateral for marketing and RIDEKLEEN shall have final approval over any materials that utilize the collateral in conjunction with Partner’s marketing of its own products and services.
4.0 OBLIGATIONS OF REPRESENTATIVE.
4.1. Referral Method. Partner shall use only the two referral methods outlined in Section 1.1 above to refer Leads to RIDEKLEEN.
4.2 Exclusivity; Non-Compete. Partner shall not enter into any other agreement, formal arrangement, or informal arrangement with any other person or entity that provides products or services that are the same or similar to those offered by RIDEKLEEN. Additionally, Partner shall not for its own benefit develop any products or services similar to those Products offered by RIDEKLEEN.
4.3 No Guarantees. Partner shall not make representations or guarantees concerning Products or accept the return of or make any allowance for such Products.
4.4 Compliance with Policies. Partner shall abide by the applicable policies and procedures of RIDEKLEEN as in effect from time to time and as communicated to Partner.
4.5 Further Assistance. Partner shall furnish such other assistance as RIDEKLEEN may from time to time reasonably request.
5.0 OBLIGATIONS OF RIDEKLEEN
5.1 Marketing Information. From time to time RIDEKLEEN shall supply Partner with the Collateral to enable Partner to perform its duties and obligations under this Agreement.
5.2 Demonstration. At a time and location mutually agreed upon by the parties, RIDEKLEEN shall provide a demonstration of the Products to Partner personnel.
5.3 Acceptance. All referrals will be validated by RIDEKLEEN. RIDEKLEEN may, in its sole discretion, either accept or decline any Lead submitted by Partner. If accepted, a Lead is deemed a “Qualifying Lead” for purposes of this Agreement.
6.0 TERMS OF SALE.
RIDEKLEEN shall determine the terms and conditions (including pricing) pursuant to which it shall offer the Products to Qualifying Leads, provided, however, that such Products shall be provided pursuant to RIDEKLEEN’s standard agreement for such Products (a copy of which will be delivered to Partner upon request), including the then-current standard End User Terms available at www.ridekleen.com/referral-terms together with any changes thereto as may be agreed to by RIDEKLEEN and such Qualifying Leads (collectively, the “Purchase Agreement”). Partner shall not negotiate or offer to negotiate any terms of the Purchase Agreement on behalf of RIDEKLEEN.
7.0 PAYMENT TERMS.
7.1 Referral Fee. Subject to the terms and conditions of this Agreement, for each Qualifying Lead that purchases Products from RIDEKLEEN on this Site, RIDEKLEEN shall pay a referral fee (“Referral Fee”) according to the following schedule:
• Revenue Share of 2.5% to the Referral Partner
7.2 Referral Fee Composition. This Referral Fee is based upon the purchase price of the Products received by RIDEKLEEN from a Lead either entering in the Partner’s Referral Code and/or using Partner’s customer link to the Site (in either case, the “Referral Fee”). Partner will receive no consideration for any services, support, or other fees collected by RIDEKLEEN.
7.3 Payment Terms. Within thirty (30) days following RIDEKLEEN’s actual receipt of the related Product fees from each Qualifying Lead, RIDEKLEEN shall pay to Partner the Referral Fees earned by Partner pursuant to this Section 7.0. All Referral Fees shall be paid in US Dollars.
7.4 Exceptions. No Referral Fees shall be paid (a) ifor any Lead that is a then-current customer or was previously a customer of RIDEKLEEN or its affiliates, distributors, or resellers, (b) for any Lead with whom RIDEKLEEN or its affiliates, distributors, or resellers had substantive contact prior to Partner’s submission of a Referral Form for such Lead, or (c) for the provision of any services or products other than the Products.
7.5 Payment upon Termination. Subject to this Section 7.0, following termination of this Agreement, RIDEKLEEN shall pay Partner the Referral Fees for any Qualifying Leads earned on or before the effective date of termination. Except as provided in this Section 7.4, RIDEKLEEN shall have no obligation to pay Referral Fees to Partner after the effective date of termination.
7.6 Expenses. Partner shall be responsible for all expenses incurred by it in connection with the implementation and performance of its duties and obligations under this Agreement, including, but not limited to: expenses incurred in fulfilling its duties and responsibilities as provided in Section 4.0; compensation, bonuses, and benefits, if any, for its personnel; costs and expenses associated with establishing and maintaining its sales organization and offices; advertising, Product demonstration, travel expenses, and promotion expenses; and any and all taxes, fees, duties, tariffs, or charges which may be imposed on Partner under applicable law.
7.7 Multiple Referrals. In the event that two or more authorized representatives of RIDEKLEEN, for any reason whatsoever, claim a Referral Fee for the same Qualifying Lead, RIDEKLEEN reserves the right to award the Referral Fee to one of the representatives or to divide the Referral Fee among the representatives in such proportions as RIDEKLEEN shall determine to be equitable, and its decision to do so and the manner in which it does shall be final and binding on all parties involved. In no case shall the total amount of Referral Fees paid with regard to any such Qualifying Lead exceed the maximum Referral Fee that could be earned if only one representative were responsible for the Qualifying Lead.
8.0 TRADEMARKS; MATERIALS.
Subject to the terms and conditions in the Agreement, RIDEKLEEN hereby grants, and Partner hereby accepts, a non-exclusive, non-transferable, non-sublicenseable, non-assignable, royalty-free license to use any name, logo, tagline, or other designation displayed on any display screen within the Materials (“RIDEKLEEN Marks”) solely for purposes of marketing the Products to Leads as further described herein; provided, however, that Partner shall provide RIDEKLEEN with samples of each use of RIDEKLEEN Marks prior to such use and shall refrain from all uses that RIDEKLEEN informs Partner are detrimental to RIDEKLEEN’s investment in such RIDEKLEEN Marks. Products and Collateral (including all components, subsequent versions, modifications, corrections, and enhancements thereof made available by RIDEKLEEN hereunder) are deemed “Materials” as defined in the Agreement.
9.0 OWNERSHIP; PUBLICITY.
As between the parties, subject to any license expressly granted by RIDEKLEEN under this Agreement or an Addendum, RIDEKLEEN and its suppliers will retain all right, title, and interest in and to the RIDEKLEEN Marks, RIDEKLEEN Confidential Information (defined below), and the Materials, including all modifications to or derivative works of the foregoing and all intellectual property and proprietary rights incorporated into or related to the foregoing (collectively, “RIDEKLEEN IP”). All rights not expressly licensed by RIDEKLEEN under this Agreement are reserved. Partner will not directly or indirectly obtain or attempt to obtain at any time any right, title, or interest by registration or otherwise in or to the RIDEKLEEN Marks. Partner acknowledges that the goodwill associated with the RIDEKLEEN Marks belongs exclusively to RIDEKLEEN and, upon request, Partner will modify or cease its use of any RIDEKLEEN Marks. Partner will not take any action inconsistent with the terms and conditions of this Agreement. To the extent that Partner obtains any ownership interest in or to any derivative work or modification to the Materials, Partner hereby assigns to RIDEKLEEN all right, title, and interest in and to such derivative works and/or modifications.
Partner hereby grants to RIDEKLEEN a license to include Partner’s trademarks and service marks on that portion of RIDEKLEEN’s website that references its partners. RIDEKLEEN is under no obligation to include or maintain the display of any such marks. RIDEKLEEN may issue press releases from time to time pertaining to the relationship created by the parties hereunder and/or a particular End User. All content pertaining to such press releases is subject to Partner’s review and approval, not to be unreasonably withheld.
10.0 DISCLAIMER OF WARRANTIES.
Any warranties regarding the Materials are made only to End Users who acquire trial licenses or subscription licenses pursuant to the terms and conditions of the End User Terms, and no such warranty is extended to Partner. WITH THE EXCEPTION OF ANY EXPRESS WARRANTIES OFFERED BY RIDEKLEEN UNDER THIS AGREEMENT OR A SPECIFIC ADDENDUM, ALL OTHER WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, ACCURACY, NON-INFRINGEMENT, TITLE, MERCHANTABILITY, AND THOSE THAT MAY ARISE FROM ANY COURSE OF DEALING OR PERFORMANCE, ARE HEREBY DISCLAIMED.
11.0 LIMITATIONS ON LIABILITY.
EXCEPT WITH RESPECT TO BREACHES OF SECTION 8.0 OR RIDEKLEEN’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 6.0 ABOVE, IN NO EVENT SHALL RIDEKLEEN BE LIABLE TO PARTNER, END USERS, OR TO ANY THIRD PARTY, WHETHER UNDER THEORY OF CONTRACT, TORT, OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR SPECIAL DAMAGES (INCLUDING ANY DAMAGE TO BUSINESS REPUTATION, LOST PROFITS, OR LOST DATA), WHETHER FORESEEABLE OR NOT AND WHETHER OR NOT RIDEKLEEN IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. RIDEKLEEN AGGREGATE CUMULATIVE LIABILITY TO PARTNER, END USERS, AND THIRD PARTIES IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED, REGARDLESS OF WHETHER UNDER THEORY OF CONTRACT, TORT, OR OTHERWISE, THE GREATER OF $10,000.00 OR THE FEES ACTUALLY PAID BY RIDEKLEEN TO PARTNER UNDER THE PARTICULAR ADDENDUM TO WHICH SUCH LIABILITY PERTAINS.
The terms of this Section 13.0 shall supersede any separate confidentiality or non-disclosure agreement between the parties.
12.1 Definition. “Confidential Information” means, with respect to a party (the “Disclosing Party”), information that pertains to such party’s business, including, without limitation product roadmaps, performance results, and technical, marketing, financial, employee, planning, pricing, and other confidential or proprietary information. Confidential Information will be designated and/or marked as confidential when disclosed, provided that any information that the party receiving such information (the “Receiving Party”) knew or should have known, under the circumstances, was considered confidential or proprietary by the Disclosing Party will be considered Confidential Information of the Disclosing Party, even if not designated or marked as such.
12.2 Protection. The Receiving Party shall preserve the confidentiality of the Disclosing Party’s Confidential Information and treat such Confidential Information with at least a reasonable standard of care. The Receiving Party will use the Confidential Information of the Disclosing Party only to exercise rights and perform obligations under this Agreement or any Addenda. Confidential Information of the Disclosing Party will be disclosed only to those employees and contractors of the Receiving Party with a need to know such information.
12.3 Exclusions. The receiving party shall not be liable to the Disclosing Party for the release of Confidential Information if such information:
- was known to the Receiving Party on or before Effective Date without restriction as to use or disclosure;
- was in the public domain on or before the Effective Date;
- came into the public domain after the Effective Date through no fault of the Receiving Party;
- was independently developed solely by the employees of the Receiving Party who have not had access to Confidential Information; or
- is divulged pursuant to any legal proceeding or as otherwise required by law, subject to the receiving party giving all reasonable prior notice to the Disclosing Party to allow it to seek protective or other court orders and provided that the Receiving Party uses best efforts to make such disclosure under conditions of confidentiality.
This Agreement shall commence on the Agreement Effective Date and shall remain in effect until terminated by either party in writing. Termination of the Agreement for any reason shall not affect obligations that have accrued as of the date of termination.
14.0 RIGHTS TO MODIFY AGREEMENT.
RIDEKLEEN reserves the right to change the terms and conditions of this program at any time, at its sole discretion. RIDEKLEEN may terminate this program at any time by posting notification at URL. RIDEKLEEN may remove a Partner from the program at any time, at its sole discretion.
15.0 EFFECT OF AGREEMENT.
Except as expressly provided in this Agreement, all terms and conditions of the Agreement shall remain in full force and effect and nothing in this Agreement shall be deemed to waive or modify any of the provisions of the Agreement. In the event of any express conflict between the Agreement and this Agreement, the Agreement shall govern. This Agreement may be amended only by a written document signed by both parties.