REFERRENTUAL PARTNER PROGRAM AGREEMENT BY SCROLLING TO THE BOTTOM OF THIS REFERRAL AGREEMENT AND CLICKING THE “I ACCEPT” BUTTON, YOU: (1) AGREE TO BE BOUND BY THIS REFERRAL AGREEMENT; and (2) REPRESENT THAT YOU HAVE READ AND UNDERSTAND THIS REFERRAL AGREEMENT. YOU MUST ACCEPT THIS REFERRAL AGREEMENT BEFORE YOU CAN PARTICIPATE IN THE IDEA-OLOGY GROUP REFERRENTUAL PARTNER PROGRAM. YOU MAY ALSO DOWNLOAD THIS AGREEMENT AND SIGN IT AND EMAIL THE SIGNED VERSION BACK TO IDEA-OLOGY GROUP.
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(a) Referred Customer. A “Referred Customer” means an entity who meets the following conditions: (1) the contact information for the potential customer whose information you submit (“Potential Customer”), and all other information you are required to submit relating to such Potential Customer (“Lead Information”), is accurately provided to Idea-‐ology Group with the express prior consent of the Potential Customer ; and
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(2) as of the date of your submission, the Potential Customer has not previously been contacted by Idea-‐ology Group , its Affiliates or any other agent, reseller, or vendor who sells the Referenced Products (“Strategic Business Alliance Partners ”), or entered into Idea-‐ology Group ’s lead database regarding the sales opportunity you submit to the Referral Program Website, and no one has previously submitted the marketing opportunity you submit on the Referral Program Website. (b) Exclusions. The following exclusions apply: 1.
You may not submit Lead Information for a Potential Customer on the same transaction where you earn (or one of your affiliates earns) SPA (Solution Provider Agreement) discounts or CRM software advisor fees.
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Idea-‐ology Group reserves the right to terminate this Referral Agreement if it suspects that you do not have the Potential Customer’s consent for disclosing their Lead Information, or that you are gaming, including, but not limited to, submission of low quality leads or unusually high volumes.
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The Referenced Products and Services must be from the Referrentual Products and Services Catalogue:
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If you are a Idea-‐ology Group employee or a direct or extended family member of a Idea-‐ology Group employee, you may not participate in the Referral Program unless prior approval is obtained by Idea-‐ology Group and you agree to additional accountability guidelines and agreement.
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Lead Information from ineligible countries (embargoed countries and countries where the applicable Referenced Product line is not made available by Idea-‐ology Group or
it’s Strategic Business Alliances, per the Idea-‐ology Group Referrentual Partner program will not be accepted. 6.
Idea-‐ology Group reserves the right to cancel or disqualify you or any Referred Customer from the Referral Program for any reason, in which case Idea-‐ology Group will not use the Lead Information you provide.
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Lead Information is eligible to earn referral fees for a period of one year after you receive notice that your lead referral has been accepted by Idea-‐ology Group . If a Potential Customer makes an initial purchase after this time, it will not result in payment of a Referral Fee.
(c) Referral Fee. 1) When your lead referral has been accepted by Idea-‐ology Group ,
you will be entitled to a fee from Idea-‐ology Group in the amount of 5% of any revenue received by Idea-‐ology Group and its Affiliates on the sale to a Referred Customer for up to 3 year customer term from the initial Contract of the Referred Customer. 2) The calculation of the revenue received will be based on the net revenue invoiced by Idea-‐ology group for the eligible products as detailed in our Referrentual Catalogue of products and services. 3) In the event of multiple complete and conforming submissions for the same opportunity from different referring entities, the first lead submitted will be the one eligible for a Referral Fee. 4) No referral fee is payable on any renewal of a service plan or for sales transacted under the Services Provider License Agreement (SPLA) or the OEM channel. 5) Neither revenue used to calculate referral fees, nor referral fees themselves are eligible towards any other Referrentual channel programs, incentives, or recognition programs unless specifically
noted by Idea-‐ology Group. You acknowledge and agree that Idea-‐ology Group may provide Lead Information to Strategic Business Alliance Partners, but has no control over the sales and marketing process with respect to such Lead Information, or when or if a customer will place an order. You hereby waive any liability to Idea-‐ology Group relating to its (or the Strategic Business Alliance Partners s) sales efforts and for how many (if any) orders are placed based on Lead Information you provide. .
(d) Payment Terms. Idea-‐ology Group will pay you within 60 days after the initial order has been placed, and provided there has been no return or order cancellation during that period. Payment will be subject to all applicable governmental regulations and rulings, including the withholding of any taxes that may be required by law. Idea-‐ology Group is under no obligation to pay any Referral Fees if Company is not in compliance with its obligations under this Referral Agreement and current in all Company's payment obligations to Idea-‐ology Group and its Affiliates. Unless prohibited by local law, Idea-‐ ology Group may, in its sole but reasonable discretion, withhold or reduce Referral Fees to satisfy any such outstanding payment obligations or if Company fails to satisfactorily perform any of the requirements under this Referral Agreement.
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(e) Lead Information. You hereby provide consent for Idea-‐ology Group to use and share with its Affiliates and Strategic Business Alliance Partners s the Lead Information.
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(f) Referral Customer Consent. You hereby represent and warrant that: (1) You disclosed to the Potential Customer that you may receive a fee from Idea-‐ology Group for providing this referral.
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(2) You have obtained express prior consent from the Potential Customer whose Lead Information you submit to: (a) provide the Lead Information to Idea-‐ology Group , its Affiliates and Strategic Business Alliance Partners; (b) permit Idea-‐ology Group , its Affiliates, and Strategic Business Alliance Partners to contact such Potential Customer for the purpose of informing them about Idea-‐ ology Group Referrentual Catalogued products and services.
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(3) You have complied with all local data privacy laws in obtaining and providing the Lead Information to Idea-‐ ology Group .
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(g) Your Information. You hereby provide consent for Idea-‐ology Group to disclose you and/or your company as the origin of this referral, and to provide your contact information to the Potential Customer, or to an Affiliate or Strategic Business Alliance Partners.
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(h) Course of Conduct and Cooperation. You have not acted and will not act in a manner that puts your interests in the referral fee ahead of the customer's best interests. You acknowledge that the referral fee is not intended to pay you for doing so. Upon request, you will reasonably cooperate with Idea-‐ology Group in the marketing of the Products and Services available in Referrentual Program Catalogue to the Referred Customer. You will not make or authorize any proposal, quotation, representation, warranty, term, condition or other provision relating to any product or service that has not been approved or otherwise authorized by Idea-‐ology Group in writing. You will be solely responsible for all costs and expenses of any nature incurred in connection with this Referral Agreement.
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(i) Lead Distribution. Idea-‐ology Group retains the full right to distribute leads to RPP Partners and in the manner it deems
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(j) Access to Referrentual Partner Portal. Idea-‐ology Group reserves the right, in its sole discretion, to restrict access to Referrentual Partner Portal in whole or in part. In the event of such a restriction, Idea-‐ology Group will make reasonable commercial efforts to provide the equivalent essential functionality. Any notices via Referrentual Partner Portal in this Referral Agreement would then be notices via email or mail.
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(k) RPP. To the extent applicable to this Referral Agreement, the terms and conditions set forth in the Idea-‐ology Group Partner Network Agreement in place between the parties including all sections and subsections, are hereby incorporated into this Referral Agreement by this reference.
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(l) Term. This Referral Agreement will remain in effect until the earlier of (1) termination or expiration of your RPP Agreement or (2) 12 to 24 consecutive months without any Lead Information submissions at the discretion of Idea-‐ology Group.
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(m) Referral Program. Idea-‐ology Group reserves the right to change any aspect of the referral program upon 30 days’ notice. Idea-‐ology Group reserves the right to end the referral program, and thus terminate this Referral Agreement, without cause, at any time upon 90 days’ notice. Referrals in process as of the effective date of such changes will be paid using the method in effect when the Lead Information was accepted.
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(n) Independent Contractor Status. You agree, that in accepting the terms of this agreement, your voluntary involvement in the Referrentual Partner Program does in no way make you an employee of Idea-‐ology Group. Your status will that of an Independent Contractor as delineated by current IRS guidelines.
And as per those IRS guidelines you will be responsible for all tax obligations associated with Federal Tax Code as a 1099 contractor. You agree that in no way will you be considered an official representative of Idea-‐ology Group nor our Strategic Business Alliance Partners. The relationship of Idea-‐ology Group and Referrer shall be and shall at all times remain that of independent contractors and not that of employer and employee, franchisor and franchisee, joint ventures or partners. This Agreement does not establish either party as the other party’s agent or representative for any purpose. Neither party shall have any authority of any kind to bind the other party in any respect whatsoever. Without limiting the generality of the preceding sentence, neither party is authorized to accept orders or to enter into contracts or any obligation in the other party’s name, or to transact any business on behalf of the other party. (o) Compliance with Laws. Each party agrees to comply with all applicable laws and regulations with respect to its activities hereunder, including, but not limited to, any export laws and regulations of the United States.
This Referral Agreement (the “Agreement”) is entered into as of _____________, 201_ (“Effective Date”), by and between Idea-‐ology Group Ltd., (“Idea-‐ology Group Ltd”); and _____________________________, with its principle location at _________________________________ (“Referrer”).
_________________________________ ___________,201_ Referrentual Partner Signature
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