This Referral Agreement (this “Agreement”) is entered into as of the date you accept (either via an online process or in writing), between Return Logic Inc. a Delaware corporation, with a primary place of business at 395 Saint Johns Church Road, Camp Hill, PA 17011 (“Return Logic”), and you (“Contractor”, or “Company”). Intending to be legally bound, the parties agree as follows:
WHEREAS, Return Logic provides a Software as a Service returns management and analytics platform, and
WHEREAS, Contractor, having extensive experience, business relationships, and network contacts within its industry stands in a position to act as a Return Logic Referral Contractor.
WHEREAS, Return Logic seeks additional customers, and Contractor seeks an additional source of revenue, Contractor and Return Logic have agreed to form a referral relationship according to the terms herein.
1.1 “Actively Participate” shall mean Contractor’s active engagement in the introduction of a Lead to Return Logic through an in-person introduction; a telephone introduction; or through a joint sales call (email introductions shall not qualify), and will include Contractor’s continued support of Return Logic through the sales process.
1.2. “Commissionable Lead” shall mean a Lead for which Contractor is eligible under Section 3.1.2 herein to be paid a commission because said Lead has become a customer of Return Logic by executing a Return Logic Platform and Services Agreement for use of the Return Logic Platform.
1.3. “Confidential Information” has the meaning set forth in Section 7.1 of this Referral Agreement
1.4. “Connection” means the software code developed by Return Logic that enables a connection to one instance of an application, database or file format.
1.5. “Intellectual Property” means all Return Logic Technology patents, applications for patents, copyrights, moral rights, author’s rights, rights of publicity, mask works, Trade Secrets, know-how, contract rights, licensing rights and/or any other intellectual or proprietary rights recognized by any jurisdiction, whether now existing or hereafter arising. Intellectual Property also includes corporate names, trade names, trademarks, service marks or other proprietary designations.
1.6. “Lead” shall mean a potential or prospective customer identified by Contractor.
1.7. “Marks” shall mean the service marks, trade marks, trade names, logos, and trade dress of a Party.
1.8. “Notification Date” shall mean the date that Return Logic notifies Contractor that it has accepted Contractor’s Lead as a Commissionable Lead pursuant to Section 3.2.3.
1.9. “Party” or “Parties” shall mean Return Logic and/or Contractor.
1.10. “Person” means a partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture or other entity.
1.11. “Return Logic Lead Form” or “CLF” shall mean a standard form generated by Return Logic (available online via Return Logic’s Contractor Relationship Management System) to be used by Contractor to identify a referred Lead for purposes of qualifying the Lead as a Commissionable Lead (a sample of which is attached hereto as Exhibit “A”).
1.12. “Return Logic Platform” means the online software development platform that is hosted by, proprietary to and branded by Return Logic, that is accessed by Contractor or Customers via http://www.Return Logic.me or another designated website or IP address, or ancillary online or offline products and the Return Logic Platform provided to you by Return Logic, included as a part of the Return Logic Technology.
1.13. “Return Logic Technology” means, without limitation, all of Return Logic’s proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs, and other tangible or intangible technical material or information) and services made available to Contractor or Customers by Return Logic, including the Return Logic Platform.
1.14. “Service” shall mean the on-line integration platform known as the Return Logic Platform, similar or successor products, which Return Logic licenses to Customers.
1.15. “Territory” shall mean the industry and/or geography from which Contractor refers Return Logic Leads, and which shall be determined in Return Logic’s sole discretion.
The initial term of this Referral Agreement will be one (1) year from the Effective Date. This Referral Agreement shall automatically renew for successive periods of one (1) year unless until terminated pursuant to Section 12 hereof.
3.1. Contractor’s Identification and Referral of Leads.
3.1.1. Contractor agrees to use commercially reasonable efforts to refer Leads to Return Logic whom, in Contractor’s sole opinion, Contractor identifies as potential customers for Return Logic.
3.1.2. Contractor acknowledges and agrees that in order for a Lead to qualify as a Commissionable Lead, the following must have occurred:
(i) Contractor must have Actively Participated in the introduction of the Lead to a Return Logic sales contact; and (ii) Contractor must have timely documented the introduction of the Lead on a CLF and must have submitted the completed CLF to Return Logic for review; and (iii) Return Logic must have reviewed Contractor’s CLF and accepted the Lead as commissionable (i.e., not rejected the Lead for any of the reasons stated in Section 3.1.3. below, or otherwise); and (iv) Contractor must have continued to Actively Participate in supporting Return Logic in the sales process with said Lead.
3.1.3. Contractor acknowledges and agrees that no commission will be paid to Contractor by Return Logic for the referral of a Lead:
(i) that was an existing customer (or affiliate of an existing customer) of Return Logic’s at the time of the referral; or (ii) with whom Return Logic was already involved in preliminary or advanced discussions relating toward a sale to Lead (as of the date of the CLF); or (iii) for whom a CLF (or similar document) has previously been submitted to Return Logic by Contractor or any other third party; or (iv) that led to a sale more than ninety 90 days after the Notification Date; unless extended in writing by Return Logic; or (v) for whom Contractor did not Actively Participate in the development and/or solicitation of the Lead.
3.1.4. Contractor acknowledges and agrees that it shall be solely responsible for and shall bear all costs associated with Contractor’s development of any Leads for referral to Return Logic.
3.2. Return Logic’s Obligations Upon Lead Referral.
3.2.1. Return Logic hereby authorizes Contractor to refer Leads to Return Logic in exchange for the remuneration listed in Exhibit “B.”
3.2.2. Return Logic shall upon submission of a CLF from Contractor promptly review the CLF to determine whether to accept the Lead as commissionable under Section 3.1.2 above, or reject the Lead under Section 3.1.3. above, or other commercially reasonable reason as determined by Return Logic.
3.2.3. Return Logic will notify Contractor within thirty (30) business days of receipt of the CLF as to whether the Lead submitted by Contractor to Return Logic is commissionable.
3.2.4. Upon acceptance of a Lead as commissionable, Return Logic shall be solely responsible for all costs associated with the sale of a License to said Lead.
3.3 Mutual Obligations Re: Lead Development/Sale.
3.3.1. Each Party will cooperate with the other to develop and execute a strategy to best serve the needs of the Commissionable Lead, including how the Parties will work separately or together, if at all, regarding the Lead.
3.3.2. Each Party will, upon request of the other Party, provide the other with all non-confidential information it has regarding a Lead in order to assist the other Party in (i) verifying the eligibility of the Lead as commissionable; and/or (ii) successfully soliciting the Lead to purchase the Return Logic Platform.
3.3.3. Each Party will, upon request of the other Party, in its reasonable discretion, provide the other Party with information regarding its services and/or products. Such information shall include sales and marketing materials and informal training. Any training provided under this Section shall be conducted at mutually agreed times and places and shall be conducted in accordance with the training Party’s discretion.
4.1. Payment. For each Commissionable Lead referred by Contractor to Return Logic and subject to the requirements of Section 3 above, Return Logic will pay Contractor a one-time commission as determined by the schedule set forth in Exhibit “B”.
4.2. Payment Timing. Commissions under this Section 4 shall be due no later than the last day of the month following the month in which Return Logic receives the first payment of any License fees from a Commissionable Lead.
5.1.1. Return Logic hereby authorizes Contractor to include in its marketing or product distributions, marketing materials about Return Logic’s products, which Return Logic has prepared and provided to Contractor for this purpose. Contractor shall not alter, modify or otherwise change any material provided to it by Return Logic.
5.1.2. Contractor agrees to participate in joint marketing campaigns to promote use of Return Logic’s products. Such campaigns may include, but shall not be limited to: (1) prominent promotion on Contractor’s Website; (2) hyperlinking Websites; and/or (3) joint news releases.
5.1.3. Upon request, Contractor agrees to assist Return Logic in identifying and obtaining customer success stories for use by Return Logic in its marketing and public relations materials.
5.1.4. Contractor agrees to take all commercially reasonable steps to ensure that the goodwill and reputation of Return Logic is preserved and protected, and that Contractor will refrain from any conduct which will cast Return Logic in a negative light or otherwise damage its customer goodwill and reputation.
5.2. License Grant.
5.2.1. Subject to the terms and conditions in Exhibit “C”, and only for the duration of this Agreement, Return Logic grants Contractor a non-exclusive, limited, revocable license to use the Return Logic Platform for internal training and Lead demonstration purposes only.
For purposes of clarification, nothing in this Agreement authorizes Contractor to sublicense or otherwise distribute the Return Logic Platform or overall Return Logic Technology to any Person.
6.1. Return Logic will determine in its sole discretion whether a press release announcing the establishment of the
Parties’ relationship is warranted. Contractor agrees to reasonably cooperate with Return Logic as necessary to effectuate any such press release.
6.2. Return Logic shall have sole authority to approve any and all press releases, announcements, marketing materials mentioning Return Logic. Contractor shall have sole authority to approve the use of its name in any marketing or other materials submitted to any public source. Neither Party shall unreasonably withhold its approval.
7.1. Disclosure and Protection. From time to time either Party may disclose (the “Disclosing Party”) or make available to the other Party (the “Receiving Party”), whether orally or in physical form, confidential or proprietary information concerning the Disclosing Party and/or its business, vendors, products or services in connection with this Referral Agreement (collectively “Confidential Information”). Examples of Confidential Information include, but are not limited to, a Party’s customer lists, pricing policies, market analyses, market projections, consulting and sales methods and techniques, expansion plans, personnel information, financial information, programs, program decks, routines, subroutines, operating systems, object and source codes, and any other information which is information either identified as being confidential information or which is information that a reasonable business person would understand to be confidential information. Each Party agrees that during the term of this Agreement and thereafter: (i) it will use Confidential Information belonging to the Disclosing Party solely for the purpose(s) of fulfilling its obligations under this Agreement; and (ii) it will take all reasonable precautions to ensure that it does not disclose Confidential Information belonging to the Disclosing Party to any third party (other than the Receiving Party’s employees and/or professional advisors on a need-to-know basis who are bound by obligations of nondisclosure and limited use at least as stringent as those contained herein) without first obtaining the Disclosing Party’s written consent. Upon request by the Disclosing Party, the Receiving Party will return all copies of any Confidential Information to the Disclosing Party. The Receiving Party hereby agrees that it shall be responsible for any breach of this Section by its employees, representatives, and agents.
7.2 Exceptions. Information shall not be deemed to be Confidential Information, and a Party shall have no obligation with respect to any such information, which:
iii. is approved for release by written authorization of an officer of either Party; or
7.3. Government Request/Subpoena. Nothing contained in the above exceptions shall permit Contractor to disclose
Confidential Information pursuant to the requirements of a governmental agency or operation of law unless and until notice of such disclosure has been given to Return Logic prior to disclosure and Contractor has used reasonable efforts to receive confidential or protected status for the Confidential Information.
7.4 Termination. Upon termination of this Referral Agreement by either Party for any reason, each Party shall, within twenty (20) days of a written request, return any and all tangible materials containing Confidential Information of the other Party. Following termination of this Referral Agreement, the Parties shall remain obligated not to use, reproduce, disclose or provide such items or information to third parties with the prior written permission of the other Party.
7.5 This Referral Agreement. Both Parties agree that the terms and conditions of this Referral Agreement shall be treated as Confidential Information.
Contractor acknowledges that Return Logic holds and retains all worldwide right, title and interest in and to its Marks and Return Logic’s Intellectual Property, and that all use of the Return Logic Marks and Return Logic Intellectual Property by Contractor will inure to the benefit of Return Logic. Further, Contractor will (i) not assert any ownership interests in or contest the validity of the Return Logic Marks; (ii) comply with written guidelines that Return Logic may provide to Contractor from time to time; (iii) not, at any time during the term of this Referral Agreement, register or cause to be registered the Return Logic Marks or any trademarks, marks or trade names confusingly similar to the Return Logic Marks; and (iv) not use the Return Logic Marks in any manner that is likely to cause confusion, mistake, or deception. Contractor will reproduce all copyright, trademark and other notices on any copies of the Return Logic Intellectual Property created or distributed by Contractor.
Subject to the terms and conditions of this Referral Agreement, each Party (“Mark Owner”) hereby grants the other Party (“Mark Licensee), a non-exclusive, nontransferable, royalty-free, worldwide license to use its Marks, solely during the term of this Referral Agreement as necessary to perform the marketing and promotional obligations described herein. Any use of the other Party’s Marks shall be subject to the Mark Owner’s right to review and approve or reject in advance each proposed use of the Mark, and shall conform with any trademark usage guidelines, polices, or requirements provided by the owner of the Mark. Any rights not expressly licensed herein are reserved by the Mark Owner, and all use by the Mark Licensee shall accrue to the benefit of the Mark Owner. The Mark Licensee will not take any action that would conflict with or be contrary to the Mark Owner’s rights and interest in its Marks. Nothing contained herein shall be deemed to grant either party any right, title or interest in or to the other’s Marks other than the license granted herein. As between the parties, Return Logic acknowledges that Contractor is the sole and exclusive owner of the Contractor Marks, and Contractor acknowledges that Return Logic is the sole and exclusive owner of its Marks. The non-exclusive, nontransferable, royalty-free licenses granted pursuant to this Section shall automatically terminate without the need for any further action upon termination of this Agreement for any reason.
Each Party acknowledges that this Referral Agreement does not create an exclusive agreement between the Parties. Each Party shall have the right to recommend similar products and services of third parties 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, Contractor agrees that once it establishes a Commissionable Lead with Return Logic, it will not refer a direct competitor of Return Logic to such Commissionable Lead.
Contractor acknowledges and agrees that Return Logic may change the terms and conditions of its Return Logic Contractor Referral Program at any time and in its sole discretion. The Parties agree that no such change shall affect Return Logic’s obligation to pay Contractor commissions for Leads provided to Return Logic prior to the effective date of any change. Contractor further acknowledges and agrees that Contractor’s continued participation in Return Logic’s Contractor Referral Program following the effective date of any change shall be deemed Contractor’s acceptance of such new term(s) and/or condition(s), and shall be binding on Contractor, provided that Return Logic has given Contractor written notice of such change.
12.1. In The Event of Breach. Either Party may terminate this Referral Agreement upon thirty (30) days written notice to the other Party in the event of a breach of any provision of this Referral Agreement by the other Party, provided that, during the thirty (30) day period, the breaching Party fails to cure such breach.
12.2. Bankruptcy. Either Party may terminate this Referral Agreement it the other Party becomes insolvent, makes any assignment for the benefit of creditors, goes to liquidation or has a receiver or trustee appointed for the benefit of creditors, whether voluntary or otherwise, or seeks the protection of, or has a proceeding instituted against it, under the bankruptcy code, or any similar statute.
12.3. Convenience. Either party may terminate this Referral Agreement upon giving thirty (30) days written notice to the other Party.
12.4. Effect on Commissions.
12.4.1. For Convenience: Any commissions earned and/or due to Contractor from Return Logic through and including the termination date shall be paid to Contractor in accordance with Section 4 of this Referral Agreement.
12.4.2. For Cause: In the event that Contractor has referred to Return Logic a Commissionable Lead prior to Return Logic’s termination of this Referral Agreement for breach or other cause, Return Logic shall pay Contractor in accordance with Section 4 of this Referral Agreement but only for Leads provided to Return Logic in the thirty (30) day period immediately preceding termination.
12.4.3. For Bankruptcy: Upon termination of this Referral Agreement by Return Logic in accordance with Section 13.2. of this Referral Agreement, Return Logic shall have no obligation to pay Contractor any commission as of the date of the termination.
The Parties mutually warrant that each is a corporation or other business entity duly organized, validly existing and in good standing under the laws of the State of its incorporation or domicile and has the full and unrestricted power and authority to execute and deliver the Referral Agreement and to carry out the transactions contemplated hereby. Contractor warrants that its agreement to this Referral Agreement and the performance of any work and delivery of any services will not conflict with or violate any commitment, agreement or understanding Contractor has or will have with any other person or entity and there is nothing that will prevent Contractor from performing its obligations under the terms and conditions imposed on it by the Referral Agreement. The Parties represent and warrant that the Referral Agreement has been duly authorized and constitutes a valid obligation, binding and enforceable in accordance with the terms hereof. Contractor further represents and warrants that: (i) Contractor’s access to and use of the Return Logic Technology shall comply in all respects with this Agreement; (ii) Contractor shall cause all services it provides to Customers to be delivered in a professional and workmanlike manner by personnel with appropriate training and qualifications, in accordance with best industry standards and with any requirements promulgated by Return Logic for business partners.
EXCEPT FOR THE WARRANTIES EXPRESSLY PROVIDED IN THIS AGREEMENT, THE PARTIES SPECIFICALLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE.
EXCEPT FOR (A) BREACHES OF SECTIONS 7 (CONFIDENTIALITY) AND 9 (TRADEMARK LICENSE), (B) MISAPPROPRIATION OR INFRINGEMENT OF RETURN LOGIC’S INTELLECTUAL PROPERTY, AND (C) PARTNER’S NEGLIGENCE, WILLFUL MISCONDUCT OR MISREPRESENTATION TO LEADS, NEITHER PARTY WILL 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. EXCEPT FOR (A) BREACHES OF SECTIONS 7 (CONFIDENTIALITY) AND 9 (TRADEMARK LICENSE), (B) MISAPPROPRIATION OR INFRINGEMENT OF RETURN LOGIC’S INTELLECTUAL PROPERTY, AND (C) PARTNER’S NEGLIGENCE, WILLFUL MISCONDUCT OR MISREPRESENTATION TO LEADS, IN NO EVENT WILL EITHER PARTY’S LIABILITY TO THE OTHER UNDER THIS AGREEMENT EXCEED THE PAYMENTS PAID BY RETURN LOGIC TO PARTNER DURING THE PRECEDING TWELVE MONTHS. THE PARTIES ACKNOWLEDGE AND AGREE THAT THIS SECTION IS AN ESSENTIAL ELEMENT OF THE AGREEMENT AND THAT IN ITS ABSENCE THE ECONOMIC TERMS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT. THIS SECTION IS SEVERABLE AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT.
RETURN LOGIC SHALL NOT BE LIABLE TO CONTRACTOR FOR ANY CLAIM BROUGHT MORE THAN ONE YEAR AFTER THE CAUSE OF ACTION FOR SUCH CLAIM FIRST AROSE.
16.1. Independent Contractor. This Referral Agreement does not create any joint venture, partnership, agency, or employment relationship between the Parties. Contractor and Return Logic are independent contractors with respect to one another under the terms of this Referral Agreement. Neither Party shall have the authority to legally bind the other Party to any contract, proposal, or commitment or to incur any debt or create any liability on behalf of the other.
16.2. Force Majeure. Neither Party shall be liable for any loss or delay resulting from any force majeure event, including, but not limited to, acts of God, fire, natural disaster, terrorism, labor stoppage, war or military hostilities, criminal acts of third parties, and any payment date or delivery of Service date shall be extended to the extent of any delay resulting from any force majeure event.
16.3. Notices. All notices and other communications required or permitted to be given to a Party pursuant to this Agreement shall be in writing, and shall be deemed duly given (i) on the date delivered if personally delivered, (ii) on the date sent by telecopier with automatic confirmation by the transmitting machine showing the proper number of pages were transmitted without error, (iii) on the business day after being sent by Federal Express or another recognized overnight courier service which utilizes a written form of receipt for next day or next business day delivery, or (iv) five (5) Business Days after mailing, if mailed by United States postage-prepaid certified or registered mail, return receipt requested, in each case addressed to the applicable Party at the address listed below:
If to Return Logic: 395 St Johns Church Rd, Camp Hill, PA 17011
If to Contractor, the address set forth in Return Logic’s records.
Any notice, consent, approval and other communication shall be deemed given, in the case of overnight courier service, on the next business day following its deposit with the courier, and, in the case of facsimile or e-mail, upon transmission if confirmed by courier as set forth above.
16.4. Assignment. This Referral Agreement shall inure to benefit and bind the Parties hereto, their successors and assigns, but neither Party may assign this Referral Agreement without written consent of the other, except such consent is not required to the successor of all or substantially all of the assignor’s business or assets.
16.5. Headings. The headings of the Sections of this Referral Agreement are intended for convenience only, and will not affect the intent, scope, or meaning of any provision of this Referral Agreement.
16.6. Governing Law. This Referral Agreement shall be governed in accordance with the laws of the Commonwealth of Pennsylvania and any controlling U.S. federal law.
16.7. Integration. This Referral Agreement (and any Exhibits hereto) represent the entire agreement of the Parties and supersedes all prior discussions and/or agreements between the Parties and is intended to be the final expression of their Referral Agreement. It shall not be modified or amended except in writing signed by both Parties. In the event of an express conflict between the terms of this Referral Agreement and the terms of any Exhibit, the verbiage of this Referral Agreement controls, except in the event of conflict between this Agreement and Exhibit “C”, Exhibit “C” shall control. If any provision is held by a court of competent jurisdiction to be contrary to law, such provision shall be limited or eliminated to the minimum extent necessary so that this Referral Agreement shall otherwise remain in full force and effect.