New Affiliate Agreement

Affiliate Agreement

Transaction Pro Affiliate Referral Agreement

THIS AGREEMENT is made between Right Labs LLC, a Minnesota Corporation having its principal place of business at 17645 Juniper Path, Suite 200, Lakeville, MN 55044 and the Applicant (hereinafter referred to as Referrer).

WHEREAS, Right Labs, LLC is in the business of providing software integration services (Transaction Pro); WHEREAS, Referrer desires to become a limited agent of Right Labs LLC to refer and forward potential customers of Transaction Pro; and WHEREAS, Right Labs, LLC desires to authorize and appoint Referrer to refer and forward potential customers to Right Labs, LLC for Transaction Pro Products and Services subject to the terms and conditions of this Agreement.

In consideration of the mutual promises and covenants contained in this Agreement, Right Labs, LLC and Referrer (“the Parties”) agree as follows:

1. Agency

1.1 The relationship between the Parties shall at all times be that of independent contractors. No employment, partnership, or joint venture relationship is formed by this Referral Agreement and at no time may the Referrer position itself as a representative of Right Labs, LLC except as an independent referrer or independent sales agent. In view of this independent relationship, the Referrer shall not enter into any agreements on behalf of Right Labs, LLC; shall make no warranty either expressed or implied on behalf of Right Labs, LLC; and shall not incur any expenses on behalf of Right Labs, LLC. Right Labs, LLC appoints Referrer as an authorized Referrer for purposes of forwarding and referring to Right Labs, LLC potential customers of its Transaction Pro Products. Such Referral authorization is limited to the geographic areas where Right Labs, LLC, has the ability to provide the Transaction Pro Products.

1.2 Referrer has no authority without the prior written consent of Right Labs, LLC to bind Right Labs, LLC to any contract, representation, understanding, act, or deed concerning Right Labs, LLC or any Service or Product offered by Right Labs, LLC that is outside the scope of this Agreement. Referrer shall make no representations or warranties concerning the Products, Services, or Referrer’s agency relationship with Right Labs, LLC unless such warranty or representation is authorized in writing by Right Labs, LLC. In addition, Referrer shall not make any representations or warranties concerning prices, terms or delivery, performance of the Products or Services, terms of payment, or conditions of sales except to the extent such representations are authorized in writing by Right Labs, LLC.

1.3 This referral agreement does not grant exclusive rights to the Referrer to act as referrer on behalf of Right Labs, LLC; and the Referrer shall have no rights under any other agreements entered into by Right Labs, LLC with other Referrers. Right Labs, LLC may appoint other Referrers and sales representatives for the Transaction Pro Products within any territory that Referrer does business.

1.4 This appointment shall not establish or be interpreted as establishing any joint venture, franchise, or other agency relationship beyond those functions and responsibilities as set forth in this Agreement.

2. Duties and Performance of Referrer

2.1 Throughout the term of this Agreement, Referrer shall use reasonable efforts to endorse and promote Transaction Pro Products and its Services (including at minimum linking its website to Transaction Pro’s commercial website), as well as to refer and forward potential customers (including but not limited to business acquaintances, customers, clients, and associates) of the Products of Transaction Pro. Referrer shall adhere to and comply with any prevailing practices and procedures that relate to the referral of customers for the use of Transaction Pro Products or Services.

2.2 Referrer agrees to meet, either in person or via telephone conference, at least once per calendar quarter to discuss potential business, as well as issues and support that Referrer may need to support development of Referrals.

2.3 Subject to and in addition to the conditions of Section 3 herein, Referrer shall be entitled to compensation hereunder only for those customers with whom Referrer has had direct personal contact and to whom Referrer has directly endorsed and recommended the Transaction Pro Products.

2.4 Referrer agrees that for each potential customer referred to Right Labs, LLC under this Agreement, the Referrer has the authority to make the referral on behalf of the potential customer and has no conflict of interest with the potential customer or with Right Labs, LLC in receipt of any referral payment. Referrer represents that neither it nor to its knowledge, any director, officer, shareholder, partner or member of it is an affiliate of Right Labs, LLC.

2.5 The terms and conditions of the Referral Agreement will be set aside if the Referrer is a party to an Employee Agreement or Employment Guidelines that preclude providing leads or referrals for a Lead Provider’s Fee or Referral Commission.

3. Eligibility to Receive Referral Fees

3.1 Applicant must register for Transaction Pro Affiliate Referral Program via PartnerStack referral management portal.

3.2 So long as this Agreement is in effect, Referrer may receive from Right Labs, LLC a referral fee for a customer referred by Referrer to Right Labs, LLC that purchases Transaction Pro Products within 6 months of being referred by Referrer. The referral fee shall be calculated based on the Affiliate level assigned to Referrer by Right Labs, LLC at the time of the referred customer’s purchase.

3.3 Referral fee will be calculated and received relative to initial payment of purchased plan.

3.4 Qualifying Transaction Pro Desktop Products are Importer Only and Importer/Exporter/Deleter PRO plans.

3.5 Qualifying Transaction Pro Online Products are Essentials, Growth, Premium plans. Excluded plans are Firm Essentials, Firm Growth, and Firm Premium.

4. Remuneration

4.1 Right Labs, LLC shall be obligated to pay the commission to Referrer for a specific referred customer if, and only if, the following conditions are satisfied:

4.1.1 Fees for the first payment for Transaction Pro Products have been paid in full to Right Labs, LLC.

4.1.2 The Product or Products ordered by referred customer have been completed and accepted by the referred customer.

4.1.3 The referral meets the qualifications of Section 3.

4.2 After payment by the referred customer to Right Labs, LLC, referral fees will be available for payout to the Referrer by the 15th of the following month.

4.3 In the event that the referred customer was referred to Right Labs, LLC from more than one authorized Right Labs, LLC Referrer, Right Labs, LLC will pay the commission to the Referrer who most recently referred the customer.

5. Confidentiality and Customer Ownership

5.1 All documents, data files, information and other materials made available between Parties in connection with this Agreement, including without limitation all information regarding services, marketing data, business plans, customer information, and technical information (collectively “Confidential Information”) shall be deemed to have been furnished between the parties in confidence and shall remain the property of the Parties both during the term of this Agreement and after this Agreement is terminated or expired.

5.2 Referrer shall treat as trade secrets and keep in strict confidence all Confidential Information it acquires from Right Labs, LLC at any time or develops for or on behalf of Right Labs, LLC; and Referrer will not at any time during the terms of this agreement or thereafter use such Confidential Information for its own benefit or disclose or permit any of its employees, agents, or representatives to disclose such Confidential Information to any person or entity without a written consent from Right Labs, LLC.

6. Intellectual Property

6.1 Referrer agrees that Right Labs, LLC retains ownership rights in and to certain intellectual property, including without limitation any Right Labs, LLC trademark, service mark, trade dress, advertising, an any associated goodwill, whether presently existing or later developed (collectively “Intellectual Property”). Referrer agrees to sign any document as reasonably required to effect recording or protection of any such property.

6.2 If approved in writing by Right Labs, LLC, Referrer may use advertising that is associated with any Intellectual Property. Referrer may use such advertising materials only upon the terms and conditions stated by Right Labs, LLC from time to time. Referrer may not modify or delete any Intellectual Property it uses without the written consent of Right Labs, LLC.

7. Term and Termination

7.1 The term of this Agreement shall begin on the commencement date and continue until the end of the same year. This Agreement will automatically renew for one additional year at the end of each year. At any time, either party may terminate this Agreement upon providing the other party thirty (30) days written notice. Upon termination by either party, all outstanding referral fees due to the Referrer at that time shall be settled in full within thirty (30) days.

7.2 Right Labs, LLC shall be responsible for paying any and all Commissions owed to Referrer under this Agreement only for those Referred Customers that are referred to Right Labs, LLC before the effective termination date of this Agreement. Remuneration claims are waived unless made in writing to Right Labs, LLC within sixty (60) days of which such remuneration would have been payable.

7.3 The provisions of Sections 5.1. 5.2, 6.1, 8.1, 8.2, 8.3 and 8.5 shall survive termination of this Agreement.

8. Miscellaneous

8.1 Unless Right Labs, LLC notifies Referrer otherwise, Right Labs, LLC disclaims all warranties with regard to services rendered under this Agreement, including all implied warranties of merchantability and fitness for a particular purpose. Referrer shall extend no warranties or guarantees without the pre-approval of Right Labs, LLC, orally or in writing, in the name of Right Labs, LLC, or which would bind Right Labs, LLC with respect to the performance, design, quality, merchantability, or fitness for a particular purpose of the Product or Service. Neither Right Labs, LLC nor its affiliates, subsidiaries, suppliers, or parent corporations shall be liable to Referrer or any third party for special, consequential, incidental, indirect, tort or cover damages, including without limitation damages resulting from the use or inability to use the services; delay of delivery and implementation; or loss of profits, data, business or goodwill, whether or not such party has been advised or is aware of the possibility of such damages. Right Labs, LLC’s liability for all claims of any kind arising out of or relating to this Agreement shall be limited solely to money damages and shall not exceed the amount of commissions due Referrer.

8.2 Either party shall not be liable for, and is excused from, any failure to perform or delay in the performance of its obligations under this Agreement due to causes beyond its control, including without limitation interruptions of power or telecommunications services, failure of its suppliers or subcontractors, acts of nature, governmental actions, fire, flood, natural disaster, or labor dispute. No failure of either party to pursue any remedy resulting from a breach in this Agreement by the other party shall be construed as a waiver of that breach, nor as a waiver of any subsequent or other breach or relinquishment of any rights hereunder unless such waiver is signed and in writing.

8.3 In the event any provision of this Agreement shall be invalid, illegal or unenforceable in any respect, such a provision shall be considered separate and severable from the remaining provisions of this Agreement; and the validity, legality or enforceability of any of the remaining provisions of this Agreement shall not be affected of impaired by such provision in any way.

8.4 This Agreement shall not be assigned by Referrer, in whole or in part, without the express written consent of Right Labs, LLC.

8.5 This Agreement shall be construed in accordance with the laws of the state of Minnesota and shall be treated as a Minnesota contract.

8.6 This Agreement shall be interpreted in accordance with the plain meaning of its terms and not strictly for or against either of the parties. In the event of any dispute with respect to this Agreement, the prevailing party shall be entitled to reasonable attorney’s fees and other costs and expenses incurred in resolving such dispute.

8.7 All notices required under this Agreement shall be directed to the email address provided on application and such email address shall be deemed to be the most recent email address of the applicant and shall remain in use until written notice of a change of email address is provided to the other party by the party whose email address has changed.

8.8 This agreement constitutes the whole agreement between the Parties and supersedes and cancels any and all previous agreements, understandings, or negotiations, whether oral or written, between the Parties relating to the subject matter of this agreement. Any alteration to this agreement must be in writing and signed by both parties.

IN WITNESS WHEREOF, the parties hereto certify they have the authority to enter into this Agreement on behalf of their company and have executed this Agreement on the date of acceptance.