Referral Agreement

 

This Referral Agreement (the “Agreement”) is entered into by and between Peerlogic, Inc. (“Peerlogic”) and the entity agreeing to these terms (“Referring Party”). Peerlogic and Referring Party may be referred to individually as a “Party” and collectively as the “Parties.

 

1. DEFINITIONS

1.1. Commission: The amounts payable by Peerlogic to the Referring Party for referrals that lead to Referred Customers purchasing Peerlogic’s Services.

1.2. Discount: A percentage reduction applied to Peerlogic’s list price for Services purchased by a Referred Customer as part of an approved referral.

1.3. Referred Customer: A new customer introduced by the Referring Party who purchases Peerlogic’s Services and meets the eligibility criteria outlined in this Agreement.

1.4. Services: Peerlogic’s products or services eligible for commission or discount as specified in Schedule A.

1.5. Territory: The United States and Canada, unless otherwise defined in an addendum to this Agreement.

1.6. Aggregated Data: Data that is collected or generated in connection with Peerlogic’s Services, anonymized and aggregated for analysis, reporting, or product improvement purposes.

1.7. Net Revenue: Gross revenue from a Referred Customer’s purchase of Services, excluding taxes, refunds, discounts, and other non-revenue items.

1.8. Lead Submission Criteria: Specific conditions and processes required for submitting leads, as outlined in Peerlogic’s partner guidelines.

 

2. APPOINTMENT AND SCOPE

2.1 Appointment: Peerlogic appoints Referring Party as a non-exclusive referrer of Peerlogic Services in the Territory, subject to the terms of this Agreement.

2.2 Referring Party’s Obligations:

(a) Promote Peerlogic Services professionally and ethically. (b) Ensure compliance with Peerlogic’s branding and marketing guidelines. (c) Submit Referred Customer details to Peerlogic’s sales team through approved channels. (d) Maintain accurate records of referrals and comply with audit requests. (e) Avoid any activities that may harm Peerlogic’s reputation or brand.

2.3 Peerlogic’s Obligations:

(a) Provide marketing materials and reasonable sales support. (b) Pay Referring Party applicable commissions as set forth herein. (c) Maintain accurate and transparent records of referrals attributed to Referring Party.

 

3. COMMISSIONS AND DISCOUNTS

3.1 Commission Eligibility: To earn commissions: (a) The Referred Customer must not already be an existing lead or customer of Peerlogic. (b) The Referred Customer must purchase Peerlogic Services within six months of the referral. (c) Peerlogic must receive full payment for the sale. (d) The Referred Customer’s refund period must have expired.

3.2 Lead Submission and Ownership: (a) Referring Party must submit leads via Peerlogic’s designated partner portal or other approved methods. (b) Leads submitted by multiple parties will be reviewed for eligibility; the first valid submission will take precedence. (c) Peerlogic reserves the right to reject duplicate or incomplete leads.

3.3 Commission Calculation: Commissions are calculated as a percentage of Net Revenue from the Referred Customer’s first-year purchase of Services, as specified in Schedule A.

3.4 Refund and Adjustment: (a) If a Referred Customer requests a refund during the refund period, Peerlogic reserves the right to adjust or reclaim commissions paid on that sale. (b) Any adjustments will be communicated to Referring Party promptly and reflected in future payments.

3.5 Payment Terms: Commissions will be paid within 30 days of the end of the month in which Peerlogic receives payment from the Referred Customer.

3.6 Disqualification: If Peerlogic identifies duplicate, fraudulent, or invalid referrals, it reserves the right to disqualify the associated commission.

3.7 Audit Rights: (a) Peerlogic may conduct audits of Referring Party’s records with reasonable prior notice, no more than once annually. (b) Any discrepancies discovered during an audit must be addressed within 30 days. (c) Peerlogic will bear the costs of audits unless discrepancies exceeding 5% are found, in which case Referring Party must reimburse audit expenses.

 

4. PROPRIETARY RIGHTS

4.1 Ownership: Peerlogic retains ownership of all intellectual property rights associated with its Services. Referring Party shall not reverse engineer, modify, or resell Peerlogic Services except as authorized herein.

4.2 Trademarks: Referring Party may use Peerlogic’s trademarks solely for marketing purposes with prior written consent. All use of trademarks must comply with Peerlogic’s branding guidelines and be pre-approved in writing.

4.3 Suggestions: Any feedback, suggestions, or recommendations provided by Referring Party related to Peerlogic’s Services may be used by Peerlogic without obligation or compensation to Referring Party.

 

5. CONFIDENTIALITY

5.1 Definition: “Confidential Information” includes all non-public business, technical, and financial information disclosed by one Party to the other.

5.2 Obligations: Each Party agrees to protect the other’s Confidential Information using the same degree of care as it uses to protect its own, but no less than a reasonable standard of care.

5.3 Data Usage: Peerlogic may use Aggregated Data for business purposes, provided it does not identify any individual or Referring Party-specific information.

5.4 Exceptions: Confidential Information does not include information that (a) is publicly available through no breach of this Agreement, (b) was known to the receiving Party prior to disclosure, (c) is disclosed to the receiving Party by a third party without breach, or (d) is independently developed.

5.5 Return or Destruction: Upon termination of this Agreement, each Party will return or securely destroy the other Party’s Confidential Information.

 

6. TERM AND TERMINATION

6.1 Term: This Agreement shall commence on the Effective Date and continue for one year, automatically renewing for additional one-year terms unless terminated by either Party with 30 days’ notice.

6.2 Termination: Either Party may terminate this Agreement with or without cause upon 30 days’ written notice. Commissions will be paid only for referrals completed before termination.

6.3 Policy Updates: Peerlogic reserves the right to update this Agreement’s terms with 30 days’ prior written notice or via updates posted to Peerlogic’s designated URL. Continued participation in the program constitutes acceptance of updated terms.

6.4 Survival: Sections relating to confidentiality, indemnification, limitations of liability, and proprietary rights will survive termination.

6.5 Force Majeure: Neither Party will be liable for delays or failures caused by events beyond their reasonable control, such as natural disasters, acts of war, or labor disputes. If such an event continues for more than 30 days, either Party may terminate this Agreement with written notice.

6.6 No Termination Liability: Neither Party shall be liable for damages, loss of goodwill, or other compensation resulting from termination of this Agreement in accordance with its terms.

 

7. REPRESENTATIONS AND WARRANTIES

7.1 Referring Party Representations: Referring Party warrants it has the authority to enter this Agreement and will comply with all applicable laws.

7.2 Peerlogic Representations: Peerlogic warrants that the Services will perform substantially in accordance with their documentation.

7.3 Disclaimer: Except as expressly set forth, Peerlogic disclaims all warranties, including implied warranties of merchantability and fitness for a particular purpose.

 

8.LIMITATION OF LIABILITY

8.1 Exclusion of Damages: Neither Party will be liable for indirect, incidental, or consequential damages.

8.2 Liability Cap: Peerlogic’s liability shall not exceed the total commissions paid to Referring Party in the 12 months preceding the claim.

 

9. INDEMNIFICATION

9.1 Referring Party Indemnity: Referring Party shall indemnify Peerlogic against claims arising from its breach of this Agreement, including claims by third parties related to Referring Party’s activities.

9.2 Peerlogic Indemnity: Peerlogic shall indemnify Referring Party against claims that the Services infringe third-party intellectual property rights or result from Peerlogic’s gross negligence or willful misconduct.

9.3 Procedure: (a) The indemnified Party must notify the indemnifying Party promptly of any claim. (b) The indemnifying Party will assume control of the defense and settlement of the claim. (c) The indemnified Party will provide reasonable cooperation at the indemnifying Party’s expense.

 

10. GENERAL PROVISIONS

10.1 Governing Law: This Agreement is governed by the laws of the State of Arizona.

10.2 Dispute Resolution: (a) Claims under $50,000 will follow streamlined arbitration under the rules of the American Arbitration Association (AAA). (b) Claims exceeding $50,000 will be resolved by a panel of three arbitrators, with each Party selecting one arbitrator and the third appointed by mutual agreement. (c) Arbitration proceedings will take place in Scottsdale, Arizona. (d) All arbitration proceedings and outcomes shall remain confidential.

10.3 Force Majeure: Neither Party will be liable for delays or failures caused by events beyond their reasonable control.

10.4 Assignment: This Agreement may not be assigned without prior written consent.

10.5 Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain in effect.

10.6 Non-Waiver: Failure to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision.

10.7 Publicity: Referring Party may not issue press releases or make public statements regarding this Agreement without Peerlogic’s prior written approval.

10.8 Anti-Corruption: Each Party represents that it has not and will not engage in corrupt practices in connection with this Agreement.

10.9 Notices: All notices must be in writing and sent to the respective addresses provided by the Parties.

10.10 Modifications: This Agreement may only be modified by a written agreement signed by both Parties.

10.11 Entire Agreement: This Agreement constitutes the entire understanding between the Parties and supersedes all prior agreements.

10.12 Execution: This Agreement may be executed electronically, and each counterpart will be deemed an original.

 

Schedule A (Details of Services, Commission Rates, and Discount Percentages)