This referral agreement (the “agreement”) is an agreement between NewKnow Inc. (“NewKnow”) and you (the “Agent”) subscribing to the rep referral program provided through the website located at www.mynewknow.com (the “Services”). This agreement is entered into as of the date the Agent agrees to be bound by it (the “Effective Date”).
In consideration of the mutual covenants herein contained, the parties agree as follow:
ARTICLE 1 APPOINTMENT OF AGENT
1.1.1 Company hereby appoints Agent as a referrer for mynewknow.com, a cloud-based retail and sales training and communication services provided through the website located at www.mynewknow.com (“the Services”) under the trademark NewKnow.
ARTICLE 2 AGENT’S FUNCTIONS
2.1 Agent shall use his/her best efforts to promote the Services using their unique referral code and shall safeguard the interests of the Company with the due diligence of a responsible business entity.
2.2 Agent is an independent contractor and nothing contained in this Agreement shall be construed to (a) give either party the power to direct and control the day-to-day activities of the other (b) constitute the parties as partners, joint venture’s, co-owners or otherwise, or (c) allow Agent to create or assume any obligation on behalf of the Company for any purpose whatsoever.
2.3 Agent may appoint subagents but Agent shall be solely responsible for such subagents compensation.
ARTICLE 3 REFERRED ACCOUNT
3.1 Company reserves the right to reject any account referred by Agent.
3.2 A referred account is deemed to be active once they complete their free trial period, and they begin paying Company for use of its Services.
3.3 For an account to be eligible for referral commission, they must have used Agents unique referral code upon registration.
ARTICLE 4 EXCLUSIVITY
4.1 Agent may use the name and trademark of NewKnow exclusively in connection with its sales activities pursuant to the terms of this Contract. All advertising and promotion using the name and trademark shall be submitted to Company for prior authorization.
ARTICLE 5 COMMISSION(S)
5.1 Agent shall receive a commission of TEN (10%) percent of all NET sales of Service to Customers for a SIX (6) month period. Net Sales will be defined as the cash receipt value of the invoice once any price discounts and vendor agreement deductions are made.
5.2 Within 30 days of the end of each month, Company will pay Agent commissions due for such month. Together with such payment, Company shall submit to Agent a statement of invoices and corresponding commissions due and payable to Agent under the terms of this Agreement.
ARTICLE 6 EXCLUSION OF OTHER REMUNERATION
6.1 All expenses incurred by Agent in fulfilling its obligations under this Contract or arising in connection with the Contract (such as postage, employee salaries, telegraphic, telephone or facsimile charges, etc.) shall be deemed to be covered by the commission provided in Article 6.
ARTICLE 7 TERM AND TERMINATION OF CONTRACT
7.1 This Agreement shall remain in effect for a period of one (1) year from the effective date. It may be renewed for additional one (1) year terms upon the written consent of both parties. Either party may terminate this agreement with 30 days written notice with or without cause.
ARTICLE 8 MISCELLANEOUS
8.1 This Agreement contains the entire understanding of the parties and supersedes any prior written or oral agreements. This Agreement may be changed only by a writing signed by both parties.
8.2 This Agreement may not be assigned by either party without the prior written consent of the other party.
8.3 This Agreement sets forth the entire Agreement and understanding between the parties on the subject matter here of and merges prior discussions and negotiations between them. Neither of the parties shall be bound by any conditions, definitions, representations or warranties with respect to the subject matter of this Agreement, other than as expressly provided herein or as duly set forth on or subsequent to the date hereof in writing, signed by a duly authorized representative of the party to be bound thereby.
8.4 The successful party in any legal action or other proceeding brought for the enforcement of this Agreement or because of a dispute, breach or default in connection with any of the provisions of this Agreement shall be entitled to recover, in addition to any other relief to which that party may be entitled, reasonable attorney’s fees, expert witness fees, and all other costs and expenses incurred in that action or proceeding.
ARTICLE 9 APPLICABLE LAW – JURISDICTION
9.1 This contract shall be interpreted and enforced pursuant to the law of the Province of Quebec and of Canada. Each party herby consents to the exercise of personal jurisdiction over it by courts, provincial or federal, within the Province of Quebec.