Partner Terms

1.1.

Appointment. RevenueRoll hereby appoints Partner as a non-exclusive, independent referral Partner for the Services and the Platform.  RevenueRoll hereby grants to Partner, and Partner hereby accepts, a personal, non-sublicensable, non-exclusive, non-transferable, non-assignable right to (i) use, market and demonstrate the Services and the Platform to potential End Users, (ii) direct potential End Users to the Services and the Platform, and (iii) in turn refer such potential End Users of the Services and the Platform to RevenueRoll.

1.2.

Ownership. The Services, the Platform and any and all other intellectual property rights in or related to the Services and the Platform and relating to RevenueRoll’s Services and Platform (including but not limited to any and all related documentation, any and all parts of the Services and the Platform, any source code (including any updates, modifications, improvements, enhancements, customizations thereto and any local versions, translations and any other derivatives works made by RevenueRoll), and all worldwide copyrights, trade secret rights, patent rights, trademark rights, and other intellectual property and proprietary rights therein (including applications and registrations therefor) (collectively, the “RevenueRoll Intellectual Property”) are and shall remain the exclusive property of RevenueRoll. This Agreement provides Partner with no licenses, ownership or rights other than those expressly provided herein.  Except for the limited promotional and marketing rights expressly granted to Partner hereunder, no other right, license, or option is granted (by implication, estoppel, or otherwise), no other use is permitted, and RevenueRoll (and its licensors) shall own and retain all rights, title, and interests in and to the Services and the Platform and the RevenueRoll Intellectual Property.  This Agreement shall not be construed as a sale of any rights in the Services or the Platform or related documentation provided by RevenueRoll, or any copies thereof or any part thereof.  Partner agrees not to take any action inconsistent with such title and ownership.  Partner agrees that RevenueRoll is free to use and exploit any feedback from Partner, and all generalized knowledge, expertise, know-how, and technologies related to or acquired in connection with this Agreement, in any manner for all purposes (including in connection with developing new or improved Services and Platform).

1.3.

Restrictions. Partner agrees that: (a) RevenueRoll retains ownership of the Services, the Platform and all of its components or parts and rights therein and Partner will have no ownership rights in the Services or the Platform in any manner; (b) Partner will not use, copy, or distribute the Services or the Platform except as expressly allowed under Section 1.1, and Partner will not market, use, refer or distribute the Services and the Platform in a manner inconsistent with this Agreement or any limitations set forth herein; (c) Partner will not reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or otherwise attempt to determine protocols from, or create derivate works or copies of, the Services and the Platform unless expressly permitted to do so under this Agreement; (d) Partner will not use the Services or the Platform or any confidential or proprietary information of RevenueRoll to build an application, content or product that is competitive with any RevenueRoll product, content or service, including the Services and the Platform, and (e) Partner will not disclose to any third party any benchmarking or comparative study involving the Services and the Platform.

2.1.

Partner Personnel. Partner shall employ competent and experienced personnel for marketing and promotion of the Services and the Platform.  Partner shall keep RevenueRoll advised of general market and other developments that may affect the marketing and sale of Services and the Platform, as well as information on competitive Services and the Platform and activities which come to its attention.

2.2.

Marketing Materials. Partner shall provide RevenueRoll with advance copies of all advertising and marketing materials to be used by Partner for prior approval by RevenueRoll, and Partner shall not make any representations or warranties regarding the Services and the Platform which are inconsistent with the information included in any materials which are provided by Partner to RevenueRoll.

2.3.

Compliance. Partner shall comply with all of RevenueRoll’s marketing, technical, sales and quality policies and with all applicable laws (including United States export controls) and obtain all applicable licenses, approvals and permits necessary or desirable for the marketing and sale of the Services and the Platform and the payment of all fees as contemplated by this Agreement and the applicable End User license agreements in the form provided by RevenueRoll.

2.4.

Warranty of Authority. Partner represents and warrants to RevenueRoll that it is duly authorized under the applicable treaties, laws, decrees and regulations in force to serve as RevenueRoll’s Partner as contemplated by this Agreement. When clicking the acceptance button by the Partner, this Agreement shall constitute binding obligations on the Partner in all respects.

2.5.

Competitive Restrictions. Partner shall timely advise RevenueRoll of any existing engagements where Partner develops, markets, licenses or sells any software or products that are competitive with the Services and the Platform, prior to clicking the acceptance button of this Agreement. Should the Partner wish to engage with any vendors or third parties, or individually, in order to perform any of the foregoing, Partner shall provide written notification to RevenueRoll, providing information about the engagement. RevenueRoll reserves the right to amend the terms of this Agreement in line with any such engagement being made. Further, Partner may not utilize any distributors, consultants, or any other direct or indirect sales channel, with respect to any of its obligations hereunder.

2.6.

Records. Partner shall maintain, separate from all other records, complete records of the marketing and referral activities for the Services and the Platform.  These books and records shall be retained by Partner for a minimum of three (3) years.  During the term of this Agreement and for three (3) years following termination or expiration of this Agreement, Partner shall allow RevenueRoll and/or its agent(s) to have full access to the books and records of Partner relating to this Agreement, at all reasonable times, and to make copies of, or extracts from, such books and records.

2.7.

Non-U.S. Approvals. Partner shall obtain and maintain, at its own expense, any non-United States governmental consents, authorizations, approvals, filings, permits, or licenses required for it to export or import the Services and the Platform or provide services including, without limitation, all consents of and filings with any non-United States governmental body.

2.8.

Indemnity. Partner shall indemnify RevenueRoll and its affiliates, and their respective officers, directors, employees and agents against all losses, damages, claims or expenses of any kind (whether direct or indirect) including, without limitation, reasonable legal fees, which they or any of them may sustain or incur as a result (i) of any claims from any other third parties in connection with marketing or other services provided by Partner, or (ii) of any act or omission of the Partner or any of its affiliates or any of their respective officers, directors, employees or agents not expressly permitted under this Agreement or by applicable law, including (i) breach of any of its obligations, representations or warranties under this Agreement; (ii) negligence or other tortious conduct; or (iii) breach by Partner (or any of its affiliates or any of their respective officers, directors, employees or agents) of any applicable law, regulation or order of any governmental authority.

3.1.

Referral and Marketing Assistance. RevenueRoll shall provide Partner with such marketing and technical assistance as RevenueRoll may in its discretion consider necessary to assist with the promotion and referral of the Services and the Platform.  In addition, RevenueRoll shall make personnel available at its discretion to provide assistance for questions regarding the Services and the Platform, its associated services or any relevant specifications.

3.2.

Warranty Disclaimer. REVENUEROLL MAKES NO WARRANTY, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES OR THE PLATFORM, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR TITLE AND/OR NON-INFRINGEMENT THEREOF.

3.3.

Limitation of Liability. REVENUEROLL’S (AND ITS SUPPLIERS’) LIABILITY ARISING OUT OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION IN RELATION TO THE USE, LICENSING OR SUPPLYING OF THE SERVICES AND THE PLATFORM OR THEIR USE OR DISPOSITION, WHETHER BASED UPON WARRANTY, CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED THE LESSER OF $5,000 OR THE AMOUNT OF FEES PAID TO REVENUEROLL FOR THE SERVIECS AND THE PLATFORM GIVING RISE TO THE CLAIM. IN NO EVENT SHALL REVENUEROLL (OR ITS SUPPLIERS) BE LIABLE TO PARTNER OR ANY OTHER PERSON OR ENTITY FOR SPECIAL, INDIRECT, EXMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF DATA OR LOSS OF USE DAMAGES) ARISING OUT OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION IN RELATION TO THE USE, LICENSING OR SUPPLYING OF THE SERVICES AND THE PLATFORM, EVEN IF REVENUEROLL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.

The foregoing limitations shall not apply if, and only to the extent that, such contractual limitations cannot under applicable laws limit in such situations the liability of RevenueRoll.

4.1.

Referrals and Fees. Where Partner identifies and refers potential End User(s) to the Company that result directly in sales of the Company’s Services and the Platform, products and/or services to such potential End User(s), and the Company has not independently been in contact with such respective potential End User(s) regarding the use of the Company’s Services and Platform, products and/or services at any time in the preceding twelve (12) months prior to the introduction and referral (such contracting potential End User, a “Referred Customer”), such End User shall be a “Referred Customer” under this Agreement. The Company shall pay Partner, on a monthly basis, a referral fee payment (“Referral Fees”) equal to the product of Eligible Referred Monthly Revenue multiplied by the applicable referral fee payment percentage at the time of the payment based on the All-Time Referred Revenue as set forth in Exhibit A. “Eligible Referred Monthly Revenue” shall mean the aggregate monthly revenue received from each Referred Customer solely for a period of twelve (12) months following the execution date of a customer order contract between the Company and such Referred Customer (the “Contract Date”). For the avoidance of doubt, any revenue received from any Referred Customers after twelve (12) months of their respective Contract Date shall not be Eligible Referred Monthly Revenue. “All-Time Referred Revenue” shall mean the cumulative sum of all Eligible Referred Monthly Revenues generated by Partner up to the applicable time of calculation for the purposes of this Section 4.1.

4.2.

Taxes. Any taxes or charges, including but not limited to value-added, turnover, withholding or similar taxes, imposed under upon or with respect to any payment made by RevenueRoll to Partner hereunder or any deliveries to Partner hereunder, shall be for the sole account of, and shall be borne by Partner, and if paid or required to be paid by RevenueRoll, the amount thereof shall be added to and become a part of the amounts payable by RevenueRoll hereunder.

5.1.

Proprietary Information. The term “Proprietary Information” means all trade secrets, know-how, inventions, developments, software, and other financial, business, or technical information that are disclosed by or for RevenueRoll to Partner in relation to this Agreement which by their nature would be understood by a reasonable person to be proprietary or confidential (and including all copies, abstracts, summaries, analyses, and derivatives thereof).  The restrictions on use and disclosure of Proprietary Information shall not apply to any information that Partner can demonstrate has been (a) rightfully furnished to it without restriction by a third party not in breach of any obligation to the disclosing party, (b) generally available to the public without breach of this Agreement, or (c) independently developed by it without reliance on such information.  All Services, Platform, documentation, pricing information, and license keys, and the results of any functional, performance, or benchmark testing of the Services and the Platform, are deemed to be RevenueRoll’s Proprietary Information.

5.2.

Confidentiality. Partner shall use reasonable care to keep RevenueRoll’s Proprietary Information secret and, except for the specific rights granted by this Agreement, Partner shall not possess, access, use, reproduce, or disclose any of RevenueRoll’s Proprietary Information without its prior written consent.  Partner may disclose Proprietary Information only to its employees and contractors who have a need to know for the permitted purpose and who are bound to safeguard the Proprietary Information pursuant to obligations that are at least as protective as the restrictions in this Agreement.  Partner shall be responsible for any breach of confidentiality by its employees and contractors.  Promptly after any termination of this Agreement (or at the disclosing party's request at any other time), Partner shall return all of RevenueRoll’s tangible Proprietary Information, permanently erase all Proprietary Information from any storage media, and destroy all information, records, and materials developed therefrom.  Partner may disclose only the general nature, but not the specific terms, of this Agreement without the prior written consent of RevenueRoll; provided, Partner may provide a copy of this Agreement or otherwise disclose its terms in connection with any legal or regulatory requirement, financing transaction, due diligence inquiry, or audit.

7.1.

Term. Subject to early termination pursuant to Sections 7.2 or 7.3 below or otherwise by mutual written consent, this Agreement shall commence on the date of clicking the acceptance button and shall continue until one (1) month thereafter unless terminated pursuant to Section 7.2; after which the Term will automatically renew for successive one (1) month periods (an “Automatic Renewal”) until earlier terminated by either party in accordance with Section 7.2 or either party provides written notice of the intention to terminate this agreement at least ten (10) days prior to any such Automatic Renewal date.

7.2.

Termination by Either Party. This Agreement may be terminated (a) by either party for any reason, upon ten (10) days notice to the other party, or (b) with immediate effect by either party by written notice in the event that the other party shall fail to perform any of its obligations under this Agreement and fail to remedy any such failure within a period of ten (10) days of its receipt of a written demand requiring such remedy.

7.3.

Obligations Upon Termination. Upon the expiration or termination of this Agreement: (i) Partner shall cease all use, marketing and referral activities with respect to the Services and the Platform, and shall cease all other activities related to the Services and the Platform except for such obligations which expressly survive expiration or termination of this Agreement; (ii) Partner shall deliver to RevenueRoll all Proprietary Information, Services, Platform, documentation and marketing materials then in its possession, custody or control together with an accurate and up-to-date copy of all records kept by Partner pursuant to the terms of this Agreement, and Partner shall cease all use of the Proprietary Information and the RevenueRoll Intellectual Property; (iii) Partner shall take such action as may be required by applicable laws to register the termination of its status as an Partner pursuant to this Agreement and shall cease to represent itself as RevenueRoll’s Partner; and (iv) Partner shall erase all computer software received from or otherwise owned by RevenueRoll from any computer system within its custody or control.

7.4.

No Further Obligation. RevenueRoll shall not be liable to Partner by reason of the termination of this Agreement in accordance with its terms in any circumstances whatsoever, whether on account of the loss by Partner or of present or prospective sales, investments, compensation or goodwill, and RevenueRoll shall not be obligated to make any termination or other payments to Partner in connection with the termination of this Agreement unless explicitly required to under this Agreement.

7.5.

Survival. The provisions of Sections 1.3, 2.5, 2.9, 3.3, 3.4, 4.1, 4.2, 5, 6, 7.3, and 8 of this Agreement shall survive the expiration or termination of this Agreement.

8.1.

Assignment. Partner shall not sell, assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of RevenueRoll.  A change in control of Partner's business shall be deemed to be an assignment for purposes of this Section.

8.2.

Entire Agreement; Headings. This Agreement hereto represents the entire agreement between the parties relating to the subject matter of this Agreement and supersedes all prior discussions, agreements and understandings.  No modification of this Agreement will be effective unless made in writing and agreed by both parties.  The headings of the Sections in this Agreement are for convenience only and do not form part of the Agreement for any purposes of construction or interpretation.

8.3.

Notices. All notices under this Agreement shall be in English and shall be in writing and given by email, registered mail, courier, cable or telex and shall be addressed to the parties at the address/or number as a party may specify in accordance with this Section from time to time.  Notice will be deemed given when received.

8.4.

Force Majeure. Neither party shall be liable for any default or delay in the performance of any obligation under this Agreement (other than a monetary obligation) to the extent that such failure or delay arises out of any causes beyond the reasonable control of that party and without default or negligence of such party.

8.5.

Validity. The illegality or enforceability of any provision of this Agreement shall not affect the validity and enforceability of any other provision of this Agreement.  Each term, condition, and provision of this Agreement shall be valid and enforced to the fullest extent permitted by law.  If there is any conflict between any term, condition, or provision of this Agreement and any statute, law, ordinance, order, rule, or regulation, the latter shall prevail; provided, that any such conflicting term, condition, or provision shall be curtailed and limited only to the extent necessary to bring it within the legal requirements and the remainder of this Agreement shall not be affected or impaired thereby.

8.6.

Governing Law. This Agreement shall be construed, enforced and performed in accordance with the laws of the State of Delaware, U.S., without reference to the principles of conflicts of laws.  The parties exclude the application of the United Nations Convention on contracts for the international sales of goods to the extent that is would otherwise apply.

8.7.

Waiver. No delay or other act or omission of RevenueRoll shall act as a waiver of any of its rights under this Agreement other than a waiver given in writing and signed by a director of RevenueRoll.

8.8.

Limitation on Actions. RevenueRoll shall in no circumstances be liable in any way whatsoever unless a claim has been filed within twelve (12) months of the alleged breach or event giving rise to the claim.

8.9.

Costs. Each party shall be responsible for its own costs in relation to the negotiation and (unless expressly provided otherwise) the performance of its duties under this Agreement.

8.10.

Publicity. Partner agrees that any publicity or advertising which shall be released by it in which RevenueRoll is identified in connection with the Services and the Platform shall be subject to RevenueRoll’s prior approval and shall be in accordance with the terms of this Agreement, and with any information or data which RevenueRoll has furnished in connection with this Agreement. Copies of all such publicity and advertising shall be forwarded promptly to RevenueRoll.