Copyleaks (US)

REFERRAL AGREEMENT

This Referral Agreement (hereinafter referred to as the “Agreement”) is a legal agreement between you and Copyleaks, Inc. a Delaware corporation with offices at 700 Canal St. Stamford, CT (hereinafter referred to as the “Copyleaks”). This Agreement describes the terms and conditions under which Copyleaks will offer you Commissions (as defined below) for marketing and promoting Copyleaks Services (as defined below) to customers. As used in this agreement, “you” and “your” means the applicant.

BY CLICKING THE “I HAVE READ AND ACCEPT THE ABOVE TERMS AND CONDITIONS” CHECKBOX, YOU AGREE THAT YOU HAVE READ THIS AGREEMENT AND, AFTER DUE CONSIDERATION, HEREBY AGREE TO BE BOUND BY ALL THE TERMS OF THIS AGREEMENT. YOU REPRESENT AND WARRANT THAT YOU ARE NOT A LEGAL MINOR; THAT YOU ARE COMPETENT TO ENTER INTO BINDING CONTRACTS; AND THAT YOU ARE NOT DEPENDING ON ANY PROMISES OR STATEMENTS OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT. YOU AGREE TO WAIVE THE RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY PROCEEDING ARISING OUT OF THIS AGREEMENT. IF YOU ARE A COMPANY OR OTHER LEGAL ENTITY, THE PERSON WHO CLICKS THE “I HAVE READ AND ACCEPT THE ABOVE TERMS AND CONDITIONS” CHECKBOX HEREBY REPRESENTS AND WARRANTS THAT HE OR SHE HAS THE AUTHORITY TO BIND THE COMPANY OR OTHER LEGAL ENTITY TO THE TERMS OF THIS AGREEMENT.

1. DEFINITIONS
2. Copyleaks affiliate program portal. The Copyleaks affiliate program portal, operated through the Awin platform at https://www.awin.com/us, allows you to generate your unique affiliate link, track your commissions, and manage your account.
3. Your Information. You will provide requested information to Copyleaks including contact and payment information, and will keep all information accurate and up-to-date through Copyleaks affiliate program portal. You consent to Copyleaks using the contact information you provide, including your email address, to contact you from time to time.
4. Copyleaks Services means all the services and content available on Copyleaks website, and through API, and individual services, along with all other products, services, software and documentation that may be installed, delivered, or deployed therewith; provided, however, that Copyleaks may at any time in its sole discretion without notice to you offer additional products and services or modify, limit the availability of, or cease offering any or all products and services, including those expressly listed in this Section.
5. Grant of Rights. Copyleaks hereby grants you a nonexclusive, nontransferable, revocable license solely during the term of this Agreement to market and promote the Copyleaks Services to prospective customers pursuant to the terms of this Agreement.  
6. ADDITIONAL OBLIGATIONS
7. You will not represent yourself as an agent or employee of Copyleaks, nor make any promises, warranties, or agreements on behalf of Copyleaks.
8. You will not send, cause, or contribute in any manner to any unsolicited bulk communications (including spam e-mail, text messages, or phone calls) in connection with Copyleaks, Copyleaks Services, or this Agreement.
9. You will not submit any person’s contact information to Copyleaks for the purpose of contact by Copyleaks sales personnel unless that person has agreed to be contacted by Copyleaks.
10. You will not misrepresent the features, capabilities, performance, specifications, prices, or other data about Copyleaks Services.
11. If Copyleaks in its sole discretion finds your marketing materials or your presentation of Copyleaks or Copyleaks Services unsuitable, you will withdraw such materials and presentation.
12. You will not violate any applicable law or regulation.
13. PAYMENT
14. Commissions. For each agreement (i) executed between a customer and Copyleaks (ii) for the sale or licensing of Copyleaks Services, and (iii) for which the customer provides Copyleaks with your Referral Code during the execution process (a “Triggering Contract”), Copyleaks will pay to you 15% of the net purchase price (the “Commission”), provided that the Triggering Contract is fully paid and not canceled, repudiated, or otherwise terminated during the first 30 days after its execution (the “Initial Period”), and also provided that you remain in compliance with the terms of this Agreement. Nothing in this Agreement requires Copyleaks to sell or agree to sell any Copyleaks Services.
15. Commission rate. The Commission rate may change from time to time by Copyleaks in its sole discretion. The Commission rate will be available to you through Copyleaks affiliate program portal.
16. Additional Payment Terms. Commission will be paid, in US dollars, within 30 days from the month’s end to the payment account you specify through Copyleaks affiliate program portal. Payments will be aggregated and paid on a monthly basis. All taxes and fees imposed in connection with Commissions will be solely your responsibility. It is understood and agreed that Copyleaks will only pay you if your account has accumulated an amount of over $50 since the last payment (“The $50 Threshold”). Any amount that is not paid at the end of the month will be accumulated in your account and will be paid in the first month in which The $50 Threshold is achieved by you.
17. Program Portal. The affiliate program described hereunder is currently operated through the Awinplatform at https://www.awin.com/us. Your participation in the affiliate program shall be contingent upon your acceptance of (and full compliance with) the terms of use at https://firstpromoter.com/terms. As between you and Awein, you (and not Copyleaks) shall be liable to Awin for any breach by you of the Awin terms of use, and you shall indemnify and hold Copyleaks harmless from any and all claims, expenses and fees arising out of your use of the Awin platform in connection with the Copyleaks affiliate program. 
18. CONFIDENTIAL INFORMATION

4.1 Definition. "Confidential Information" means any and all (i) information about Copyleaks customers or prospective customers, including but not limited to their identities, contact information, account information, and personal information, (ii) Commission rates, (iii) the existence and amounts of discounts, fee reductions, or other special accommodations that may have been offered to or received by Copyleaks customers or prospective customers, and (iv) information Copyleaks provides to you that is marked as confidential. However Confidential Information does not include any information that is or becomes generally known to the public without any breach of your obligations hereunder, or that is received by you from a third party without breach of any obligation owed to Copyleaks.

4.2 Protection of Confidential Information. You will not use or disclose to any third party any Confidential Information for any purpose outside the scope of this Agreement, except as authorized by Copyleaks in writing or as required by law. You will use at least the same degree of care to protect the Confidential Information as you use to protect your own confidential information, but in no event less than reasonable care.

1. DISCLAIMER OF WARRANTIES

5.1 EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, COPYLEAKS MAKES NO WARRANTIES WHATSOEVER TO YOU WITH REGARD TO THE COPYLEAKS SERVICES OR ANY OTHER PRODUCTS, SERVICES, SUPPORT, MATERIALS, OR ANY OTHER MATTERS RELATING TO THIS AGREEMENT. COPYLEAKS SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. TO THE EXTENT THAT COPYLEAKS HAS ANY WARRANTY OBLIGATIONS RELATED TO COPYLEAKS SERVICES DESPITE THIS SECTION 5.1, SUCH WARRANTIES WOULD RUN TO THE CUSTOMER, NOT TO YOU.

1. INDEMNITY

6.1 You will defend, indemnify and hold harmless Copyleaks and its officers, directors, employees and agents from any claims, costs, loss, liabilities, or expenses (including reasonable attorney's fees) resulting from, relating to, or arising out of: (i) your provision of any warranty to any customer greater than the warranty provided in Copyleaks’ agreement with the customer, (ii) any unauthorized statements or representations you make to any customer or potential customer, or (iii) your performance of any services for any customer.

1. LIMITATION OF LIABILITY

7.1 EXCEPT FOR BREACH OF THE TERMS OF SECTION 4 (CONFIDENTIAL INFORMATION) AND OBLIGATIONS ARISING UNDER SECTION 6 (INDEMNITY), (I) NEITHER PARTY'S LIABILITY IN CONNECTION WITH THIS AGREEMENT OR THE COPYLEAKS SERVICES WILL EXCEED THE AMOUNTS PAID OR PAYABLE BY COPYLEAKS TO YOU UNDER THIS AGREEMENT DURING THE YEAR PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY, AND (II) IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, PUNITIVE, OR INCIDENTAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

8. TERM AND TERMINATION

8.1 Term. This Agreement will continue in full force and effect until terminated. Either party may terminate this Agreement for any reason or no reason by giving at least thirty (30) days prior notice to the other party.

8.2 Effect of Termination. Upon the termination of this Agreement, (i) the license set forth in Section 9.1 will terminate and you will immediately cease all uses of the Marks; (ii) you will promptly return to Copyleaks or, if Copyleaks so requests, promptly destroy all copies of Confidential Material and all materials supplied by Copyleaks pursuant to this Agreement; and (iii) you will certify to Copyleaks in writing that you have returned or destroyed all such Confidential Information and materials. Sections 4 through 10 of this Agreement will survive termination of this Agreement.

8.3 Commissions Payable After Termination. Notwithstanding termination of this Agreement, Copyleaks will pay you Commissions in accordance with the terms of this Agreement for Triggering Contracts executed prior to termination of the Agreement, but only if you achieved The $50 Threshold and provided current contact and payment information to Copyleaks.

9. TRADEMARKS AND PUBLICITY

9.1 License to Use Marks. Copyleaks grants you a non-exclusive license during the term of this Agreement to use the Copyleaks trademarks, service marks, trade names, logos, designs, brands, and names that Copyleaks provides to you for use in promoting or marketing Copyleaks Services (collectively, the “Marks”), solely for the purpose of promoting and marketing Copyleaks Services, and subject to branding guidelines that Copyleaks may establish from time to time. You will not alter the Marks, remove the Marks from any materials provided by Copyleaks, or use the Marks in any manner that would impair the reputation of Copyleaks or the validity or value of the Marks, as determined in Copyleaks’ sole discretion.

9.2 Restrictions. Copyleaks reserves all right, title and interest in the Marks, and all use of the Marks will inure to the sole benefit of Copyleaks. You will take no action inconsistent with Copyleaks’ ownership of the Marks and will not challenge Copyleaks’ rights in or attempt to register any of the Marks, or any other trademarks, service marks, trade names, product names, logos, designs, or other designations or brands owned or used by Copyleaks or any mark confusingly similar thereto. If at any time you acquire any rights in or to, or any registration or application for, any of the Marks by operation of law or otherwise, anywhere in the world, you agree to assign and hereby assign such rights, registrations, or applications to Copyleaks, along with any and all associated goodwill.

9.3 Marketing Materials. Copyleaks may provide text or images to you for marketing purposes, which you may use solely to promote and market Copyleaks Services.

9.4 Other use of Marks. You will not bid for or otherwise use any keyword or search term for use in search engines, linking or re-directing that (i) incorporates any Mark, or any variant or misspelling thereof, or (ii) infringes the intellectual property rights of Copyleaks. You will not use any Mark in any domain name you register, or for any unlawful purpose.

9.5 Copyleaks Rights. During the term of this Agreement, Copyleaks may list you on Copyleaks’ website as a referral program participant.

9.6 Other Publicity. Except as set forth in this Section, neither party may issue a news release, public announcement, advertisement or any other form of publicity concerning this Agreement without the express prior written approval of the other party.

10. MISCELLANEOUS

10.1 Modifications. Upon notice to you, Copyleaks may update, amend, modify or supplement the terms and conditions of this Agreement from time to time on a going forward basis. You can review the most current version of this Agreement via Copyleaks affiliate program portal. If the changed Agreement materially modifies your rights or obligations, Copyleaks may require you to indicate that you accept the changed Agreement, in which case the changes are effective only after your acceptance.

10.2 Independent Contractors. Neither party will have any authority, and neither party will represent that it has any authority, to assume or create any obligation, express or implied, on behalf of the other party. You are neither an agent of Copyleaks nor a distributor of Copyleaks Services. Except with Copyleaks’ written permission, you will not make any representations or promises or provide any warranties related to Copyleaks Services, nor will you enter into any agreement with a prospective customer on behalf of Copyleaks. Each party is an independent contractor, and this Agreement will not be construed as creating a partnership, joint venture, agency, or employment relationship between the parties or as creating any other form of legal association that would impose liability on one party for the acts or failures to act of the other party.

10.3 Governing Law. The rights and obligations of the Parties and all interpretations and performance of this Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut, without regard to conflicts of laws principles. The parties agree that all disputes arising out of this Agreement shall be subject to, and each party hereby consents to, the sole and exclusive jurisdiction of the competent courts located in the State of Connecticut.

10.4 Notice. Copyleaks may provide legal notices and communications to you by posting to your Copyleaks affiliate program portal account or by contacting you at any e-mail address that you have provided through Copyleaks affiliate program portal. Notices to Copyleaks must be emailed to support@copyleaks.com, or such other address as may be designated on Copyleaks’ website for receipt of legal notice.

10.5 Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, then the remaining provisions of this Agreement will nevertheless be given full force and effect.

10.6 Waiver. No waiver will be effective unless it is in writing signed by the parties. No waiver of any breach of this Agreement will be deemed a waiver of any other breach of this Agreement.

10.7 Assignment. You may not assign this Agreement or transfer any of your rights or obligations hereunder, including by operation of law, without the prior written consent of Copyleaks. Copyleaks may assign this Agreement or any of its rights and obligations hereunder without your consent. Any attempted assignment in violation of this Section 10.7 will be void. This Agreement will inure to the benefit of and will be binding upon the permitted successors and assigns of the parties.

10.8 Entire Agreement. This Agreement constitutes the entire understanding of the parties with respect to the subject matter of this Agreement, and supersedes all prior or contemporaneous representations, understandings, proposals, and agreements.