Hivelight Partner Revenue Share Agreement

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BACKGROUND

  1. The Company operates a SaaS product called Hivelight.
  2. The Affiliate Partner intends from time to time to introduce potential customers (‘Prospects’) to the Company.
  3. The Company wishes to incentivize these efforts of Affiliate Partner by payment referral fees (‘Commission’).

FORMATION & PARTIES

The following “Referral Partner Agreement” (‘the Agreement’) governs you, the “Affiliate Partner,” and your relationship with Hivelight Pty Ltd (“the Company”). This is a legal agreement between you and the Company and incorporates the Schedules. By registering your participation in this program, you are accepting to be bound to the terms of this Agreement.

AGREEMENT

Eligibility and Payment

1. The Commission shall be calculated as described in the Schedule, which is subject to change with thirty (30) days notice to the Affiliate Partner.

2. In order to remain eligible for Commission the Affiliate Partner must:

(a) have performed its obligations under this Agreement in good faith and in accordance with all applicable laws; and

(b) have submitted correct payment information.

3. The Affiliate Partner must register Prospects via the Referral Registration Form provided by the Company unless another process if agreed to in writing by the parties.

4. Prospects shall be deemed eligible or ineligible for recurring revenue share at the sole discretion of the Company. In addition:

(a) Prospects currently engaged with the Company in any sales-related discussions, evaluations, or negotiations or those that have been engaged by the Company in the past 90 days are automatically excluded unless determined eligible by the Company.

(b) The Affiliate Partner must submit proof of engagement with the Prospect prior to their initial subscription to Hivelight (either via the Referral Registration Form or by email to sales@hivelight.com). The intention here is that Prospects referred by the Affiliate Partner are at least qualified ‘warm leads’ as a result of the Affiliate Partner’s efforts. This should at least include the Affiliate Partner introducing the Prospect to Hivelight, referencing their dealings with the Prospect, and recommending Hivelight as being beneficial to the Prospect in some way.

(c) A current Hivelight subscriber is not eligible as a Referral.

5. The Affiliate Partner must at all times deal with the Prospect in good faith, honesty, and not exert any undue pressure in order to be eligible for the Commission.

6. The Company will make its best commercial efforts to cause the Prospect to subscribe to Hivelight. However, the Company makes no representation or guarantee that such Prospect will subscribe to Hivelight. The Company shall have no liability of any kind to the Affiliate Partner in the event that any Prospect referred by it does not subscribe to Hivelight.

7. Only those Prospects that the Company accepts and that subscribe to Hivelight within 3 months of registration shall be eligible for Commission. Should the discussions with the Prospect remain active beyond 3 months, the Affiliate Partner is required to re-submit the Prospect via the Referral Registration Form.

8. Only Prospects that remain paying customers (‘Referred Customers’) for 6 months will be eligible for a Commission.

9. The Company shall pay Commissions on or before the last day of Q1 (March 31) (“Commission Period 1”) and Q3 (September 30) (“Commission Period 2”) on revenue received from eligible Referred Customers.

10. The Company shall pay the Commissions by direct deposit. The Affiliate Partner is responsible for providing valid and correct payment information. All Commission payments will be made in the currency it was earned unless otherwise agreed upon by the parties in advance.

11. To be eligible for a Commission the Affiliate Partner must provide necessary payment instructions to the Company at least 30 days before the Affiliate Partner becomes eligible to receive Commissions. It is the Affiliate Partner’s responsibility to ensure that the Company has correct payment information at all times. In the event that the Affiliate Partner has yet to provide correct payment information, or the payment information provided ceases to be valid or current, the Company will make 3 attempts to obtain correct payment information from the Affiliate Partner. If correct payment information is not provided to the Company within 7 calendar days of the final attempt, all claim to any Commissions for existing Referred Customers shall be deemed to have been forfeited by the Affiliate Partner.

Promotion and representations

12. Placement of advertisements are at the sole discretion and cost of the Affiliate Partner, and the Affiliate Partner shall not make promises or issue any warranty either expressed or implied pertaining to the goods or services offered by the Company, unless prior authorization in writing has been given by the Company to do so.

13. The Affiliate Partner may make use of the company’s trademarks for the sole purpose of promoting the Company’s goods or services. Any such use shall be in accordance with the Company’s trademark policies, and any directions given by the Company from time to time. It is expressly understood that this Agreement does not grant the Affiliate Partner any interest in the Company’s trademarks or any other intellectual property rights.

14. Where the Affiliate Partner has a website which displays other products or service providers of interest to lawyers, the Affiliate Partner agrees to feature Hivelight in a similar and positive manner and include a backlink to hivelight.com.

Relationship between the Parties

15. The relationship between the parties shall at all times be that of an independent contractor. No employment or joint venture relationship is formed by this Agreement and at no time may the Affiliate Partner position itself except as an independent third party of the Company. In view of this independent relationship, the Affiliate Partner shall not enter into any agreements on behalf of the Company, shall make no warranty either expressed or implied on behalf of the Company, and shall not incur any expenses on behalf of the Company.

16. This Agreement does not grant exclusive rights to the Affiliate Partner to act as referrer on behalf of the Company and the Affiliate Partner shall have no rights under any other agreements entered into by the Company with other Affiliate Partners or any third parties.

Confidentiality

17. Pursuant to this Agreement, the Affiliate Partner may receive or have access to certain information (whether oral or written) belonging to, and provided by the Company and including without limitation: the terms and conditions of this Agreement and the Company’s methods of operation, products, services, various financial data or that of prospective or existing customers of the Company. Without regard to whether said information would be deemed the trade secrets of, or confidential or otherwise important to, the Company under applicable law, the Affiliate Partner acknowledges that this information shall conclusively be deemed confidential (collectively, “Confidential Information”). The Affiliate Partner agrees not to disclose any Confidential Information to any third party.

Termination

18. Either party may terminate this Agreement at any time by giving the other party ten (10) days prior written notice. Upon termination by either party, all final outstanding Commissions due to the Affiliate Partner at that time shall be settled in full within the usual payment sequence described in section 9 of this Agreement. Affiliate Partners who do not have any activity in 24 months will be removed from the program without notice.

19. Notwithstanding section 18, the Company reserves the right to terminate this Agreement immediately without cause, at its discretion. Upon termination, all final outstanding commissions due to the Affiliate Partner at that time shall be settled in full within the usual payment sequence described above in this Agreement (i.e. Commissions on revenue earned in one month are paid on or before the last day of the subsequent month).

Indemnity

20. The Affiliate Partner shall indemnify, defend, and hold the Company (and any other affiliate of the Company) harmless against any and all claims of whatsoever nature arising from the Affiliate Partner’s misrepresentation, default, misconduct, failure to perform or any other act or omission related to this Agreement.

Amendment

21. The Company reserves the right to unilaterally amend this Agreement. In the event of material changes to this Agreement, the Company will provide reasonable notice to the Affiliate Partner, by email, or by other reasonable means, of these changes prior to their enactment.

Law

22. This Agreement shall be governed by and construed in accordance with the laws for the time being in force in the State of New South Wales, Australia and the parties agree to submit to the jurisdiction of the courts and tribunals of that State.

Entire Agreement

23. This Agreement constitutes the whole agreement between the parties and shall supersede any prior agreements, discussions, commitments, representations, or agreements, written or oral, between the parties hereto.

SCHEDULE

Commissions are calculated on the basis of the Referred Customer’s initial Hivelight Subscription. Subsequent products and services purchased by the Referred Customer from the Company shall not be subject to a Commission.

Commissions payable to the Affiliate Partner are calculated according to the following formula:

10% x (R – T – D)

R = Revenue received by the Company from the Referred Customer during the applicable Commission Period that is attributable to the Referred Customer’s initial Hivelight Subscription.

T = applicable value-added taxes.

D = refunds or payments blocked, reversed, or not honored by a financial institution.