This Prisync Referral Partner Agreement (the “Partner Agreement“) is between the applicable Partner (“you” or “Partner“), and Prisync. If you are agreeing to this Partner Agreement not as an individual but on behalf of your company, then “Partner” or “you” means your company, and you are binding your company to this Partner Agreement.
The Agreement shall become binding once the Partner clicks through the Agreement in the manner provided by Prisync (the “Effective Date”). Prisync and Partner are sometimes referred to as a “Party”, and together as the “Parties”.
In consideration of the mutual promises and agreements herein contained, the Parties agree as follows:
1. LICENSE.
Subject to this Agreement and its terms, Prisync hereby grants to Partner a free, non-exclusive, non-transferable, and revocable license (“License”) to market and distribute the Prisync Solutions to Referrals, and to use the Prisync trademarks, logos, and URLs provided by Prisync and listed in Exhibit A (“Licensed Marks,” as may be amended by Prisync from time to time), and associated materials, language or code for the sole purpose of promoting the Prisync Solutions (collectively, “Marketing Materials”).
The license to use the Licensed Marks granted herein is subject to Prisync’s Trademark Usage Guidelines, incorporated here by reference, as updated from time to time by Prisync at its sole discretion. Prisync may revoke this license at any time by giving Partner a written notice (including via email). A list of certain Prisync trademarks and logos (“Prisync Marks”) is included in the Guidelines.
2. PROGRAM COMMITMENTS.
The Program. To participate in the Program, Partner must complete the online application for participation in the Program found on Prisync’s website (“Site” or https://prisync.com/partners/referral ) and enter this Agreement. Prisync may accept or reject any application at its sole discretion.
2.1 Legal Agreements. As part of its participation in the Program and in acting as Prisync’s Partner, Partner hereby agrees and consents to the terms of this Agreement and the Program, the Guidelines, and any other requests and rules set by Prisync from time to time, in its reasonable discretion, in connection with Partner’s ongoing participation in the Program and promotion of the Prisync Solutions to Referrals. In all its activities under this Agreement, and specifically such activities relating to Partner’s promotion of the Prisync Solutions, Partner shall cooperate with Prisync and act in good faith. In entering this Agreement, Partner further recognizes and accepts the terms and rules set in Prisync’s Privacy Policy (“Privacy Policy,” found at https://prisync.com/privacy-policy/ ) as applicable to Prisync’s provision of the Prisync Solutions to Referrals, and particularly regarding Partner’s adherence to the Privacy Policy in all matters involving privacy of Referrals’ information.
2.2 Promotion, Referral Activities. Partner agrees to engage in continued, active promotion of the Prisync Solutions in various marketing channels using the Licensed Marks and Marketing Materials, and to do so in compliance with the terms of this Agreement.
2.3 Prohibited Activities. Partner agrees not to associate Marketing Materials with content that is unlawful in any manner, or which is otherwise harmful, threatening, defamatory, obscene, offensive, harassing, sexually explicit, violent, discriminatory, or otherwise objectionable in Prisync’s sole discretion. Partner agrees not to send unsolicited electronic messages to multiple unrelated recipients (“Spamming”) in promoting the Prisync Solutions, or otherwise to engage in any other form of mass electronic communications prohibited by law in connection with activities contemplated under this Agreement.
2.4 Permissible Use of Prisync Marks.
2.4 (i) Partner expressly agrees to comply with all the terms herein (particularly Section 5.3) in using the Licensed Marks and in creating Marketing Materials.
2.4 (ii) Through the Guidelines and otherwise, Prisync shall provide specifications and other instructions from time to time as to Partner’s permissible use of the Licensed Marks in creating Marketing Materials and promoting the Prisync Solutions. Partner further agrees to comply with all such specifications and instructions.
2.4 (iii) Partner shall ensure that all Licensed Marks appearing on its Marketing Materials are in the form approved by Prisync in the Guidelines or otherwise, shall not modify any Prisync Marks or otherwise substantially modify other Marketing Materials contrary to reasonable instructions provided by Prisync, and shall further comply with reasonable instructions from Prisync as to the form, content, and display of Marketing Materials. Upon termination of this Agreement for any reason whatsoever, or upon written request by Prisync, the license granted herein shall expire and Partner shall immediately cease all its activities under this Agreement.
2.5 Liabilities. Partner shall be solely responsible for its operations in acting under this Agreement, including, without limitation, the legality of Partner’s operations and materials, created and used in connection with this Agreement. Except for a claim alleging that a Prisync Mark violates a third party’s trademark rights, Prisync is not responsible for the development, operation, or content of Partner’s Marketing Materials and Partner agrees to defend, indemnify and hold Prisync harmless against any and all claims, actions, causes of action, damages, or expenses (including attorney fees) relating to the development, operation, content, and maintenance of Partner’s Marketing Materials.
2.5 Customer Relations. During and after the Term, Prisync shall be the exclusive owner of all relations created via Partner among Prisync and Referrals with respect to the Prisync Solutions, including any and all information identifying Referrals who contract with Prisync for the use of the Prisync Solutions. The Master Agreement, Privacy Policy, and Prisync’s rules and procedures for the Prisync Solutions will apply to these Referrals and may be changed by Prisync without prior notice to Partner, and Partner agrees to convey to Referrals the nature of their relations with Prisync under the Master Agreement.
3. REVENUE SHARE AND COMMISSIONS.
“Revenue Share” mean Paid Customers (a) referred by Partner to Prisync and who complete the sign-up procedure in accordance with the procedure described in Section 3.2 below; (b) of whom Prisync has no record in connection with the Prisync Solutions, or who are not, at the time referred to Prisync by Partner, in any contractual relations or ongoing negotiations with Prisync in connection with the Prisync Solutions; (c) who accept the Master Agreement and acquire within ninety (90) days of being referred to Prisync by Partner, at a Referral’s own discretion and without receiving any monetary or other incentives from Partner, at least three (3) months of monthly subscriptions for any of the following Prisync Solutions Plans: Professional, Premium, Platinum and make at least three payments to receive Prisync Services.
3.1 Referral Procedure. Each Referral shall be referred to Prisync by Partner through Prisync’s signup page URL provided with UTM tags by Prisync to Partner. Prisync shall be responsible for the sales process to all Referrals, subject to the Parties’ continued good-faith cooperation in promoting the sales process to Referral.
3.2 Commissions.
Responsibilities. Prisync shall collect all fees from Referrals who become Paid Customers for the Prisync Services directly from Referrals (“Subscription Fees”).
3.2 (i) Referral Fees. Upon a Referral becoming a Paid Customer, Prisync shall pay Partner referral fees in arrears at the applicable percentage of the fees listed on Exhibit B (“Referral Fee Percentage”) (excluding any discounts) payable by the Paid Customer pursuant to their initial order under the Master Agreement for the first three months of the associated subscription (“Referral Fees”). For initial orders that have subscription terms in excess of three (3) months, Referral Fees payable with respect to the first three months shall be determined proportionately to the total Subscription Fees payable pursuant to the initial order. For clarity, Partner shall only receive Referral Fees on a Paid Customer’s first three orders and Referral Fees will accrue and be payable for, at most, one year from the date of becoming a Paid Customer. Such Referral Fees shall become payable and be paid to Partner within thirty (30) days of the end of the calendar quarter in which Subscription Fees attributed to such Paid Customers are paid to Prisync. If a Paid Customer terminates the services prior to three months after becoming a Paid Customer, Partner will only receive a pro-rata portion of the Referral Fees for the year in proportion to the Subscription Fees paid by Paid Customer to Prisync. The Referral Fee Percentage for a Paid Customer shall be calculated at the time of payment based on the projected monthly revenue rate (“MRR”) of Paid Customer Subscription Fees. MRR and the corresponding Referral Fee Percentage shall be calculated on a per Paid Customer basis with the Referral Fee Percentage set in accordance with the MRR of the Paid Customer. For each Paid Customer, Referral Fees to Partner shall be capped at the amounts listed on Exhibit B for the applicable Referral Fee Percentages (“Maximum Payment”).
3.2 (ii) Associated charges. Partner shall be responsible for payment of all taxes, duties, governmental charges, and other like charges levied on the Referral Fees, and Partner shall indemnify, defend and hold Prisync harmless from and against any claims arising out or relating to all charges emanating from Prisync’s payment of Referral Fees.
4. TERM AND TERMINATION.
Initial Term. This Agreement shall become effective as of the Effective Date and shall continue for twelve (12) months thereafter (“Initial Term”) unless Prisync rejects Partner’s application to participate in the Program.
4.1 Renewal Term. Following the expiration of the Initial Term, this Agreement will be automatically renewed for additional consecutive terms of twelve (12) months (each, a “Renewal Term”), unless a Party gives written notice of termination to the other Party at least thirty (30) days prior to the end of the Initial Term or any Renewal Term.
4.2 Early Termination.
4.2 (i) Without Cause. Prisync shall have the right to terminate this Agreement at any time for any or no reason by giving ten (10) days’ prior written notice to Partner.
4.2 (ii) For Cause. Either Party may terminate this Agreement at any time, effective immediately upon written notice to the other Party who has materially breached this Agreement, provided that prior to terminating this Agreement the terminating Party shall provide written notice of such material breach and thirty (30) days’ opportunity for the breaching Party to cure such breach.
4.3 Effect of Termination. From and following the date of termination of this Agreement Partner’s rights under this Agreement shall terminate, and Partner shall not be entitled to receive any Referral Fees or any other payments under this Agreement other than commissions or payments earned or accrued prior to termination of this Agreement.
5. GENERAL.
Modification of Agreement. Prisync may modify this Agreement from time-to-time at its reasonable discretion by posting a change on the Site or notifying Partner via email. If Partner objects to any such change, Partner may terminate this Agreement for cause. Partner’s continued participation in the Program following receipt of notice about changes to this Agreement shall constitute binding acceptance of this Agreement as amended.
5.1 Assignment. Prisync may assign this Agreement at any time. Partner may not assign or transfer this Agreement without Prisync’s prior written consent, such consent not to be unreasonably withheld.
5.2 Intellectual Property Rights. All intellectual property rights (such as but not limited to trademarks, trade names, logos, patents, copyrights, domain names, and derivative rights) in Prisync Marks, the Prisync Solutions, and related content and technology around the world (“Prisync IP Rights”) are and will remain the exclusive property of Prisync and its subsidiary companies. The License granted by Prisync to Partner under Section 1 of the Business Terms is granted solely under the terms of this Agreement and in furtherance of its objectives. Partner’s right to use the Licensed Marks is at the discretion of Prisync and is subject to Partner’s compliance with the terms of this Agreement, Guidelines, and with all applicable laws and regulations. Partner agrees to (a) not use any Prisync IP Rights in any manner reasonably likely to breach this Agreement; (b) not do anything contesting or impairing any Prisync IP Rights; (c) not create or obtain any intellectual property rights (such as but not limited to trademarks, trade names, logos, patents, copyrights, domain names, and derivative rights) that are substantially similar to any Prisync IP Rights; (d) promptly notify Prisync of any unauthorized use of any Prisync IP Rights of which Partner has actual knowledge; and (e) always use the Licensed Marks and any other Prisync Marks in compliance with the Guidelines. Prisync may perform periodic reviews of any Marketing Materials presented by Partner and shall have the exclusive authority and discretion to order the removal and/or amendment of any Marketing Materials presented by Partner.
5.3 No Waiver. Either Party’s failure to enforce the other Party’s strict performance of any provision of this Agreement will not constitute a waiver of the first Party’s right to subsequently enforce such provision or any other provision of this Agreement.
5.4 Limited Warranty. Both Parties warrant that at all times during the Term they will comply with all applicable laws, regulations, codes of practice, as well as this Agreement, the Master Agreement, Privacy Policy, and Guidelines. During the Term and after the termination of this Agreement for any reason whatsoever, Partner expressly undertakes not to do anything that might reasonably be expected to damage the business, interests, or reputation of Prisync and will not make, publish or allow to be made or published any disparaging remarks concerning Prisync, its representatives, or the Prisync Solutions.
5.5 Disclaimer of Warranty. Other than Prisync’s express warranty under the previous subsection 5.5, Prisync makes no other warranty, express or implied, of any kind and Prisync expressly disclaims any and all warranties and conditions, including but not limited to any implied warranty of merchantability, fitness for a particular purpose, availability, security, title, and/or non-infringement of the subject matter of this Agreement.
5.6 LIMITATION OF LIABILITY. NEITHER PRISYNC NOR ANY OFFICER, EMPLOYEE, DIRECTOR OR ANY OTHER REPRESENTATIVE OF PRISYNC SHALL BE LIABLE TOWARDS PARTNER OR TOWARDS ANY THIRD PARTY, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS TERMINATION, IN CONTRACT, PRE-CONTRACT, TORT OR OTHERWISE FOR (A) ANY ECONOMIC LOSS (INCLUDING LOSS OF REVENUES, PROFITS, CONTRACTS, BUSINESS OR ANTICIPATED SAVINGS) OR (B) ANY LOSS OF GOODWILL OR REPUTATION. SUCH LOSSES INCLUDE, WITHOUT LIMITATION, ANY SPECIAL, INDIRECT, INCIDENTAL, STATUTORY, PUNITIVE OR CONSEQUENTIAL LOSSES OR DAMAGES AS WELL AS ANY LOSSES OR DAMAGES CAUSED BY INTERRUPTION OF OPERATIONS. NOTWITHSTANDING ANY OTHER CIRCUMSTANCES OR UNDERSTANDINGS SURROUNDING ANY RELATIONS AMONG THE PARTIES, PRISYNC’S ENTIRE LIABILITY TO PARTNER UNDER THIS AGREEMENT SHALL NOT EXCEED $1000 U.S. FOR ANY AND ALL CLAIMS FOR DAMAGES OF ANY KIND MADE BY PARTNER UNDER THIS AGREEMENT, AND BY ENTERING THIS AGREEMENT PARTNER RECOGNIZES THE LIMITATIONS HEREIN ON PRISYNC’S LIABILITY.
5.6 Independent Contractors. The Parties herein act on their own behalf as independent contractors. Nothing in this Agreement shall create any joint venture, agency, franchise, sales representative, employment or any other relationship between the Parties beyond the relations set out in this Agreement, and Partner is expressly precluded from acting on Prisync’s behalf. Partner’s display of Licensed Marks under this Agreement, other content presented by Partner, or contact among Partner and third parties shall not misrepresent the relations described herein.
5.7 Indemnification. Partner will indemnify, defend and hold Prisync and its subsidiaries, affiliates, officers, and employees (the “Prisync Indemnified Parties”) harmless from and against any and all costs, liabilities, losses, and expenses (including but not limited to reasonable attorneys’ fees) resulting from any claim, suit, action, demand or proceeding brought by any third party against the Prisync Indemnified Parties arising from any of the following: (a) a breach of the Agreement by Partner; (b) the negligence, gross negligence or willful misconduct of Partner or its employees, agents or contractors; or (c) a failure by Partner or its employees, agents, contractors or invitees to comply with the laws and regulations referenced hereinbefore.
5.8 Confidential Information and Prohibition on Raiding. Each of the Parties guarantees that all information of a confidential nature received from the other Party before, during, and after the conclusion of the Agreement shall remain confidential. Information shall in any event be considered confidential if related to pricing, discounts, Referrals’ information or if designated as confidential by either of the Parties. Neither Party shall for the duration of this Agreement and for two (2) years after termination thereof hires, employ or solicit any employee of the other Party, or have such employee work for such Party either directly or indirectly.
5.9 Force Majeure. A Party shall not be obliged to perform any of its obligations herein if it is prevented from doing so by a situation of force majeure. “Force majeure” events shall include events beyond the reasonable control of the Parties, including acts of God, acts of government, acts of nature, strikes or riots, as well as an improper performance by Prisync’s suppliers or defects in objects, materials, or software of third parties. If a situation of force majeure lasts for more than thirty (30) days, either Party may terminate this Agreement upon written notice to the other Party.
5.10 Entire Agreement; Severability. This Agreement represents the entire agreement among the Parties regarding the subject matter hereof and the Parties’ respective obligations and commitments herein. No other documents or oral or written agreements among the Parties reflect in any way on the agreements laid out in this Agreement. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.
5.11 Anti-Bribery and Export Compliance. Partner agrees not to promote, approach, or submit Referrals, or use distribute, transfer, provide, sub-license, share with, or otherwise offer the Solutions in violation of any Laws or this Agreement, including, without limitation, the United States Foreign Corrupt Practices Act, the UK Bribery Act and similar anti-corruption statutes in all jurisdictions. Without limiting the foregoing, Partner will not knowingly directly or indirectly export, re-export, transfer, make available or release (collectively, “Export”) the Solutions to any destination, person, entity, or end-use prohibited or restricted under US law without prior US government authorization to the extent required by regulation, including without limitation, any parties listed on any of the denied parties lists or specially designated nationals lists maintained under the EAR or the Security, and the Foreign Asset Control Regulations (31 CFR 500 et seq.) administered by the US Department of Treasury, Office of Foreign Assets Control without appropriate US government authorization to the extent required by regulation. Compliance with the trade laws of other countries pertaining to the Export, import, use, or distribution of the Solutions to Customers and End Users is Partner’s responsibility. Partner agrees to complete, and return to Prisync, Prisync’s Partner Questionnaire within ten (10) business days of the Effective Date or the date the materials are supplied to You. Further, Partner agrees to the Acknowledgement of Prisync’s Global Anti-Corruption Policy attached as Exhibit C to the Agreement and to complete updated compliance certifications as requested by Prisync from time to time.
5.12 Non-Disparagement. During the Term and for five (5) years thereafter, Partner agrees that it will not disparage Prisync or any of its officers, directors, or employees or otherwise take any action that could reasonably be expected to adversely affect Prisync’s reputation. For purposes of this Agreement, “disparage” shall mean any negative statement, whether written or oral, about Prisync or any its officers, directors, or employees. The Parties agree and acknowledge that this non-disparagement provision is a material term of this Agreement, the absence of which would have resulted in the Prisync refusing to enter into this Agreement.
5.13 Parties’ Expenses. The Parties shall each carry and pay all their respective costs, charges, and expenses incurred by it in the performance of this Agreement, except as otherwise may be agreed upon by the Parties in writing in advance.
5.14 Notices. All notices relating to this Agreement shall be delivered via email (with return receipt) or next-day mail to the addresses detailed in the Cover Page.
5.15 Governing Law; Jurisdiction; Dispute Resolutions. This Agreement shall be governed by the laws of Istanbul, Turkey, without giving effect to any principles of conflicts of law. Jurisdiction shall lie exclusively in the District Courts of Istanbul, Turkey. The sole and exclusive jurisdiction and venue for any litigation arising out of this Agreement shall be an appropriate federal or state court located in Istanbul, Turkey, and the Parties agree not to raise, and hereby waive, any objections or defenses based upon venue or forum non-conveniens. Prior to initiating any legal action arising under or relating to this Agreement, a Party shall provide the other party written notice of a dispute and the Parties shall actively and in good faith negotiate with a view to speedy resolutions of such dispute within ten (10) business days of the receipt of such notice.
Exhibit A
Permitted Prisync marks for use by Partner
Logos: Licensed Marks to be provided to Partner by Prisync.
Exhibit B
Referral Fees
Referral Fee Table to be provided to Partner after signing up for the Prisync Referral Program.