Referral Agreement

IMPORTANT! THIS COPPER REFERRAL AGREEMENT (“REFERRAL AGREEMENT”) GOVERNS YOUR PARTICIPATION IN THE Copper REFERRAL PARTNER PROGRAM. THIS AGREEMENT WILL BE LEGALLY BINDING WHEN YOU CLICK THE “AGREE” BUTTON. CAREFULLY READ THIS AGREEMENT BEFORE CLICKING “AGREE.”

YOU REPRESENT THAT YOU HAVE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF YOUR COMPANY (OR OTHER LEGAL ENTITY). IF YOU DO NOT HAVE SUCH AUTHORITY, OR YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS IN THE REFERRAL AGREEMENT, DO NOT CLICK THE “AGREE” BUTTON OR COMPLETE THE APPLICATION FOR PARTICIPATION IN THE COPPER REFERRAL PARTNER PROGRAM.

COPPER REFERRAL AGREEMENT

This Referral Agreement is made and entered into by and between Copper CRM, Inc. with a principal place of 221 Main Street, #1350, San Francisco, CA 94105, USA ("Copper”) and individual or legal entity registering a Copper referral account (“Partner”) as of the earlier of (i) the date of Copper accepts Partner’s enrollment in the Program as established by an email notification to Partner and (ii) the date of Copper’ acceptance of your application (the “Effective Date”).

1. Referrals.

Copper appoints Partner as a non-exclusive referral partner for the Copper’ products and services specified on Schedule A. Partner agrees to use commercially reasonable efforts to refer prospective customers with which Copper or its partners do not have a pre-existing relationship (a “Lead”) to Copper in accordance with terms of this Referral Agreement. The financial and payment terms associated with this Referral Agreement are set forth on Schedule A. Each party acknowledges that this Referral Agreement does not create an exclusive agreement between the parties. Notwithstanding the foregoing, once Partner establishes a Lead, it will not refer a direct competitor of Copper to such Lead.

2. Licenses.

2.1 Trademark. Subject to the terms and conditions of this Referral Agreement and during the term of this Referral Agreement, Copper hereby grants Partner, a non-exclusive, nontransferable, royalty-free, worldwide license to display the Copper trademarks specified by Copper solely as necessary to perform the marketing and referral obligations described herein. Any use of the other Copper’ trademarks shall be subject to Copper’ right to review and approve or reject in advance each proposed use, and shall conform with any trademark usage guidelines, policies, or requirements provided by Copper and will accrue to the benefit of Copper. Partner will not take any action that would conflict with or be contrary to the Copper’ rights and interest in its trademarks. Copper does not authorize Partner’s use of any of Copper’ trademarks or service marks to promote or use for search engine ranking or ad word purchase or as part of a trade name, business name or Internet domain name without Copper’ prior written consent. If Partner registers or otherwise obtains rights to marks (as trademarks, service marks, URLs, company names or otherwise) in violation of this Referral Agreement, Partner will, at its own expense, transfer and assign such rights to Copper, and execute all documents reasonably requested by Copper to facilitate such assignment or transfer. Nothing contained herein shall be deemed to grant either party any right, title or interest in or to the other’s trademarks other than the license granted herein. Partner acknowledges that Copper is the sole and exclusive owner of its trademarks.

2.2 Feedback. In the event that Partner provides Copper with suggestions, enhancement requests, recommendations, proposals, documents, or other feedback (collectively, “Communications”), Partner grants to Copper a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, modify, reproduce, distribute, display, publish and perform such Communications without compensation to Partner or attribution of any kind.

2.3 Reservation of Rights. All licenses not expressly granted in this Referral Agreement are reserved by Copper and no other licenses, immunity or rights, express or implied are granted by Copper, by implication, estoppel, or otherwise.

3. Confidentiality.

From time to time Copper may disclose or make available to Partner, whether orally or in physical form, confidential or proprietary information concerning Copper, or its business, vendors, customers, products or services and those of its related corporate entities in connection with this Referral Agreement (collectively “Confidential Information”). Examples of Confidential Information include, but are not limited to, Copper’ customer lists, pricing policies, market analyses, market projections, consulting and sales methods and techniques, expansion plans, personnel information, financial information, programs, program decks, routines, subroutines, operating systems, object and source codes, this Referral Agreement and its terms, and any other information which is information either identified as being confidential information or which is information that a reasonable business person would understand to be confidential information. Partner agrees that during the term of this Referral Agreement and thereafter: (i) it will use Confidential Information solely for the purpose(s) for which such material or information was provided and for no other purpose whatsoever; and (ii) it will take all reasonable precautions to ensure that it does not disclose Confidential Information to any third party (other than it’s employees or professional advisors on a need-to-know basis who are bound by obligations of nondisclosure and limited use at least as stringent as those contained herein) without first obtaining Copper’ written consent. Upon request by Copper, Partner will return all copies of any Confidential Information. Partner shall be responsible for any breach of this Section by its employees, representatives, and agents. Upon termination of this Referral Agreement for any reason, or upon written request from Copper, Partner will immediately return any and all tangible materials containing Confidential Information. Following termination of this Referral Agreement, Partner shall remain obligated not to use, reproduce, disclose or provide such items or information to third parties without the prior written permission of Copper. For the avoidance of doubt, any information generated or obtained by Copper or its products and services from a Lead will be Copper’ Confidential Information, and Partner may not may not store, link, or associate such data, in any form.

4. Publicity.

Partner will not issue any press release or other public communication relating to Copper or this Referral Agreement without the express prior written consent of Copper.

5. Term and Termination.

5.1 Term. The initial term of this Referral Agreement will be one (1) year from the Effective Date. This Referral Agreement shall automatically renew for additional one (1) year terms, unless either party provides the other with written notice of its intent to terminate the Referral Agreement.

5.2 Breach. Either party may terminate this Referral Agreement upon thirty (30) days written notice to the other party in the event of a breach of any provision of this Referral Agreement by the other party, provided that, the breaching party fails to cure the breach within 30 days following notice of the breach.

5.3 Bankruptcy. Either party may terminate this Referral Agreement if the other party becomes insolvent, makes any assignment for the benefit of creditors, goes to liquidation or has a receiver or trustee appointed for the benefit of creditors, whether voluntary or otherwise, or seeks the protection of, or has a proceeding instituted against it, under the bankruptcy code, or any similar statute.

5.4 Convenience. Either party may terminate this Referral Agreement upon giving ten (10) days prior written notice to the other party.

5.5 Effect of Termination. In the event that Copper terminates this Referral Agreement pursuant to Section 5.4, Copper will continue to make payments to Partner in accordance with Schedule A hereto. The following provisions will survive expiration or termination of this Referral Agreement: Sections 2.2, 2.3, 3, 4, 5.5, and 7 - 9.

6. Representations and Warranties.

Partner represents and warrants that (i) its agreement to this Referral Agreement and the performance of any work and delivery of any services will not conflict with or violate any commitment, agreement or understanding Partner has or will have with any other person or entity, including in Partner’s privacy policy, (ii) there is nothing that will prevent Partner from performing its obligations under the terms and conditions imposed on it by this Referral Agreement, (iii) Partner will comply with the highest standards of ethics while performing its obligations under this Referral Agreement, (iv) Partner will not misrepresent Copper’ products and services to any third party, and Partner may not make any unauthorized modifications, (v) Partner will not reverse engineer, disassemble, decompile or attempt to derive source code of any Copper product or service or content, and (vi) Partner will not modify any tracking mechanism provided by Copper for the purpose of tracking Leads. The parties represent and warrant that this Referral Agreement has been duly authorized and constitutes a valid obligation, binding and enforceable in accordance with the terms hereof.

7. Disclaimer of Warranties.

EXCEPT FOR THE WARRANTIES EXPRESSLY PROVIDED IN THIS REFERRAL AGREEMENT, THE PARTIES SPECIFICALLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. ALL INFORMATION PROVIDED BY Copper TO PARTNER IS PROVIDED “AS IS.”

8. Limitations of Liability.

EXCEPT FOR BREACHES OF SECTIONS 3 (CONFIDENTIALITY), BREACHES OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, OR PARTNER’S BREACHES OF SECTIONS 6, 9.5 AND 9.6, NEITHER PARTY WILL BE LIABLE FOR ANY LOSS OF USE, LOSS OF DATA, INTERRUPTION OF BUSINESS, DOWNTIME, LOST PROFITS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. EXCEPT FOR BREACHES OF SECTIONS 3 (CONFIDENTIALITY), BREACHES OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, AMOUNTS PAYABLE UNDER THIS REFERRAL AGREEMENT, OR PARTNER’S BREACHES OF SECTIONS 6, 9.5 AND 9.6, IN NO EVENT WILL EITHER PARTY’S LIABILITY TO THE OTHER UNDER THIS REFERRAL AGREEMENT EXCEED THE REFERRAL PAYMENTS PAID OR DUE TO PARTNER FOR THE PRECEDING SIX MONTHS. THE PARTIES ACKNOWLEDGE AND AGREE THAT THIS SECTION IS AN ESSENTIAL ELEMENT OF THIS REFERRAL AGREEMENT AND THAT IN ITS ABSENCE THE ECONOMIC TERMS OF THIS REFERRAL AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT. THIS SECTION IS SEVERABLE AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS REFERRAL AGREEMENT.

9. Miscellaneous.

9.1. Independent Contractor. This Referral Agreement does not create any joint venture, partnership, agency, or employment relationship between the parties. Partner and Copper are independent contractors with respect to one another under the terms of this Referral Agreement. Neither Party shall have the authority to legally bind the other party to any contract, proposal, or commitment or to incur any debt or create any liability on behalf of the other. Partner will not in any way express or imply that any opinions contained in Partner’s promotional activities are endorsed by Copper, unless such promotional activities have in advance been endorsed in writing by Copper.

9.2. Force Majeure. Neither party shall be liable for any loss or delay resulting from any force majeure event, including, but not limited to, acts of God, fire, natural disaster, terrorism, labor stoppage, war or military hostilities, criminal acts of third parties, and any payment date or delivery of service date shall be extended to the extent of any delay resulting from any force majeure event.

9.3. Notice. The parties agree that all notices that may or must be given under the provisions of this Referral Agreement shall be delivered by email, facsimile, or hand-delivery. Notices to Copper shall be directed to the then-current relationship manager. Notices to Partner shall be directed to the contact information provided by Partner to Copper. All notices shall be effective the next business day after sending.

9.4. Assignment. This Referral Agreement shall inure to the benefit of and bind the parties hereto, their successors and assigns, but neither party may assign this Referral Agreement without written consent of the other, except such consent is not required for Copper to assign this Referral Agreement in connection with a change of control, merger, acquisition, or sale of substantially all of Copper’ assets.

9.5 Compliance. Partner agrees to comply with all applicable local, state, federal, and foreign laws, treaties, regulations, and conventions in connection with its use or promotion of Copper’ products and services, including without limitation those related to export, privacy, electronic communications, and anti-spam legislation. Without limiting the foregoing, Partner may not use any Copper content including any Copper trademark or logo in any electronic message unless (a) Partner has received the express written authorization of Copper to use email or other electronic messages to promote the Copper product or service, (b) any and all such electronic messages comply in all respects with this Referral Agreement and any and all applicable laws, including the requirements of the Can Spam Act of 2003 (Public Law No. 108-187), and (c) no electronic message initiated or sent by Partner or on Partner’s behalf may identify Copper or any Copper’ affiliate as a sender or sponsor of such electronic message. Partner acknowledges and agrees that any Lead that registers to use Copper’ products or services will be required to agree to, and will be by, the then-current Copper privacy policy (https://www.copper.com/privacy) and terms of service (https://www.copper.com/tos).

9.6 FCPA. Partner acknowledges that any sums paid to it under this Referral Agreement are for its own account and that, except as appropriate to carry out its duties set forth herein in a legal manner, Partner did not, has no obligation to, and will not, directly or indirectly, give, offer, pay, promise to pay, or authorize the payment of money or anything of value to any other person in connection with the performance of its referral activities hereunder. In particular, without limitation, Partner agrees not to take any actions that would cause Partner or Copper to violate the United States Foreign Corrupt Practices Act or any other anti-bribery law.

9.7. Headings. The headings of the Sections of this Referral Agreement are intended for convenience only, and will not affect the intent, scope, or meaning of any provision of this Referral Agreement.

9.8. Governing Law. This Referral Agreement shall be governed in accordance with the laws of the State of California (without regard to the conflicts of laws provisions thereof). The UN Convention on the International Sale of Goods does not apply to this Referral Agreement. The sole jurisdiction and venue for actions related to the subject matter hereof shall be the state and federal courts located in San Francisco, California and each party consents to the jurisdiction of such courts with respect to any such action.

9.9. Integration. This Referral Agreement (and any Schedules or Exhibits hereto) represent the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior discussions and agreements between the Parties and is intended to be the final expression of their Referral Agreement. It shall not be modified or amended except in writing signed by both Parties, provided that Copper will be entitled to modify this Referral Agreement upon ten (10) days prior written notice to Partner. In the event of an express conflict between the terms of this Referral Agreement and the terms of any Schedule or Exhibit, this Referral Agreement controls. If any provision is held by a court of competent jurisdiction to be contrary to law, such provision shall be limited or eliminated to the minimum extent necessary so that this Referral Agreement shall otherwise remain in full force and effect. This Referral Agreement shall not modify or amend any other agreement between Copper and Partner with respect to the subject matter of such other agreement.

SCHEDULE A

REFERRAL TERMS

Definitions:

“Service” means the Customer Relationship Management (CRM) service made available by Copper.

“Territory” means worldwide, subject to applicable laws including any U.S. export laws.

“User Fraud” means any transaction that is fraudulent, invalid, unauthorized, illegal, lacking sufficient documentation, generated by a bot, automated program, hidden frame, or redirect, or not otherwise bona-fide as reasonably determined by Copper.

1. Qualifying Leads:

1.1 Partner will only promote and market the Service to Leads in the Territory.

1.2. Partner will be provided with a unique URL (“Link”) in order to direct Leads to a website designated by Copper for registering for a subscription for the Service. Copper may update Partner’s Link from time to time, and Partner agrees to use only the most current Link. Copper will have no liability for Lead referred by Partner through use of an outdated Link.

1.3 Copper may decline a Lead for any reason. In the event Copper declines a Lead, Partner will not promote and market the Service to such entity.

1.4 Copper will exclusively control and manage the negotiation and execution of any definitive agreements with the Lead.

1.5 Partner shall be solely responsible for and shall bear all costs associated with Partner’s development of any Leads.

1.6 Partner will provide Copper with all available non-confidential information related to a Lead in order to assist Copper successfully soliciting the Lead to purchase a subscription to the Service. Copper may, but is under no obligation to, provide sales and marketing materials and informal training to Partner.

2. Referral Payments.

2.1. Provided that Partner is in compliance with the Referral Agreement and unless otherwise agreed by Copper in writing (including by email from an authorized representative of Copper), Copper will pay Partner a one-time commission equivalent to one month’s subscription fees actually received by Copper from a Lead registering for a subscription for the Service via the Link after a Lead has paid Copper for three (3) months of access to the Service, minus any taxes, subsequently credited charges, write-offs, refunds or charge backs (“Referral Payment”). Copper will not make any Referral Payments (i) for upsells, consulting, training, professional, or third party services purchased by a Lead from Copper, or (ii) related to Use for Fraud.

2.2. Partner will use commercially reasonable efforts to provide at least ten (10) leads per calendar month to Copper. Copper or its representatives will track Leads and determine Referral Payment amounts earned by Partner hereunder. Copper’ records will be determinative for the purposes of the foregoing. In the event that Copper determines that Partner is in breach of this Section 2.2., or Partner fails to provide ten (10) Leads in a calendar month, Copper may, without penalty and without any additional payment obligation of any kind, terminate this Referral Agreement and Partner’s participation in the Copper referral partner program.

2.3 Within thirty (30) days after the end of each calendar quarter which Partner has submitted five (5) or more Leads, Copper will issue a reports to Partner by e-mail or other method communicated by Copper to Partner, which will show at a minimum the following information for each Lead referred by Partner: the date of submission or acceptance of the Lead, the actual revenue generated by such Lead which is eligible for a Referral Payment, and the Referral Payment earned by the Partner as a result. If Copper provides such report by email, Copper will send the report to the address identified on Partner’s application or subsequently provided to an authorized representative of Copper in writing. Copper will have no liability resulting from Partner’s failure to maintain updated contact information.

2.4 Promptly following receipt of the report described in Section 2.3, Partner will submit an invoice to Copper in accordance with instructions provided to Partner from time to time. Copper will make Referral Payments no later than 45 days following receipt of an accurate and undisputed invoice, after Partner has earned at least US$100 in Referral Payments. Referral Payments will be made in U.S. dollars and sent by Copper to Partner’s designated account in the Territory via ACH. Copper is not required to pay invoices received more than six months following Copper’ submission of a report to Partner in accordance with Section 2.3 of this Schedule A. Copper may offset any amounts due to Partner against amounts Partner owes to Copper under this Agreement or otherwise.

2.5 At Copper’ request, Partner will promptly complete and return to Copper applicable tax documentation and forms. Payments may be withheld if Copper does not timely receive such documentation and forms.