This Referral Fee Agreement (the “Agreement”), is entered into by and between People.ai, Inc., a Delaware corporation having its principal place of business at 303 Twin Dolphin Drive, 6th Floor, Redwood City, CA 94065 (“Company”), and you or your company, organization, or entity (“you” or “Referrer”, and together with Company, the “Parties”, and each, a “Party”). By sharing your Referral Link (defined below), you agree to be bound by the terms and conditions of this Agreement.
WHEREAS, Company is in the business of selling Software as a Service (“SaaS”) products for updating Customer Relationship Management (“CRM”) systems and improving sales cycles (the “Services”); and
WHEREAS, Company desires to engage Referrer to introduce to Company any potential customers for the Services (“Prospects”) and promote the Services, and Referrer desires to accept such engagement.
NOW, THEREFORE, in consideration of the premises set forth above and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
By sharing a Referral Link (defined below) with Prospects during the Term of this Agreement, you agree to enter into this Agreement. Company may in its sole discretion engage any other person or company to share a Referral Link with the Prospects.
2.1. Referrer Requirements
To be eligible to enter into this Agreement, you must (1) reside within the United States, (2) have an existing and valid PeopleGlass account, (3) be at least 21 years of age, and (4) be able to receive a Reward (defined below) if applicable.
2.2. Prospect Requirements
To receive a Reward for sharing an Referral Link with a Prospect, you and the Prospect must satisfy each of the below requirements:
- The Prospect must not yet be a user, existing customer, or former customer of the Services.
- The Prospect must be eligible to create a PeopleGlass account.
- The Prospect must use the Referral Link to register for the Services during the Termand must be in good standing with the Company. To be in good standing with the Company, the Prospect must sign up for a PeopleGlass account via the Referral Link using their Salesforce credentials and log into the PeopleGlass account at least once. If the Prospect registers for the Services via any method other than the Referral Link, the registration will not count as a referral and you will not earn a Reward for the registration.
- If a Prospect receives a Referral Link from multiple parties, only the party associated with the Referral Link with which the Prospect registers for the Services, irrespective of the time the Referral Links were sent to the Prospect, is eligible to receive the Reward.
- You may only refer the Prospect once.
- You may not be the Prospect.
- The Prospect must not be a user of the Services that you previously referred to the Service.
- The Prospect must not already be in the Company’s leads database at the time of your referral.
3. YOUR OBLIGATIONS
3.1. Referrer’s Obligations
You agree to:
- use your best efforts to (a) promote the Services to Prospects; and (b) satisfy all reasonable criteria and policies given in writing to you by the Company during the Term;
- to share the Referral Link in a manner that reflects favourably at all times on the Services, goodwill, and reputation of the Company;
- not to use the Company’s intellectual property, except as authorized in this Agreement;
- perform your obligations under this Agreement in accordance with all applicable laws and regulations, including without limitation, privacy, and anti-spam laws;
- avoid deception, misleading, or unethical representations or practices that are or may be detrimental to the Company or the Services, including but not limited to, distributing unsolicited marketing assets, or engaging in any activity that violates the Company’s policies;
- avoid activities that may diminish or tarnish the image or reputation of any of the Company’s trademarks, as determined solely by People.ai
- not to bid on any keywords or phrases that include any of the Company’s trademarks either in pay-per-click (PPC) or cost-per-acquisition (CPA) campaigns;
3.2. Inappropriate Behaviour.
Company may prohibit anyone from participating in this Agreement or receiving an Award if the Company determines the Referrer is attempting to undermine the fairness, integrity, or legitimate operations in any way by cheating, hacking, deception, or any other unfair practices determined solely at the discretion of Company. Company reserves the right to disqualify anyone, cancel Awards, disable or suspend an account,and contact law authorities (including law enforcement), if it should discover a user is tampering with the referral process or violating this Agreement. Referrals generated by any automated means including but not limited to scripts and macros will be disqualified. The Company reserves the right to cancel, change or suspend this Agreement at any time at the sole discretion of the Company.
4. REFERRAL PROCESS.
4.1. Referral link
Users selected to participate in the referral program will receive a unique, personalized link (“Referral Link”) via email. You may share the Referral Link with your network. As set forth herein, you may be eligible to receive a Reward when a Prospect registers for the Services in accordance with Section 2.2 (Prospect Requirements).
4.2. Referral Limitations
You are eligible to receive a Reward for the referral of no more than 20 Prospects. In no event shall the total value of the Rewards you receive pursuant to this Agreement exceed 500 USD.
5.1. Payment to Referrer
Subject to Section 4.2 (Referral Limitations), the Company shall pay Referrer a $25 USD Amazon gift card (“Reward”) for each Prospect referred to the Services by the Referrer that satisfies the requirements set forth in Section 2.2 (Prospect Requirements). The Company shall provide the Reward, if any, to you within 90 days of the Prospect satisfying the requirements set forth in Section 2.2 (Prospect Requirements). The Company shall email the Reward to the Referrer’s email address used to access the Services.
5.2. No Expenses; Taxes.
Except as expressly set forth herein, each party shall be responsible for any and all expenses incurred by such party in connection with its performance hereuner. Referrer will be responsible for any sales, use, or other taxes (other than taxes based on Company’s net income), and payment processing fees that may arise in connection with Referrer’s performance under this Agreement.
5.3. No Guarantee.
Referrer acknowledges and agrees that Company makes no representation or guarantee of any kind regarding revenue, business, profit, or Prospects under this Agreement.
6.1. License grant
Company grants no rights under this agreement to Referer to sublicense, resell, or otherwise distribute or provide the Services to Prospects or third parties or for subsequent sublicensing, resale, or other distribution to end users or other distributors.
6.2. Reservation of Rights.
Company reserves all rights not expressly granted in this Agreement, and does not transfer any title, right, or interest to any intellectual property rights contained in the Services.
Referrer acknowledges and agrees that Company maintains exclusive ownership of the Services; the Company’s trademarks; marking assets and updates, modifications, or derivative works thereof. All goodwill arising with respect to the use of the Services; the Company’s trademarks; and marking assets shall insure to Company’s exclusive benefit. Referrals will not attack, question, or contest the validity of Company’s ownership of the Company’s intellectual property, both during the Term and thereafter. Referrer will not remove, alter, or conceal any Company copyright or other proprietary notice displayed on the Services or marketing assets.
7. TERM AND TERMINATION
The term of this Agreement commences on the date of this Agreement and continues until terminated by the Company (“Term”). The Company reserves the right to, in its sole discretion, cancel, terminate, or modify this Agreement in a manner deemed appropriate by the Company at any time.
All non-public, confidential, or proprietary information of the Company, including, but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, and rebates, disclosed by the Company to Referrer, whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential,” in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized by Company in writing. Upon Company’s request, Referrer shall promptly return all documents and other materials received from Company. Company shall be entitled to injunctive relief for any violation of this Section 8 (Confidentiality). This section shall not apply to information that is: (a) in the public domain; (b) known to the Referrer at the time of disclosure; or (c) rightfully obtained by the Referrer on a non-confidential basis from a third party.
9.1. Referrer Representations and Warranties.
Referrer warrants to Company that: (i) Referrer has all consents, permissions, or licenses necessary to perform its obligations under this Agreement, and (ii) Referrer shall make no representations or warranties with respect to the Services except as expressly permitted in this Agreement and shall not alter or enlarge such representations or warranties.
9.2. Warranty Disclaimer.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, EACH PARTY HEREBY DISCLAIMS ALL OTHER WARRANTIES EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. TO THE EXTENT EITHER PARTY MAY NOT, AS A MATTER OF APPLICABLE LAW, DISCLAIM ANY WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY SHALL BE THE MINIMUM PERMITTED UNDER SUCH LAW.
Referrer shall defend, indemnify, and hold harmless the Company, and any of its directors, officers, and shareholders, against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorney fees, fees and the costs of enforcing any right to indemnification under this Agreement, arising out or resulting from any claim of a third party related to its obligations under this Agreement.
11.1. Independent Contractor.
Referrer is an independent contractor of Company, and this Agreement shall not be construed to create any association, partnership, joint venture, employee, or agency relationship between Referrer and Company for any purpose. Referrer has no authority (and shall not hold itself out as having authority) to bind Company and Referrer shall not make any agreements or representations on Company’s behalf without Company’s prior written consent. Referrer shall be responsible for, and shall indemnify Company against, all such taxes or contributions, including penalties and interest. Referrer shall be solely responsible for all costs or expenses that it may incur in the performance of its activities under this Agreement.
11.2. Governing Law
This Agreement and all matters arising out of or relating to this Agreement are governed by, and construed in accordance with, the laws of the State of California, without regard to the conflict of laws provisions of such State. Any legal suit, action, or proceeding arising out of or relating to this Agreement must be instituted in the federal courts of the United States of America or the courts of the State of California, in each case located in the City of San Francisco and County of San Francisco, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
Referrer shall not assign, transfer, delegate, or subcontract any of its rights or obligations under this Agreement without the prior written consent of the Company. Any purported assignment or delegation in violation of this Section shall be null and void. Company may at any time assign, transfer, or subcontract any or all of its rights or obligations under this Agreement without Referrer’s prior written consent. This Agreement will inure to the benefit of and be binding upon each of the Parties and each of their respective permitted successors and permitted assigns.
If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
11.5. Entire Agreement
This Agreement constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
Last Updated: March 10, 2022