Terms and Conditions
1. Partners. During the Term of the Partner Program and subject to the terms and conditions hereof (this “Agreement”), (i) your business (“Referral Partner”) shall use reasonable efforts to recommend Ressio, Inc. (“Ressio”)’s services (the “Services”) to prospective customers and businesses (the “Clients”) and Ressio shall provide the following benefits to Referral Partner:
- Referral Fees: Referral Partner can earn Commissions as further described in Section 2 below.
- Growth Opportunity: For $100/month (or $1,000/year), Ressio will promote Referral Partner’s services with a listing on the Ressio website partner page and Referral Partner will receive their own Ressio sandbox account to explore the platform and subject to Ressio’s Terms of Service.
- Promotional Content: Ressio will announce Ressio’s partnership with Referral Partner on Ressio’s social media accounts, showcasing Referral Partner’s brand and contribution to the construction industry. Referral Partner shall also receive a promotional kit of marketing materials, badges, and content to proudly display.
- Community: Referral Partner can connect with other builders and industry leaders in Ressio’s community forum.
2. Referral Fees. For purposes of this Agreement, “Clients” shall not include Referral Partners or their affiliates. If a Client is first introduced to Ressio and engages Ressio for the Services as a direct result of an introduction by the Referral Partner, as evidenced by a written agreement specifying the Client’s purchase of the Services, which remains active for at least 30 days (each, an “Engagement”), Ressio shall pay to the Referral Partner a commission of $500 for such Engagement (the “Commission”). Any Commissions payable by Ressio with respect to Engagements shall be paid within 14 days after the end of such calendar quarter with a statement of calculations provided. For the avoidance of doubt, Ressio shall have no obligation to pay Commissions on Clients who were already existing clients of Ressio prior to the Engagement.
3. Term of Agreement. The term of this Agreement (the “Term”) shall commence on the application effective date and shall remain in effect until terminated by either Ressio or Referral Partner (each, a “Party”) by delivery of 30 days’ prior written notice. Either Party may terminate this Agreement immediately upon a material breach hereof by the other Party.
4. Expenses. Referral Partner shall pay its own costs and expenses in connection with this Agreement.
5. Relationship with Clients. Referral Partner acknowledges and agrees that Ressio shall retain full rights to own and manage its relationships with Clients, and the entering into this Agreement shall not be deemed to limit in any way the ability of Ressio to conduct other business with a Client. Ressio shall be free to pursue business opportunities with any Client at its discretion. The prices, terms, and conditions under which Ressio offers or sells its Services shall be determined by Ressio in its sole discretion and are subject to change at any time with or without notice to the Referral Partner. Ressio shall have the authority to control all discussions and negotiations regarding any proposed or actual offering or sale of its Services. Nothing in this Agreement shall obligate Ressio to accept any proposed Engagement or offer or sell any services or consummate any transaction with any Client. Ressio may terminate any negotiations or discussions at any time for any reason or no reason and has the right not to proceed with any sale of Services without any liability or obligation to pay compensation to the Referral Partner.
6. Relationship of the Parties. The Referral Partner is an independent contractor with respect to one another. Accordingly, Referral Partner may not state, imply or otherwise infer that Referral Partner and Ressio are equity partners, joint venturers or otherwise tied or related. Nothing contained in this Agreement shall be construed as creating a partnership, joint venture, employment or other agency or employment relationship between the Parties or any of their affiliates or related entities. This engagement is not exclusive. Referral Partner is solely responsible for its respective taxes, withholdings and other similar statutory obligations. Referral Partner has no authority, whether apparent, actual, ostensible or otherwise, to act on behalf of Ressio or to enter into any contract, incur any liability or impose any legal obligation or to make any representation on behalf of Ressio. Referral Partner shall not undertake to perform any obligation of Ressio, whether regulatory or contractual, or to assume any responsibility for Ressio’s business or operations.
7. Limited License. Subject to the terms and conditions of this Agreement, Ressio hereby grants to the Referral Partner during the Term a limited, non-exclusive, non-transferrable, non-sublicenseable, license to use its name and trademark (the “Marks”) solely in connection with the direct promotion of its Services to the Clients. For the avoidance of doubt, the foregoing license does not include any right to publicly publish or distribute materials that include the Marks (other than as set forth in the prior sentence) or alter or otherwise create derivatives of the Marks in any way, except as otherwise may be agreed in writing by Ressio. Except with respect to the Marks as set forth in this Section, Referral Partner is not granting or conveying any intellectual property right of Ressio to the Referral Partner, including with respect to the Services.
8. Representations. Referral Partner represents and warrants to Ressio that (a) it has the full right, power, and authority to enter into this Agreement and perform all of its obligations under this Agreement without any restriction by any other agreement, document, restrictive covenant or other restriction, and (b) that it will abide by all applicable laws and regulations in the conduct of this Agreement.
9. No Third Party Beneficiaries. Nothing contained in this Agreement, expressed or implied, is intended or shall be construed to confer upon or give to any person, firm, corporation or legal entity, other than the Parties, any rights, remedies or other benefits under or by reason of this Agreement.
10. Governing Law. All questions concerning the validity or intention of this Agreement or relating to performance under this Agreement shall be resolved under the laws of the State of Delaware, without regard to choice or conflicts of law principles. The Parties hereby irrevocably submit to the exclusive jurisdiction of any Delaware state or federal court sitting in Delaware in respect of any suit, action or proceeding arising out of or pertaining to this Agreement and irrevocably accepts for itself and in respect of its property, generally and unconditionally, jurisdiction of the foregoing courts. The Parties hereby irrevocably waive, to the fullest extent under applicable law, any objection that such Party may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that such suit, action or proceeding has been brought in an inconvenient forum.
11. Non-Waiver; Remedies. No failure by Ressio to insist upon strict compliance with any term of this Agreement or to exercise any option, enforce any right, or seek any remedy upon any default of Referral Partner shall affect, or constitute a waiver of, the Ressio’s right to insist upon that strict compliance, exercise that option, enforce that right, or seek that remedy with respect to that default or any prior, contemporaneous, or subsequent default. No custom or practice of Ressio at variance with any provision of this Agreement shall affect, or constitute a waiver of, Ressio’s right to demand strict compliance with all provisions of this Agreement. All rights and remedies of Ressio under this Agreement shall be cumulative and in addition to all other rights and remedies which may be available to Ressio from time to time, whether under any other agreement, at law or in equity.
12. Complete Agreement; Amendments. This Agreement (including all schedules, exhibits and other documents referred to herein, all of which are hereby incorporated herein by reference) contains the entire agreement among the Parties and supersedes any prior discussions, negotiations, representations, or agreements among them respecting the subject matter of this Agreement. No additions or other changes to this Agreement (or to its schedules or exhibits) shall be made or be binding unless made in writing and signed by each Party to this Agreement.
13. Successors in Interest. 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.
14. Confidentiality. All non-public, confidential or proprietary information (“Confidential Information”) disclosed by Ressio (as the “Discloser”) to the Referral Partner, 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, and specifically including the pricing for Services included in this Agreement, is solely for use in performing under this Agreement and may not be disclosed or copied unless authorized by the Discloser in writing. Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of breach of this Agreement; (b) is obtained on a non-confidential basis from a third party that was not legally or contractually restricted from disclosing such information; or (c) established by documentary evidence to have been in the receiving Party’s possession prior to disclosure hereunder. Upon the Discloser’s request, the Referral Partner shall promptly destroy or return all documents and other materials received from the Discloser. The Discloser shall be entitled to seek injunctive relief for any violation of this Section.
15. Limitation of Liability. IN NO EVENT WILL RESSIO BE LIABLE TO THE REFERRAL PARTNER CONCERNING THE SUBJECT MATTER OF THIS AGREEMENT, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE) AND REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, FOR ANY (A) LOSS OF USE, REVENUE, OR PROFIT OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES OR (ii) ANY DIRECT DAMAGES, IN THE AGGREGATE, IN EXCESS OF ONE THOUSAND US DOLLARS.
16. Notices; Attorney’s Fees. All notices under this Agreement shall be made in writing and shall be deemed duly given if delivered either in person, by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service. All notices shall be addressed to the Parties at their respective addresses first set forth herein (or to such other address that the receiving Party may designate from time to time in accordance with this section). Notices shall be effective on receipt. In the event any action or proceeding (in arbitration or otherwise) is initiated for any breach of or default in any of the terms or conditions of this Agreement, if either Party institutes legal action to enforce the terms of this Agreement, then each Party in any such litigation shall be responsibility for its own attorneys’ fees and expenses incurred in the litigation.
17. Severability; Survival. If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, 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. Section 2, 6 and 9-17 of this Agreement, as well as any other provision that, in order to give proper effect to its intent, should survive the expiration or termination of this Agreement, will survive such expiration or termination.