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REFERRAL PROGRAM AGREEMENT – OUWEBS LLC.

This Referral Program Agreement herein called the “Agreement”,  is by and between OUwebs LLC. (“Company”), a Digital Marketing Company, located in Miami Beach, FL. and the Referrer (“Referrer”), together known as the “Parties”. This Agreement is for the purpose of including Referrer in OUwebs Referral Program. This Agreement shall commence as of the later of the signatures and dates entered at the end of the document, and shall continue in full force and effect until 1 year after submitting the Referrer Registration Form in https://ouwebs.com/referrer-program/.

The Parties agree as follows:

1. DEFINITIONS

As used herein and throughout this Agreement:

  1. 1“Agreement” means the entire content of this document, and any document attached hereto and incorporated herein by reference.
  2. “Company Referral Program” means Company method of promoting products or services to new customers through Referral as expressed under Program Provision
  3. “Company Material” means all materials being promotional or not like: logo, name, images, videos, documents, information, written code, domain, template, photography, writings and other creative or technical material provided by or used by the Company.
  4. “Prospective Customer” means person or organization that Referrer considers to meet the requirements expressed under the Company Terms of Service available in https:// ouwebcom/terms-of-service/ in order to become a Referred Customer.
  5. “Referred Customer” (or Customer) means person or organization that for the first time buys goods or services from the Company acknowledging having been referred to by Referrer as declared in Program Provision.
  6. “Non-Referred Customer” means person or organization that buys goods or services from the Company without acknowledging having been referred to by Referrer or any other participant of the Company Referral Program. The Company reached the customer organically or by its own promotional efforts.
  7. “Services” (or “Company’s Services”) means all services and the work product provided by Company including digital marketing, website development and any other service.
  8. “Referral” to make reference or allusion to Company Services, products and activates by Referrer in order to approach a Prospective Customer.
  9. “Referrer Materials” means all materials utilized by Referrer in order to refer the Company Services, including, without limitation, pre-existing and newly-created marketing material (whether or not patentable) provided or not by Company.
  10. “Project” means the tasks, scope, work and purpose requested by a Referred Customer being provided by the Company.
  11. “Project Closed” means to formally close the Referred Customer’s Project once all the work, activities, stages or contractual obligations of the Project have been completed and conditioned upon full payment of all fees agreed with Customer.
  12. “Trademarks” means trade names, words, symbols, designs, logos or other devices or designs used to designate the origin or source of goods or services.

 

2. PROGRAM PROVISIONS

    1. Company Content: including all pre-existing Trademarks and Copyrights, shall remain the property of Company, which shall as well be the sole owner of all rights in connection therewith. Company hereby grants to Referrer a free, non-exclusive, limited, nontransferable license to promote and modify the Company Content with the sole purpose of making a connection with Prospective Customer in order to get Project for the Company.
    2. Promotional Materials: In the case of materials created by the Referrer, all promotional materials, documents, and similar initiatives will be considered joint property. Both, the Company and the Referrer will have unlimited, transferable rights to use them. Referrer agrees to consult with the Company prior to using the materials, however, once approved, Referrer may use the materials for other purposes making sure to remove all information, logos, trademarks and any other identifying properties that would refer to the Company.
    3. Sales and Transactions: Company does not give any permission to Referrer to receive payments from Referred Customer for Company Services. All sales and transactions for Services will be made only between Company and Referred Customer.
    4. Referral Bonus: Referrer will get a referral bonus equivalent to 20% out of the Project revenue that the Referred Costumer Project generated for the Company. The only conditions are the following:
        • It has to be the first time Company works with Referred Customer.
        • Referred Customer has to acknowledge Referrer Referral.
        • Revenue generated to Company shall be at least $1000.
        • Commision will continue being the same percentage for any Revenue generated over $1000.
        • The Project has to be finished (Project Closed) in order to send the bonus.
    5. Additional Bonus: Once the project is finished (Project Closed), for a period of time of 365 days (1 year), if Referred Customer pays for any additional Service to Company the Referrer will get a referral bonus equivalent to 10% out of the revenue earned from the Service requested. This revenue will not be subject to either a minimum or a maximum amount, all revenue applies to this bonus.
    6. Company Transparency: Company agrees to share precise information with Referrer about the total revenue that the Company earned with the Referred Customer Project and through Services provided during the period of time 365 days (1 year) after Project Close.
    7. Project Contingency: Company does not have the obligation to pay Referrer if the Referred Customer Project gets canceled, never materialized or is not finished. Company reserves the right to cancel any Project with Referred Customer and Referrer shall request Company to provide an explanation regarding the decision of canceling it or the reason provided by Referred Customer to cancel it.
    8. Project Cancelation: In case a Project is canceled by Referred Customer or Company the Company will send Referral a bonus equivalent to 20% out of Project revenue, if any.
    9. Relationship of Parties: This Agreement does not create a partnership or joint venture, and neither Party is authorized to act as agent or bind the other Party, except as expressly stated in this Agreement. All rights, if any, granted to Referrer are contractual in nature and are defined by a written agreement of the Parties and the various terms and conditions of this Agreements.
    10. Prohibited Activity: Referrer agrees not to associate Company 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 OUwebs sole discretion. Referrer agrees not to send unsolicited electronic messages to multiple unrelated recipients (“Spamming”) in promoting the OUwebs Service, or otherwise to engage in any other form of mass electronic communications prohibited by law in connection with activities contemplated under this Agreement.

 

3. COMPANY RESPONSIBILITIES

  1. Company acknowledges that it shall be responsible for performing the following in a professional and timely manner:
  • Work with Referrer to sell OUwebs services to the Referred Customer and make all possible efforts to close the sale of the Projec
  • Notify Referrer that whether it was able or not to close the business with the Referred Customer as well as expected revenues for the project.
  • Send bonus to Referrer as a payment for Advertising and/or Promotional services once a Short Project is finished (Project Closed). In case of a Long Project Company will send periodic updates to Referrer regarding the project including any cancellation notices; in accordance with Program Previsions: 4 to 2.8.

 

4. REFERRER RESPONSIBILITIES

Referrer  acknowledges  that  he/she  shall  be  responsible  for  performing  the following  in  a reasonable and timely manner:

  1. Coordination of any decision-making with Company Material and Referrer Material in order to seek Company approval
  2. Referrer agrees to exclusively promote OUwebs Services to a Prospective Customer through any communication channel either using Company Materials or n Always doing so in compliance with the terms of this Agreement.
  3. Introduce to Company the Referred Customer through email, online form or in person.
  4. Send Company an invoice with the total amount owned to Referrer. The invoice must say “Payment for advertising or promotion services”.

 

5. CONFIDENTIALITY TERMS

  1. Each Party acknowledges that any information that is involved and/or connected to this Agreement shall be treated as completely confidential by each party, including, but not limited to, Project (“Confidential Information”).
  2. Each Party, its agents and employees shall hold and maintain in strictest confidence all Confidential Information, shall not disclose Confidential Information to any third party, and shall not use any Confidential Information except as may be necessary to perform its obligations pursuant to this Agreement, except as may be required by a court or governmental authority. Notwithstanding the foregoing, Confidential Information shall not include any information that is in the public domain or becomes publicly known through no fault of the receiving party, or is otherwise properly received from a third party without an obligation of confidentiality.

 

6. TERM AND TERMINATION

  1. This Agreement shall commence upon the Effective Date and shall remain valid until December 31, 2018.
  2. This Agreement may be terminated at any time by either Party effective immediately upon notice, or the mutual agreement of the Parties, or if any Party: breaches any of its material responsibilities or obligations under this Agreement.
  3. Upon expiration or termination of this Agreement:
  • Each Party shall return or, at the disclosing Party’s request, destroy the Confidential Information of the other Party.
  • Parties can extend the Agreement following same terms and conditions and request any change of terms and conditions.
  • Parties shall keep confidentially obligations stated on this Agreement.

 

7. AGREEMENT GENERAL TERMS

  1. Modification/Waiver. This Agreement may be modified by the Parties, but any modification of this Agreement must be in writing and executed by both Parti Failure by either Party to enforce any right or seek to remedy any breach under this Agreement shall not be construed as a waiver of such rights, nor shall a waiver by either Party of default in one or more instances be construed as constituting a continuing waiver or as a waiver of any other breach.
  2. Notice All notices to be given hereunder shall be transmitted in writing either by facsimile or electronic mail with return confirmation of receipt or by certified or registered mail, return receipt requested, and shall be sent to the addresses identified in the signature execution section below, unless notification of change of address is given in writing. Notice shall be effective upon receipt or in the case of fax or email, upon confirmation of receipt.
  3. No Assignment. Referrer shall not assign, whether in writing or orally, or encumber its rights or obligations under this Agreement or permit the same to be transferred, assigned or encumbered by operation of law or otherwise, without the prior written consent of Company.
  4. Governing Law. The formation, construction, performance and enforcement of this Agreement shall be in accordance with the laws of the United States and Florida without regard to its conflict of law provisions or the conflict of law provisions of any other jurisdiction.
  5. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall nevertheless remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid or enforceable provision.
  6. Heading The numbering and captions of the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement, nor shall such headings otherwise be given any legal effect.
  7. Integration. This Agreement comprises the entire understanding of the Parties hereto on the subject matter herein contained, and supersedes and merges all prior and contemporaneous agreements, understandings and discussions between the Parties relating to the subject matter of this Agreement.

 

8. FINAL TERMS

  1. The Company owns the relationship with the Customer, and therefore (unless otherwise agreed by the parties as to any particular project(s)) will solely and directly interact with Referred Customer in developing, clarifying and communicating the project and any milestones set forth in the customer’s proposal; including defining and prioritizing changes.
  2. The Company will consult with Customer,  including  planning and coordination,  scheduling meetings, and maintaining communications regarding any significant changes without notifying Referrer. Nevertheless it is Company responsibility to notify Referrer about exact total revenue earned from Referred Customer in order to manage the bonus for Referral.
  3. Referred Customer payments will be received by the Company. Once the Referred Customer sends the final payment, the project will finish (Project Closed). Thereafter the Company will send the commission to Referrer.
  4. Once revenue is earned from a Service provided to Referred Customer after Project Closed the Company shall promptly notify and send a 10% bonus to Referrer with a limit period of 1 month.
  5. Confidentiality will be observed at all time Confidential information received will not be disclosed without written consent.
  6. Referrer will keep confidential all shared information concerning Referred Customer and Referrer will not support Company competitors or participate directly or indirectly in development of a new business using information acquired from Company for a period time of 1 year.
  7. Referrer can use or showcase in a portfolio, website or any promotional material a Company past Project only if a by clear authorship attribution to Company is given.
  8. All Referrals, Project, or other related information exchanged between the Parties must be non- discriminatory and will be in strict accordance with all applicable laws pertaining to the state of Florida.
  9. This Agreement contains the complete understanding concerning the contractual arrangement between the Parties.
  10. This Agreement, and the application or interpretation thereof, will be governed exclusively by its terms and by the laws of the state of Florida.

By clicking yes checkbox on the form found at https://ouwebs.com/referrer-program/ accepts having read this Agreement and represent and warrant that they have the full authority to sign this Agreement on behalf of and bind the party for whom they are signing, or as representation of themselves, and that this Agreement is fully authorized and bind such party.

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