Lead Referral Program Terms and Conditions

Version: 09.19.2022

IMPORTANT: PLEASE READ THIS LEAD REFERRAL TERMS AND CONDITIONS (THIS “AGREEMENT”)  CAREFULLY AND MAINTAIN A COPY FOR YOUR RECORDS. BY COMPLETING THE  ANYROAD INC. (“ANYROAD”) FORM TO REGISTER A LEAD AT HTTPS://WWW.ANYROAD.COM/PARTNER-REFERRAL/ (THE “SITE”) AND CLICKING THE “SUBMIT”  BUTTON, YOU ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT, WHICH MAY BE MODIFIED OR  UPDATED BY ANYROAD IN ITS SOLE DISCRETION FROM TIME TO TIME AND SUCH MODIFICATIONS OR UPDATES  ARE HEREBY INCORPORATED INTO AND FORM PART OF THIS AGREEMENT. ANYROAD WILL PROVIDE YOU NO  LESS THAN THIRTY (30) DAYS WRITTEN NOTIFICATION OF SUCH CHANGES. IF YOU DO NOT AGREE TO THE  TERMS AND CONDITIONS OF THIS AGREEMENT, THEN YOU MUST NOT SIGN BELOW OR CLICK ON THE “SUBMIT” BUTTON AND YOU SHALL HAVE NO  RIGHTS UNDER THIS AGREEMENT. THIS AGREEMENT IS BETWEEN ANYROAD AND THE LEGAL ENTITY THAT  CLICKS ON THE BUTTON, “SUBMIT” (“YOU”, “YOUR”). IF  YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU  REPRESENT THAT YOU ARE AN EMPLOYEE OR AGENT OF SUCH COMPANY OR ENTITY AND YOU HAVE THE  AUTHORITY TO ENTER INTO THIS AGREEMENT AND LEGALLY BIND SUCH ENTITY, IN WHICH CASE THE  TERMS “YOU” OR “YOUR” WILL REFER TO SUCH ENTITY.  

WHEREAS, You desire to sign up as AnyRoad Lead Referral Partner and receive the benefits associated therewith; and AnyRoad desires to authorize and appoint You as a Referral Partner, as applicable, subject to the terms and conditions of this Agreement.  

 In consideration of the mutual promises set forth herein and other good and valuable consideration, the receipt and  sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties to this Agreement (each a “Party”  and together the “Parties”) agree as follows:  

1. GENERAL DEFINITIONS  

1.1. “Products” means, as applicable, the Platform and related features.  

1.2. “Platform” means AnyRoad’s proprietary experiential marketing platform, any integrations or any other products, in its sole discretion to be eligible for referral by You under this Agreement, and any update, upgrade or later release associated therewith made generally available by AnyRoad in AnyRoad’s sole discretion.  

1.3 “Subscription” – means a subscription to access the Platform or any related Products by AnyRoad.

2. REFERRAL PARTNER BENEFITS  

2.1. Referral Rights and Limitations. By submitting the information on potential customer prospects on the Site to AnyRoad, you are agreeing to provide a referral of such prospects to AnyRoad to facilitate sales for Products in accordance with this Agreement (“Lead Referral”). You represent and warrant that You are authorized to disclose and submit the name and contact information of the individual provided in the Lead Referral form on the Site. Each Lead Referral must be submitted through the Lead Referral form on the Site. Your Lead Referral will be reviewed, and an AnyRoad sales representative will notify you of AnyRoad’s decision to accept or reject the lead by writing to you at Your email address that you provide to AnyRoad in Your Lead Referral. You acknowledge and agree that AnyRoad will make reasonable efforts to notify you of AnyRoad’s decision to accept or reject the lead within 1 week of Your submission of Your Lead Referral. You are eligible to receive a Referral fee on each approved and accepted Lead Referral that results in a sale of an annual subscription to the Platform by AnyRoad. If You are an existing Partner, then your eligibility for a Referral fee under this Agreement is subject to AnyRoad’s sole discretion and may be superseded by any separate existing agreement(s) You have with AnyRoad where You are already eligible to receive Referral fees, other fees or discounts. Your Lead Referral must be for new business only (e.g., a Lead Referral may not be for any renewal of Subscriptions previously provided by AnyRoad or for any renewal of Subscriptions that was included in a prior Lead Referral or for an expansion of access to AnyRoad Products or the Platform for an existing account). You acknowledge and agree that AnyRoad or a third party may already be involved in a given opportunity that is the subject of Your Lead Referral. You acknowledge and agree that (i) AnyRoad has the right to accept or refuse any Lead Referral or customer order, in whole or in part, and (ii) that an accepted Lead Referral does not constitute an exclusive arrangement or guarantee that an order will not be filled by another AnyRoad channel partner or contract party, in which case You shall not have the opportunity to receive compensation. The parties hereby waive any claims arising from the fact of termination or expiration of the Agreement according to their terms or expiration of a Lead Referral (including without limitation claims for expected commission or profit or for any investments, expenditures, or commitments made in connection with the Referral program, and, to the extent permitted by law, any rights to indemnity or termination payments under any applicable law). Subject to this  Agreement, You shall be responsible for paying any applicable taxes on referral fees. You may contact AnyRoad at [email protected] with any questions or concerns regarding the Lead Referral.

2.2. Restrictions; No Transfer of Ownership. AnyRoad reserves all rights and grants You no licenses of any kind hereunder, whether by implication, estoppel, or otherwise.  You acquire no ownership rights in or title to the Products. AnyRoad provides access to its Platform and does not develop or sell any software. No use of the terms  “sell” or “resell” in or in connection with this Agreement shall be deemed to imply otherwise. AnyRoad and its licensors retain all ownership rights in and title to the Products and AnyRoad’s trademarks, all copies thereof, and all intellectual property rights in or relating thereto (including but not limited to patents, copyrights trademarks, trade names, and trade secrets). You shall not at any time, during or after the Parties’  relationship, assert or claim any interest in, or assert or do anything that may adversely affect AnyRoad’s ownership of, or the validity of, the intellectual property and proprietary rights of AnyRoad in or relating to the Products or any portion thereof, or any of the AnyRoad logo, trademark, trade name, service mark, and other proprietary designations of AnyRoad.  

2.3. Referral Fees. The Referral fee is $1,000 for each signed Eligible Customer Agreement associated with an approved Lead Referral and is payable within sixty (60) days of AnyRoad’s receipt of the payment from the customer for the transaction. “Eligible Customer Agreement” means a signed & accepted Order Form/Master Subscription Agreement between AnyRoad and a referred customer which was signed within 6 months of the Lead Referral Submission. 

2.4. License to use Your Logo. You grant AnyRoad the right to use Your name and logo as a Referral Partner on the AnyRoad website, in corporate presentations, in e-mail communications with AnyRoad prospects and customers, and during discussions with financial and industry analysts. AnyRoad shall seek Your consent for use of Your name and logo for purposes other than those outlined above. 

2.5. Promotion and Marketing. You shall, at your own expense, use all reasonable efforts to promote and market the Products.

3. ADDITIONAL RIGHTS & RESPONSIBILITIES OF REFERRAL PARTNERS

 3.1. Business Practices. You shall establish and maintain, and shall cause Your employees, consultants, and agents to establish and maintain, a high standard of ethical business practices in connection with its performance as a Referral Partner, including, without limitation, full compliance with the obligations and provisions of this Agreement. In the promotion and marketing of the Products, You will not make any statements or representations about the Products that are inconsistent with those made or authorized by AnyRoad or that are capable of being misleading and deceptive. You shall at all times represent AnyRoad in a manner intended to preserve and enhance the reputation and goodwill of AnyRoad and the Products. 

3.2. Compliance with Laws. You shall comply fully with all applicable statutes, rules, or regulations of any national, federal, state, or local jurisdiction including, without limitation, anti-mafia, anti-bribery and anti-corruption statutes, rules, and regulations. You further agree that you do not have any conflict of interest in performing your obligations under this Agreement, and that should such a conflict of interest arise (for instance, if you intend to or start selling products of competitors of AnyRoad to potential customers of AnyRoad), you shall immediately inform AnyRoad and obtain AnyRoad written consent.  A breach of this Section shall be considered a material breach of the Agreement.

4. CONFIDENTIAL AND PROPRIETARY INFORMATION

The term “Confidential Information” shall mean any information disclosed by either Party (“Discloser”) to the other Party (“Recipient”) in connection with this Agreement that, if disclosed in writing, is marked as “Confidential” or “Proprietary,” or, if not so marked, if it should reasonably be regarded as confidential due to the nature of the information being disclosed. Notwithstanding the foregoing, the Products and any information related thereto shall be considered Confidential Information of AnyRoad. Recipient shall treat as confidential all Confidential Information of Discloser and shall not use such Confidential Information except in furtherance of the services and other obligations expressly stated in this Agreement. Recipient shall not disclose Confidential Information to any third party without Discloser’s prior written consent; provided, however, that Recipient may disclose Discloser’s Confidential Information to its and its affiliates’ employees and contractors who have entered into a written agreement with Recipient that is no less protective of Discloser’s Confidential Information than this Agreement and who have a need to know such information. Recipient shall use the same measures to protect Discloser’s Confidential Information that it uses to protect its own confidential information but in no event less than reasonable measures. Notwithstanding the above, the restrictions of this Section 4 shall not apply to information that: (a) is independently developed by Recipient without any access to the Confidential Information of Discloser; (b) becomes known to Recipient, without restriction, from a third party who had the right to disclose it; or (c) is or becomes in the public domain through no act or omission of Recipient. In addition, either Party may disclose information in compliance with a court or governmental order, provided the Discloser is given prompt written notice thereof and the Recipient provides cooperation and assistance in any attempt to prevent or limit such disclosure. All information provided by AnyRoad as part of this Agreement shall be considered Confidential Information, including but not limited to information provided at AnyRoad’s partner web portal and in this Agreement. 

5. LIMITATION OF WARRANTY

PRODUCTS PROVIDED BY ANYROAD OR ANY OF ITS AFFILIATES ARE PROVIDED “AS IS,” WITH ALL FAULTS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANYROAD AND ALL ITS AFFILIATES AND SUPPLIERS DISCLAIM ALL WARRANTIES, AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO ALL PRODUCTS, INCLUDING ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, SYSTEMS INTEGRATION, TITLE, AND NON-INFRINGEMENT. ANYROAD AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT USE OF THE PRODUCTS OR ANY PORTION THEREOF SHALL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE PRODUCTS OR ANY PORTION THEREOF SHALL MEET ANY OF YOUR NEEDS OR REQUIREMENTS. 

6. LIMITATION OF LIABILITY

EXCEPT FOR DAMAGES FOR BREACH OF SECTIONS 2.2 AND 4, AND INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS: (A) IN NO EVENT SHALL EITHER PARTY’S OR ANYROAD’S SUPPLIERS’ TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PRODUCTS, WHETHER IN CONTRACT, TORT, STATUTE, OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE LESSER OF $10,000 (IN THE AGGREGATE) OR THE AMOUNTS PAID TO ANYROAD UNDER THE AGREEMENT IN THE TWELVE MONTHS PRECEDING THE DATE OF THE FIRST CLAIM; AND (B) NEITHER PARTY NOR ANYROAD’S SUPPLIERS SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING ANY DAMAGES FOR LOSS OF DATA, LOSS OF PROFITS, LOSS OF USE, OR INTERRUPTION OF BUSINESS), AND WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF THE PARTY OR AFFILIATE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF AN AGREED REMEDY FAILS OF ITS ESSENTIAL PURPOSE OR IS HELD UNENFORCEABLE FOR ANY OTHER REASON. THIS EXCLUSION OF DAMAGES IS INDEPENDENT OF ANY AGREED REMEDY.

7. TERM AND TERMINATION 

7.1. You shall become a Referral Partner on the date You agreed to be bound by the terms and conditions of this Agreement by clicking on the “Submit” and submitting the Lead Referral to AnyRoad on the Site (the “Effective Date”). The Term of this Agreement shall commence on the Effective Date and shall continue for a period of one (1) year thereafter, unless sooner terminated as hereinafter provided. After the initial Term, this Agreement may be renewed on an annual basis for a new one (1) year Term, by written agreement between the Parties to renew the Term. 

7.2. This Agreement will terminate thirty (30) days after written notice to a Party of material breach by such Party if such breach remains uncured at the expiration of the thirty-day period. Notwithstanding the foregoing, AnyRoad may immediately terminate Your rights and/or any license granted to You by providing You written notice of any breach by You of Sections 2.2 or 4. In addition, either Party may terminate this Agreement at any time upon ninety (30) days’ notice for any reason.

 7.3. In the event of expiration or termination of the Parties’ relationship for any reason: (a) all rights granted to You related to the Products shall immediately terminate and You shall immediately cease any further marketing, promotion, or other use of the Products and any further use of any other AnyRoad Confidential Information or other intellectual property or proprietary materials; (b) all of Your rights and privileges under this Agreement shall immediately terminate; (c) You shall return to AnyRoad, or destroy and certify in writing to AnyRoad the irretrievable deletion and destruction of, all Confidential Information of which AnyRoad is the Discloser and all AnyRoad marketing or other materials in Your possession, custody, or control; (d) the Parties’ obligations to pay to each other any fees and any other amounts due prior to such termination or expiration hereunder shall survive; and (e) the following Sections shall survive: 4, 5, 6, 7.3 and 8. 

8. GENERAL TERMS 

8.1. Each Party shall pay all costs and expenses incurred in the performance of its obligations under this Agreement. 

8.2. The Parties are acting as independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, franchise, fiduciary, or agency relationship between or among the Parties. For the sake of clarification, the term “Partner” used in the Agreement is only for the purposes of convenience and it is not to be interpreted as having legal consequences. 

8.3.  Neither Party may assign this Agreement, except with the other Party’s prior written consent. The Agreement is binding upon and inures to the benefit of each Party and its successors and permitted assigns. 

8.4. All notices required to be sent shall be in writing to the addresses provided, in Your case, in the Lead Referral, and in AnyRoad’s case at 505 Howard Street, 4th Floor, San Francisco, CA, USA: (a) if delivered by hand, when received or refused; (b) if delivered by an internationally recognized courier service, when received or refused; (c) if given by e-mail or facsimile, when received by the recipient; or (d) when mailed by certified mail, return receipt requested, when the document is placed in the control of the postal authorities. 

8.5. No waiver shall be effective unless in writing signed by the Party against which such waiver is asserted. The waiver by either Party of any default or breach of this Agreement shall not constitute a waiver of any other or subsequent default or breach. 

8.6. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement shall remain in full force. Captions and headings are for convenience only and shall not affect the construction of this Agreement. 

8.7. You will provide to AnyRoad comments, criticism, suggested improvements, test results, answers to questions, and other feedback regarding the function, features, and other characteristics of the Products in written or oral form (“Feedback”). You agree that all Feedback shall be considered the property of AnyRoad and may be used, reproduced, adapted, modified, distributed, and otherwise exploited by AnyRoad in any manner and for any purpose. 

8.8. The Parties to this Agreement intend to discharge their obligations in utmost good faith. The Parties, therefore, agree that they will, at all times, act in good faith, and make all attempts to resolve all differences howsoever arising out of or in connection with this Agreement through mutual discussion. Any dispute arising out of or in connection with this Agreement (“Dispute”) shall be referred to the respective senior management of the Parties for discussion and resolution no later than 30 (thirty) days from the date on which either Party gives written notice to the other Party that such a Dispute exists. Such discussion may be held telephonically if travel is impractical for either Party. If the Parties do not resolve the Dispute by mutual discussion within 60 (sixty) days from the date of such notice, each Party shall be at liberty to file for resolution before the appropriate courts as per this Agreement.

8.9  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 and County of San Francisco, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.. 

8.10. In the event of a Party’s breach of this Agreement, the non-breaching Party may avail itself of all other rights, remedies, and causes of action available at law, in equity or otherwise. You acknowledge that the Products contain valuable trade secrets and proprietary information of AnyRoad and that any actual or threatened disclosure or unauthorized use of Products or Confidential Information will constitute immediate and irreparable harm to AnyRoad for which monetary damages would be an inadequate remedy and entitle AnyRoad to immediate injunctive relief without posting of a bond. 

8.11. In the event any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable, that provision will be enforced to the maximum extent permissible under applicable law, and the other provisions of this Agreement will remain in full force and effect. 

8.12. There are no understandings, agreements, or representations, express or implied, with respect to the subject matter hereof not specified herein. This Agreement shall not be deemed or construed to be modified, amended, rescinded, canceled, or waived in whole or in part, except by a writing executed by both Parties.