CLOSELY REFERRAL PROGRAM AGREEMENT
Version 1.0 as of February 1, 2024
This Closely Referral Program Agreement (the “Agreement”) applies to Closely Referral Partner Program (the “Program”) and is hereby entered into by and between Partner (as identified below) and Esterson Limited with its principal place of business at Prodromou, 75, Oneworld Parkview House, 4th Floor, 2063, Nicosia, Cyprus (“Closely”). This Agreement complements, and hereby incorporates by this reference, Closely Terms of Use (the “Terms of Use”).
By applying to or participating in the Program, clicking a button, or checking a box marked “confirm,” “i agree,” or something similar, the Partner accepts and agrees to be bound by this Agreement, including all terms incorporated herein by reference. Closely reserves the right to re-evaluate the Partner’s participation in the Program at any time and reserves the right to terminate this Agreement and/or the participation in the Program at any time, for any or no reason, upon notice to the Partner.
Closely may modify this Agreement and any integral part hereof from time to time. Any amended terms automatically take effect 10 days following being posted on the Website. Partner’s participation in the Program or benefiting from it following the date of effectiveness of any modifications hereto shall constitute the acceptance of this Agreement, as modified. The Partner agrees that the updated version posted on the Website shall be deemed adequate notice of made modifications.
AGREEMENT. INTERPRETATION AND DEFINITIONS
- The Agreement constitutes the full agreement between the Parties. A reference to the Agreement means a reference to any and all of its integral parts. All preambles to this Agreement/all other documents the Agreement refers to are integral parts of the Agreement/those documents, and such preambles are hereby incorporated in the Agreement/the relevant documents by reference.
- In the Agreement, unless the context otherwise requires:
- In the Contract, unless otherwise directly outlined hereby:
PROGRAM
- Subject to the terms and conditions hereof, Closely will make reasonable means available for Partner to introduce the Referred Leads to Closely. The Partner is eligible to refer the Referred Leads through a referral platform as well as a link or promotional code assigned to the Partner by Closely.
- The Program may provide specific terms representing correct marketing requirements of Closely.
- As a benefit for the Partner, Closely may but is not obliged to provide the Partner with (1) access to training materials such as webinars, articles, video tutorials to help the Partner better understand the Service and how to promote it, (2) access to information on new features and products that are not yet available to the general public, (3) Invitations to private events, and (4) some extra bonuses and other rewards for the Partners achievements.
- The Partner understands and acknowledges that Closely is under no obligation to offer services to any Referred Lead and may or may not enter an agreement for the Service with a given Referred Lead, including any Referred Lead referred by the Partner, in Closely’s sole and absolute discretion. The Partner shall have no right or recourse under this Agreement resulting from Closely’s refusal, for any reason or no reason at all, to offer the Services to any Referred Lead.
- The Partner’s rights hereunder are neither assignable nor transferable without the prior written consent of Closely. Rights not expressly granted in this Agreement are hereby reserved by Closely. The Partner understands and acknowledges that Closely and its other partners/affiliates may sell the Services directly and indirectly to Prospects.
REFERRAL FEE
- In the event of the Qualified Purchase, Closely shall pay a Referral Fee to the Partner which shall be calculated in accordance with the applicable referral fee schedule, excluding any applicable taxes, refunds, chargebacks, reversals, costs of collection, and the like, and paid as set forth in Exhibit A. For clarity, the Referral Fee is subject to the following rules and limitations:
- Any payments made by the Commissionable Lead to Closely for products and/or services other than the Service (including, without limitation, support, implementation, and/or training services) fall out of the scope of the Qualified Purchase, and they are not eligible for, and will not be included in the calculation of, Referral Fees.
- The Partner will not be entitled to any reimbursement of any expenses, or for any payment or compensation of any type, other than the Referral Fees, if any.
- Nothing herein shall create any obligation on the part of either party to pay any taxes owed by the other party, including any tax liability of Partner that may arise from receipt of a Referral Fee.
- The parties understand, acknowledge, and agree that this Agreement does not create a trust nor any fiduciary or other obligations on the part of Closely beyond those expressly set forth in this Agreement.
PARTNER’S OBLIGATIONS
- The Partner agrees:
- The Partner shall promptly notify Closely of any suspected copyright or trademark infringement and provide reasonable assistance in investigating and prosecuting any such activity. The Partner shall not deface, obscure, or remove from the Service any copyright notice, trademark, labeling, or other notice or item included therein or therewith, and the Partner shall not permit or encourage another to do so.
- When promoting the Service, engaging leads, including Referred Leads, the Partner shall follow the requirements of the Agreement, the Terms of Use, any of their integral parts, applicable law (including the law of the Partner’s place of registration/residence, the country of distribution of advertising, the place of registration of the leads) and the ethical standards of the field in which the Partner shares advertisement. The Partner shall not:When promoting the Service, engaging leads, including Referred Leads, the Partner shall follow the requirements of the Agreement, the Terms of Use, any of their integral parts, applicable law (including the law of the Partner’s place of registration/residence, the country of distribution of advertising, the place of registration of the leads) and the ethical standards of the field in which the Partner shares advertisement. The Partner shall not:
- In order to increase the results of the Program, Closely may request the Partner to (1) provide performance reports, (2) participate in the Closely’s trainings and workshops on Closely’s sales, Service, or other related topics, (3) participate in the Closely’s marketing activities, and (4) use Closely’s marketing materials (advertising banners, texts, images, videos and other materials, as well as templates of marketing materials that the Partner can use for its advertising campaigns) the Partner can employ to promote the Service.
- If Closely provides the Partner with any marketing materials, trainings, webinars, workshops, analytics tools, the Partner shall (1) use those materials and tools for the promotion of the Service and Closely only, (2) not use those materials and tools for the promotion of the Closely’s competitors, and (3) not to change any of those materials and tools without Closely’s consent.
WARRANTIES, DISCLAIMERS, AND LIMITATIONS
- The warranties of Closely applicable to the Service are stated in the Terms of Use and are the only warranties made by Closely relating to the Service. Such warranties are made to the Commissionable Lead (and not Partner) and are subject to any, and all accompanying disclaimers, limitations, and other terms.
- EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 5.1, CLOSELY MAKES NO WARRANTIES, AND CLOSELY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
- NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT, CLOSELY’S AGGREGATE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT OR THE SERVICES SHALL IN NO EVENT EXCEED THE AGGREGATE AMOUNT OF REFERRAL FEES PAID BY CLOSELY TO PARTNER UNDER THIS AGREEMENT DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH SUCH CAUSE OF ACTION AROSE. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS.
- NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT, CLOSELY SHALL IN NO EVENT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE OR BUSINESS OPPORTUNITIES, REGARDLESS OF THE FORM OF ACTION AND EVEN IF CLOSELY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF.
INDEMNITY AND LIABILITY
- The Partner shall be responsible for, and shall indemnify Closely against and hold Closely harmless from, any and all claims, damages, suits, judgments and expenses (including reasonable attorneys’ fees) arising out of any misrepresentation or wrongful conduct of the Partner or its employees or agents. The Partner agrees that in the course of advertising and selling the Service it shall make no representations or claims other than those contained in the standard descriptions and advertising literature for the Service furnished to Partner by Closely. In the event that the Partner makes any representation or claim other than those permitted above, Closely shall have no responsibility, liability, obligation, or expense relating to or resulting from such representation or claim by Partner and Partner shall indemnify Closely against any such responsibility, liability, obligation, or expense.
- Closely agrees to defend Partner against any action brought against Partner with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys’ fees, to the extent that such action is based upon a claim that the Service infringes or violates any intellectual property rights of third parties not affiliated with the Partner, including without limitation, rights associated with patents, copyrights, trademarks, or trade secrets.
- In claiming any indemnification under Section 6.1 or 6.2, the indemnified party shall promptly provide the indemnifying party with written notice of any claim which the indemnified party believes falls within the scope of the foregoing Sections. The indemnified party may, at its own expense, assist in the defense if it so chooses, provided that the indemnifying party shall control such defense and all negotiations relative to the settlement of any such claim and further provided that any settlement intended to bind the indemnified party shall not be final without the indemnified party’s written consent, which shall not be unreasonably withheld.
OWNERSHIP & PROPRIETARY RIGHTS
- The Partner agrees and acknowledges that this Agreement does not transfer or convey to Partner any ownership in or to the Service, or in or to any patents, trademarks, inventions, copyrights, trade secrets or any other intellectual property relating to the Service, and that all of the foregoing are owned and held exclusively by Closely and/or its licensors, if any.
- This Agreement does not convey any license, expressly or by implication, to manufacture, reverse engineer, duplicate, or otherwise copy or reproduce any of the Service. Partner shall not develop derivative works or derivative products with the use or aid of any Service, or reproduce or disassemble, decompile, reverse engineer any Service. Partner shall not modify the Service or bundle the Service with any non-Closely services or components without express written consent from Closely.
- Any recommendations, ideas, contributions, corrections, enhancements, improvements, or the like relating to the Service that are submitted to Closely by Partner and are incorporated, implemented, or used by Closely in the Service, or in any computer programs, products, technology, or processes of Closely, shall be the sole property of Closely and the same, together with all copyrights, trade secrets, patent rights, and other intellectual property thereto shall be and hereby are assigned to Closely.
CONFIDENTIALITY
- Partner acknowledges that, by reason of its relationship to Closely under this Agreement, Partner may have access to certain information and materials concerning business, plans, leads, technology, and products that are confidential. Such information and materials are of substantial value to Closely which value would be impaired if such information were disclosed to third parties. Partner shall not disclose to third parties or use in any way for its own account or for the account of any third party, any such confidential information disclosed to it by Closely. Partner shall not publish any descriptions of the Service beyond the descriptions published by Closely.
TRADEMARKS & TRADE NAMES
- Subject to the terms and conditions of this Agreement, Closely grants to Partner a nonexclusive, nontransferable, royalty-free right to use the Closely name and logo (“Trademarks”), but only to promote and market the Service during the term of this Agreement and only in accordance with Closely’s then-current trademark usage policies as published by Closely on its web site or as otherwise communicated to Partner from time to time. Partner acknowledges that Closely is the owner of the Trademarks and Partner agrees that it will do nothing inconsistent with such ownership and that all use of the Trademarks by Partner shall inure to the benefit of Closely. Upon use of Closely trademarks, Partner agrees to notify Closely within thirty (30) days of its use and to supply a copy of the material containing trademarks, including disclosure of distribution and intended recipients of the material. Partner acknowledges that the Trademarks are valid under applicable law. Partner shall not register or attempt to register the Trademarks in any country or jurisdiction. Partner shall not make any express or implied statement or suggestion, or use the Trademarks in any manner, that dilutes, tarnishes, degrades, disparages, or otherwise reflects adversely on Closely or its business, products or services.
- Partner agrees that it shall not adopt a trademark, trade name, uniform resource locator (“URL”), Internet domain name, or symbol confusingly similar to any trademark or name of Closely or its products. If it is found that Partner has used or is using or has previously registered such prior to or after entering into this Agreement, Partner shall irrevocably and without limitation or additional consideration assign, transfer, and convey all rights, privileges, registrations, and titles, if any, claimed by Partner to Closely and shall then strictly comply with the provisions of this Section 9. Closely may (in addition to any other available remedies) terminate this Agreement immediately if Partner opposes, contests, or challenges in any manner Closely’s ownership and use of its name and trademarks.
TERM & TERMINATION
- This Agreement shall commence as of the Effective Date and shall continue in effect for one (1) year. This Agreement shall thereafter automatically renew for successive one-year terms.
- Either party may terminate this Agreement at any time upon 30 days prior written notice to the other party. This Agreement shall automatically terminate in the event that either party makes any assignment for the benefit of creditors, files a petition for bankruptcy, or is adjudged bankrupt or becomes insolvent or is place in the hands of a receiver.
- Closely reserves the right to immediately suspend or terminate the Agreement if the Partner breaches this Agreement, follows unfair practices, or does not comply with Closely’s marketing requirements.
- Closely reserves the right to immediately suspend or terminate the provision of the Service to any Commissionable Lead that violates Terms of Use.
- Upon termination of this Agreement for any reason, all rights and licenses granted to Partner under this Agreement will immediately terminate. Partner shall continue to be entitled to receive any amounts owing to Partner up to the date of termination, after payment of which Referral Fees to Partner will be discontinued, unless otherwise stated in this Agreement. Termination of this Agreement shall not act as a waiver of any breach of this Agreement or as a release of either party from any liability for breach of such party’s obligations under this Agreement. Notwithstanding any other provision in this Agreement, Closely will not by reason of the termination of this Agreement be liable for compensation, reimbursement, or damages on account of any loss of prospective profits on anticipated sales, or on account of any expenditures, investments, or other commitments made in connection with Partner’s business or goodwill, or otherwise.
- Provision of this Agreement which by their nature or express terms extend beyond the duration of this Agreement or require performance after termination of this Agreement, shall survive termination of this Agreement.
OTHER PROVISIONS
- The Terms of Use enshrine the applicable law and dispute resolution order applicable hereto.
- Partner may not transfer or assign, directly or indirectly, this Agreement or any interest therein or any right or obligation thereunder, voluntarily or by operation of law without Closely’s prior written consent. Closely may assign or transfer this Agreement to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger without Partner’s consent. Any attempted assignment or delegation without consent of the other party, except as expressly set forth herein, will be void or, at the non-assigning party’s sole discretion, may be treated as fully binding upon and in force and effect against any such successor or assign. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors, and their assigns.
- The parties are independent contractors. Notwithstanding the use of the term “Partner” in this Agreement, for all legal purposes, the parties are not partners or joint ventures and their relationship is not that of a partnership, joint venture, or principal-agent. Instead, the parties are independent contractors. All financial obligations associated with a party’s business are the sole responsibility of such party. Partner does not have any express or implied right, power, or authority to enter into any agreement or commitment on behalf of Closely. All sales and other agreements between Partner and its leads are Partner’s exclusive responsibility.
- Closely may use the name and identity of Partner in advertising, publicity, or similar materials to designate Partner as a participant in the Program.
- This Agreement: (i) represents the entire agreement between the parties relating to the subject matter of this Agreement and (ii) supersedes all prior agreements, documents, understandings, and representations relating to the subject matter of this Agreement.
- If any provision of this Agreement is invalid under applicable law, such provision shall be limited, narrowed, construed and altered as necessary to render it valid, but only to the extent necessary to achieve such validity. If necessary, the invalid provision shall be eliminated from this Agreement and the remaining provisions shall remain in full force and effect.
EXHIBIT A
The Referral Fee associated with any Qualified Purchase shall be defined as follows:| Commission Rate: | 1 and 3-month Subscriptions (including renewal within the Referral Fee Period) | 50% | |
| 6 and 12-month Subscriptions (including renewal within the Referral Fee Period) | 60% | ||
| Payment Timing: | Net 45 from the Purchase Date (to calculate the Referral Fee) + Net 15 from the date when the Partner accumulated 500 USD within one account and requested the payment | ||
| Referral Fee Period and Terms: | One-Time Qualified Purchase | The Partner is eligible to benefit from and receive the Referral Fee for that transaction only; | |
| Qualified Purchase of Subscription: | The Partner is eligible to benefit from and receive the Referral Fee for that transaction within the term of the transaction but no longer than within 1 year (for 1-6-month Subscriptions) or 2 years (for 12-month Subscriptions) upon the Purchase Date. | ||
