THIS REFERRAL AGREEMENT (“AGREEMENT”) IS MADE AND ENTERED INTO AS OF THE DATE YOU CLICK TO ACCEPT THE PARTNER PROGRAM TERMS OF SERVICE AND THIS AGREEMENT. ANY TERMS CAPITALIZED AND NOT DEFINED HEREIN WILL HAVE THE DEFINITION ASSIGNED TO SUCH TERMS IN THE PARTNER PROGRAM TERMS OF SERVICE. THE PARTIES HERETO AGREE AS FOLLOWS:

  1. Appointment. Subject to the terms and conditions of this Agreement, Reciprocity appoints Referrer and Referrer agrees to act for Reciprocity, as a non-exclusive, independent referral partner to promote and sell certain Reciprocity’s hosted software solutions and professional services, which will be communicated to Referrer by Reciprocity from time to time, (“Products”) to End Users (as defined below) in the United States and Canada (“Territory”) during the term of this Agreement. Nothing in this Agreement will be construed as limiting Reciprocity’s marketing or distribution activities or its appointment of other dealers, distributors, licensees, agents or referral partners. Unless otherwise specifically agreed upon by Reciprocity in writing (and notwithstanding any other provision of this Agreement), all of Referrer’s activities relating to this Agreement will be performed by and only by Referrer or by employees of Referrer.
  2. Reciprocity’s Obligations. In addition to its other obligations under this Agreement, Reciprocity’s obligations will be as follows: (a) Reciprocity will inform Referrer within a reasonable time of any changes in the Products, the prices, or marketing and sales documentation, and (b) Reciprocity will bear all risks of collection of amounts billed to End Users. With respect to each payment of referral fees thereunder, Reciprocity will provide Referrer with an accounting of the orders for which Reciprocity is paid (which will be limited to the invoice number, End User name, rate of referral fees and charge backs for each order).
  3. Referrer’s Obligations. In addition to its other obligations under this Agreement, Referrer’s obligations with regard to its referral of the Products will be as follows:
    1. Referrer will use its best efforts to promote and solicit orders for the Products from its end user customers (“End Users”) in the Territory on a continuing basis, including but not limited to placing Reciprocity’s Marks and related branding in a mutually agreed upon location on Referrer’s website. Referrer will also render to Reciprocity all such services necessary to undertake the sale of the Products, including, but not limited to: advising Reciprocity in the preparation of bids, proposals, or quotations responsive to said invitations or requests; promptly forwarding to Reciprocity any order which it may receive from an End User, making clear at all times that all such orders are subject to acceptance by Reciprocity; assisting Reciprocity in the pursuit and acquisition of new business and securing repeat orders for existing business; advising and assisting Reciprocity regarding local laws and business practices which might have an impact on the form and content of any proposal or contract; advising and assisting Reciprocity and making it aware of forthcoming procurements and procedures for procurement of End Users for Products in the Market; providing Reciprocity with information on the competitive status of procurements of End Users in a timely manner, including activities of competitors and reactions of End Users to the activities of both Reciprocity and its competitors; advising Reciprocity of the best approach to take in dealing with End Users; and rendering such other assistance and services of a similar nature which Reciprocity may request in connection with the purpose of this Agreement;
    2. Referrer will comply with good business practices, all applicable laws and regulations and will diligently perform all other duties as mutually agreed upon herein;
    3. Referrer will use Reciprocity’s then current names for the Products (but will not represent or imply that Referrer is Reciprocity or is a part of Reciprocity) and will not add to, delete from or modify any sales or marketing documentation or forms provided by Reciprocity;
    4. To the extent it becomes aware of them, Referrer will keep Reciprocity informed as to any problems encountered with the Products, and will communicate promptly to Reciprocity any and all modifications, design changes or improvements of the Products suggested by any entity;
    5. Quarterly (or more frequently at Reciprocity’s request), Referrer will promptly submit to Reciprocity reports containing such pertinent information about the End Users, the Products and Referrer’s activity as Reciprocity may reasonably request;
    6. Referrer will (i) comply with the U.S. Foreign Corrupt Practices Act, (ii) comply with any anti-corruption or anti-bribery statute in effect in the country or countries in which Referrer does business, (iii) not engage in any illegal, unfair or deceptive trade practices, unethical business practices, (iv) and not make any representation or warranty regarding the Products or on behalf of Reciprocity;
    7. During the term of this Agreement, Referrer will not market, promote, sell, lease, solicit or procure orders for or otherwise represent any product in competition with any of the Products and will conduct its business in a manner which favorably reflects upon the Products;
    8. Referrer warrants and represents to Reciprocity that neither this Agreement (or any term hereof) nor the performance of or exercise of rights under this Agreement, is contrary to, in conflict with, ineffective under, requires registration or approval or tax withholding under, or affects Reciprocity’s proprietary rights under, any law or regulation of any organization, country, group of countries or political or governmental entity;
    9. Referrer warrants and represents to Reciprocity that it will immediately notify Reciprocity if Referrer elects to accept any position or appointment with any entity that sells products competitive to Reciprocity’s Products prior to accepting such position. Reciprocity will have the option to terminate this Agreement at any time after receiving such notice. Referrer will not be entitled to any referral fee after any termination pursuant to this Section 3(i); and
    10. Referrer will be solely responsible for employing and retaining, in accordance with applicable law, each of its employees and independent contractors (“Workers”) that provide services on Referrer’s behalf in connection with this Agreement (“Services”). Referrer will pay such Workers promptly (including making any agreed upon reimbursement of expenses) in accordance with applicable state and federal wage and hour laws. Referrer will be responsible for all tax withholding and reporting with respect to its payments to Workers, and will pay to the appropriate governmental entity any employer statutory taxes, withholding taxes, social security taxes, unemployment or disability insurance or similar charges, including any interest or penalties thereon. Referrer will comply with all other applicable laws in connection with its employment or retention of Workers, including laws with respect to unlawful discrimination, workers’ compensation and benefits.
  4. Referral Fees, Payment and Expenses. In consideration of Referrer’s compliance with the terms of this Agreement, Reciprocity will pay Referrer Commissions as set forth in Reciprocity’s then-current Program Guide. Referrer will bear any and all costs or expenses incurred by Referrer to perform the obligations under this Agreement, including, but not limited to, insurance, travel expenses and telephone expenses.
  5. Warranty Disclaimer. RECIPROCITY MAKES NO WARRANTIES TO REFERRER WITH RESPECT TO THE PRODUCTS OR ANY SERVICES AND DISCLAIMS ALL WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
  6. Term and Termination.
    1. Term. This Agreement will have a term of one (1) year, which will automatically renew for subsequent one (1) year terms unless: (a) either party provides notice to the other party thirty (30) days before the end of the then-current term of its intent not to renew the Agreement, or (b) earlier terminated as provided herein.
    2. Termination for Cause. Referrer may immediately terminate this Agreement for cause if Reciprocity materially breaches this Agreement and fails to fully cure such breach within thirty (30) days of the date of receipt of written notice from Referrer describing the breach. Reciprocity may immediately terminate this Agreement for cause upon the occurrence of any of the following events: (a) if Referrer ceases to do business, or otherwise terminates its business operations or if there is a material change in control of Referrer; or (b) if Referrer fails to secure or renew any license, permit authorization or approval for the conduct of its business, or if any such license, permit, authorization or approval is revoked or suspended; (c) if Referrer materially breaches this Agreement and fails to fully cure such breach within thirty (30) days of the date of receipt of written notice from Reciprocity describing the breach or (d) if Referrer seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against Referrer.
    3. Termination for Convenience. Reciprocity may terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice.
    4. Effect of Termination. In the event of termination of this Agreement pursuant to Section 6.2, or 6.3, Reciprocity will continue to pay: one hundred percent (100%) of Termination Commissions for one year following termination. “Termination Commissions” are defined as the referral fee due Referrer at, and subsequent to, the date of termination for orders procured prior to the termination date. Upon termination or expiration of this Agreement for any reason whatsoever, Referrer (a) will immediately discontinue any use of the name, logotype, trademarks or slogans of Reciprocity and the trade names of any of the Products, (b) will immediately discontinue all representations or statements from which it might be inferred that any relationship exists between Reciprocity and Referrer and (c) will cease to promote, solicit orders for or procure orders for Products (but will not act in any way to damage the reputation of Reciprocity or any Product). In addition, each party will immediately return to the other party all Confidential Information (defined below) then in such part’s possession.
    5. Survival. Sections 3, and 5 – 11 will survive any termination of this Agreement.
  7. Ownership Rights.
    1. Reciprocity’s Ownership of the Products. Reciprocity and its licensors (if any) own the Products. Reciprocity and its suppliers and/or licensors retain all right, title and interest (including, without limitation, all patent, copyright, trade secret and other intellectual property rights) in and to (i) the Products and all related documentation and materials, (ii) all of their service marks, trademarks, trade names or any other designations and (iii) any derivative works or modifications of any of the foregoing, and (c) there are no implied licenses under this Agreement and any rights not expressly set forth in this Agreement are hereby expressly reserved by Reciprocity.
    2. Right to Use the Products and Restrictions. Subject to the terms and conditions of this Agreement, Reciprocity hereby grants Referrer a right to use the Products solely for (a) internal training of Referrer employees, and (b) marketing and demonstration of the Products to potential End Users on behalf of Reciprocity.
    3. Restrictions. Referrer agrees not to directly or indirectly, (a) use the Products in a production or development environment, (b) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Products available to any third party, (c) reverse assemble, reverse compile, reverse engineer, decompile or otherwise attempt to discover the object code, source code, non-public APIs or underlying ideas or algorithms of the Products in whole or in part, except as and only to the extent this restriction is prohibited by law, (d) remove or obscure any proprietary or other notice from the Products or any material provided by Reciprocity, (f) modify, translate, copy, adapt or otherwise create derivative works or improvements, whether or not patentable, based on the Products. Referrer will also not market or demonstrate the Product to a potential End User, or the employees or Referrers of a potential End User whose principal line of business competes with Reciprocity.
    4. Trademarks. Reciprocity hereby grants Referrer a non-exclusive license to use Reciprocity trademarks, service marks, logos, trade names and proprietary words or symbols as Reciprocity may from time to time authorize, (collectively the “Marks”) subject to Reciprocity’s trademark usage guidelines and solely in connection with the marketing of the Products pursuant to the terms and conditions of this Agreement. Referrer must obtain prior, written approval of all uses of the Marks. Referrer will indicate that such Marks are the property of Reciprocity and are used under license from Reciprocity. Referrer acknowledges and agrees that the Marks are, and will remain, the sole and exclusive property of Reciprocity, and that nothing herein will give Referrer any right, title or interest in such Marks (including, without limitation, in any goodwill associated therewith, whether or not arising out of this Agreement), except such rights as are explicitly granted hereunder. Referrer will not use or register the Marks, or any other trademarks, service marks, logos or trade names of Reciprocity or any word, symbol or design confusingly similar thereto, including as part of its corporate name, as part of the name of any product of Referrer, domain names, email or social media identifiers or the like. Referrer agrees to promptly notify Reciprocity of any adverse use of marks confusingly similar to the Marks, and of any infringement, imitation or passing off of the Marks by any third party that comes to Referrer’s attention.
  8. Confidential Information.
    1. Definition During the term of this Agreement, either party may disclose to the other certain information that is marked or otherwise designated at the time of disclosure as “confidential” or “proprietary” or the like (“Confidential Information”). Reciprocity’s Confidential Information includes, without any marking or further designation, (a) Reciprocity’s pricing and other business terms related to sale of the Products, (b) any trade secrets, know-how, inventions (whether or not patentable), techniques, ideas, or processes related to the Products, (c) the design, architecture, computer code, internal documentation, and specifications of the Products, and (e) any problem reports, analysis and performance information related to the Products.
    2. Obligations of Confidentiality The receiving party agrees to keep Confidential Information strictly confidential, only use Confidential Information for the purpose of fulfilling its obligations hereunder and will disclose the Confidential Information only on a confidential basis to its own employees who have a need to know for purposes permitted by this Agreement. Neither party will have any obligation to protect Confidential Information which (a) was in the receiving party’s possession prior to receipt from the disclosing party, (b) is, or becomes, a matter of public knowledge through no act of the receiving party, (c) is rightfully disclosed to the receiving party by a third party without a duty of confidentiality, (d) is disclosed by the disclosing party to a third party without a duty of confidentiality, (e) is independently developed by the receiving party or (f) is disclosed by the receiving party with the written permission of the disclosing party.
    3. Feedback Referrer may from time to time provide suggestions, comments or other feedback with respect to the Products (“Feedback”). Feedback will not be deemed to constitute Confidential Information or to impose any confidentiality obligations on Reciprocity. Referrer agrees that Reciprocity is free to use, disclose, reproduce, license or otherwise distribute and exploit any Feedback as it sees fit, entirely without obligation or restriction of any kind.
  9. Indemnification. Referrer agrees to indemnify, defend and hold Reciprocity and its affiliates and their respective directors, officers, employees, subcontractors and agents harmless (collectively, the “Indemnified Party”), with respect to any third party claim, demand, cause of action, debt or liability, including reasonable attorneys’ fees, to the extent that such action is based upon or arises out of: (a) Referrer’s breach of Section 3 above; (b) Referrer’s gross negligence or willful misconduct; or (c) any warranty, condition, representation, indemnity or guarantee relating to Reciprocity granted by Referrer to any End User or prospective End User or any other third party.
  10. Limitation of Liability. FOR ANY CAUSE RELATED TO OR ARISING OUT OF THIS AGREEMENT, WHETHER IN AN ACTION BASED ON A CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR ANY OTHER LEGAL THEORY, HOWEVER ARISING, RECIPROCITY WILL NOT BE LIABLE TO REFERRER FOR (A) DAMAGES IN AN AMOUNT THAT EXCEEDS THE TOTAL COMPENSATION PAID TO REFERRER DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT WHICH GIVES RISE TO SUCH DAMAGES, (B) ANY DAMAGES BASED ON LOSS OR REVENUES, PROFITS, BUSINESS OR GOODWILL, OR THE LOSS OR CORRUPTION OF DATA, OR (C) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES. THESE LIMITATIONS WILL APPLY WHETHER OR NOT RECIPROCITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTHWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
  11. General Terms. This Agreement will inure to the benefit of and be binding upon each party, its successors and assigns. Referrer will not assign any of its rights or delegate any performance under this Agreement, voluntarily or involuntarily, whether by merger, consolidation, dissolution, operation of law or any other manner, without Reciprocity’s written consent, which may be withheld in Reciprocity’s sole discretion. Reciprocity may assign this Agreement without Referrer’s consent. This Agreement sets forth all the agreements and understandings between the parties. This Agreement will be construed under the laws of the State of California and the United States of America without regard to conflicts of laws. Each party irrevocably submits to the exclusive jurisdiction of such courts and waives any objection based on improper venue or forum non conveniens. The parties are independent contractors. Nothing in this Agreement creates a relationship of agent and principal, partners, joint venturers or employer-employee, and no act or obligation of either party will in any way bind the other. No provision of this Agreement will be waived except pursuant to a writing executed by the party against whom the waiver is sought. No waiver will be applicable other than in the specific instance in which it is given. If any provision of this Agreement is deemed to be unenforceable, the remainder of this Agreement will continue in full force and effect. This Agreement may only be amended, modified or supplemented by an agreement made in writing and signed by each party hereto. Headings herein are for convenience of reference only and will in no way affect interpretation of the Agreement.