This Referral Agreement (the “Agreement”) is effective from the date of sign up (the “Effective Date”),

BETWEEN: Soundstripe Inc. (the “Company”), a Delaware corporation.

AND: The Partnering Entity willingly entering into the “Partner Program” (the “Provider”).

RECITALS:

  • The Company wishes to retain Provider to provide certain referral services on the terms and conditions hereinafter set forth.
  • Provider wishes to provide such services to the Company on such terms and conditions.

NOW THEREFORE, in consideration of the premises, the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. SERVICES TO BE PROVIDED

  • Provider agrees to provide to the Company the services set out in Schedule A hereto (the “Services”).
  • Provider agrees and undertakes to perform the Services with all due skill, competence and diligence.
  • Provider agrees that the Company shall have, at all reasonable times, access to the work product, or any component thereof, which Provider produces in performing the Services.

2. COMPENSATION

The Company shall pay Provider commissions in accordance with the terms set out in Schedule B hereto.

3. TERM AND TERMINATION

  • This Agreement shall continue in full force and effect unless and until terminated in accordance with this Section 3.
  • This Agreement may be terminated for any reason at any time by either the Company or Provider giving the other party seven (7) days’ written notice of termination.
  • Upon termination, all Links (as defined in Schedule A) will immediately be disabled and Provider will not receive any compensation following termination, regardless of whether a User (as defined in Schedule A) signed up for Company Products (as defined in Schedule A) prior to termination. 
  • Provider shall forthwith upon termination return to the Company all confidential data embodied or recorded in tangible form, which is in its possession.

4. STATUS

  • It is understood and agreed that this is an agreement for the performance of services and that the relationship of the parties to each other is that of independent contractors. No agency or partnership is created by this agreement. Provider shall not hold itself out as or represent itself to be an agent of the Company. Provider shall not be entitled to any remuneration, rights or benefits other than as set forth in this Agreement and in Schedule B hereto, unless otherwise agreed in writing by both parties hereto.
  • Provider shall comply with all applicable statutes, laws, ordinances and regulations governing the performance of the Services.

5. CONFIDENTIALITY

  • Each party shall take all reasonable action and shall take at least the same precautions as it takes to prevent the disclosure of its own confidential information, to prevent the disclosure to third parties of the Confidential Information. Each party shall only have the right to disclose the Confidential Information to its officers, directors, employees, agents and consultants for the purposes authorized herein. Each party shall, prior to disclosing the Confidential Information or any portion thereof to any such person, issue appropriate instructions to them to ensure that such persons are aware of their obligation to comply with the confidentiality and use obligations and restrictions contained in this Agreement. If each party has taken all such reasonable steps it shall not be responsible if such Confidential Information or any part thereof should be divulged to any third party by reason of honest mistake or dishonest appropriation by any of each party’s agents or employees.
  • For the purposes of this Section 5, “Confidential Information” means all confidential business data and information provided by a Party hereunder. Confidential Information shall not include any data or information which:
  1. is or becomes publicly available through no fault of the disclosing party;
  2. is already in the rightful possession of the disclosing party prior to its disclosure to that party;
  3. is independently developed by the disclosing party;
  4. is rightfully obtained by the disclosing party from a third party;
  5. is disclosed with the written consent of the other party; or
  6. is disclosed pursuant to court order or other legal compulsion.
  • Provider and the Company hereby acknowledge and agree that:
  1. the confidentiality covenants set forth in this Section 5 are reasonable in the circumstances and are necessary to protect the interests of the Company and Provider; 
  2. and in addition to the right of the Company or Provider to claim damages, the breach by Provider and the Company of any of the confidentiality covenants set forth in this Section 5, 
  3. as the case may be, may cause serious and irreparable harm to the Company or Provider, as the case may be, and in the event of a breach by either party (a “Party in Breach”) of any of these provisions, 
  4. notwithstanding any other provision of this Agreement, the other party (the “Aggrieved Party”) shall be entitled, as a matter of right, to seek an injunction against the Party in Breach. 
  5. The provisions of this paragraph shall not be construed so as to be in derogation or limitation of any other remedy, which the Aggrieved Party may have in the event of such a breach.
  6. The provisions of paragraphs 5(a) and 5(c) above shall survive the termination of this Agreement.
  7. The existence of any claim or cause of action of either party against the other, whether pursuant to this Agreement or otherwise, shall not constitute a defense to the enforcement of the provisions of this Agreement by either party against the other.

6. PROGRAM EXCLUSION / RESTRICTED ACCESS

  • The Company may restrict access to the affiliate program to anyone for any reason. Predicated on past experience, and strategic internal decisions, access to the Company’s “partner program” bars the following groups from participation:
  1. Coupon / Discount Aggregation Websites
  2. Competitors to the Company
  3. Groups whose identity or ownership of a web property cannot be verified
  4. Groups who submit an incomplete application

7. INTELLECTUAL PROPERTY

All intellectual property rights, including copyrights, patents, patent disclosures, and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how, and other confidential information, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, derivative works, and all other rights (collectively, "Intellectual Property Rights") in and to all documents, work product, and other materials that are delivered by the Company under this Agreement or prepared by or on behalf of the Provider in the course of performing the Services (collectively, the "Deliverables") except for any Confidential Information of Provider shall be owned by the Company. The Company hereby grants Provider a license to use all Intellectual Property Rights in the Deliverables free of additional charge and on a non-exclusive, worldwide, non-transferable, non-sublicensable, fully paid-up, royalty-free, and perpetual basis to the extent necessary to enable Provider to provide the Services. ‍

8. SUBCONTRACTS

Provider agrees that all Services to be performed hereunder shall be performed in their entirety by Provider and that no part thereof, nor any modifications to the Services, nor any additional services, shall be performed by a subcontractor without the prior approval of the Company.

9. INDEMNIFICATION

  • Provider hereby covenants and agrees to indemnify and save harmless the Company, its directors, officers, employees, agents and representatives (the “Company Indemnified Parties”) from and against any claims, demands, actions, causes of action, damages, losses, costs, liabilities, expenses, penalties or fines (including reasonable legal fees) which any of the Company Indemnified parties may sustain, incur or suffer and/or which any person including, without limitation, a Subscriber may make or bring against a Company Indemnified Party arising directly or indirectly in any way by reason of, out of, in respect of or in connection with:
  1. any non-fulfillment of any covenant or agreement on the part of Provider under this Agreement;
  2. any incorrectness in or breach of any representation of Provider contained in this Agreement;
  3. any act or omission, including, without limitation, any negligence or other tortuous act, committed by Provider and its directors, officers, employees, agents and representatives in the performance of its obligations under this Agreement;
  4. any untruth, inaccuracy or incorrectness of any of the marketing materials prepared and distributed by Provider pertaining to the Services;
  5. the Services including, without limitation, the operation, administration or provision thereof.
  • The Company hereby covenants and agrees to indemnify and save harmless Provider its directors, officers, employees, agents and representatives (“Provider Indemnified Parties”) from and against any claims, demands, actions, causes of action, damages, losses, costs, liabilities, expenses, penalties or fines (including reasonable legal fees) which any of the Provider Indemnified Parties may sustain, incur or suffer and/or which any person may make or bring against an Provider Indemnified Party arising directly or indirectly in any way by reason of, out of, in respect of or in connection with any incorrectness in or breach of any representation of the Company contained herein.
  • The indemnifications set forth in this Section 8 shall survive the termination of this Agreement and for a period of two (2) years thereafter.

10. GENERAL TERMS

  • This Agreement, including Schedule A and Schedule B hereto, constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written of the parties and there are no warranties, representations or other agreements between the parties in connection with the subject matter hereof except as specifically set forth herein.
  • No supplement, modification or waiver or termination of this Agreement shall be binding unless executed in writing by both parties. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision (whether or not similar) nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.
  • Neither this Agreement nor any rights or obligations hereunder shall be assignable by any party without the prior written consent of the other party. This Agreement shall inure to the benefit of and be binding upon the parties and their respective heirs, executors, administrators, successors and permitted assigns.
  • Each party represents and warrants in favor of the other that it has all necessary capacity and authority to enter into this Agreement and to carry out its respective obligations hereunder and that neither party is a party to, bound or affected by or subject to any indenture, mortgage, lease, agreement, instrument, charter or by-law provision, statute, judgment, decree or laws of the United States which would be violated, contravened, breached by, or under which default would occur as a result of, the execution and delivery of this Agreement and the performance of its respective obligations hereunder.
  • This Agreement shall be governed and interpreted by the laws of the State of Delaware, without regard to its conflict of laws principles. Davidson County, Tennessee shall be the appropriate venue and jurisdiction for the resolution of any disputes hereunder. Both parties hereby consent to such personal and exclusive jurisdiction.

‍11. MARKETING VIA SEARCH INTENT 

  • The Company strictly prohibits any Providers from bidding in any ad exchange on the The Company's brand name or terms deemed by the Company as closely related to its own brand name. 

SCHEDULE A

SERVICES TO BE PROVIDED

Provider shall provide the Services to the Company upon the terms and conditions set out in the Agreement and as set out below.

Provider will act as Company’s non-exclusive distributor to market the Company Products to end users of the Company Products (“Users”) and refer such Users to the Company, who will contract directly with such Users.

The Company will provide Provider with custom URL(s) (the “Links”) that are generated and tracked by the FirstPromoter platform found at https://firstpromoter.com (“FirstPromoter”). Provider may publish the Links wherever it has the legal right to do so (e.g., social media, blog, website, etc.).

“Company Products” means any and all products commercially offered to Users on the Company’s website.

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SCHEDULE B

PAYMENT

The Company shall compensate Provider in accordance with the terms set out below. The Company and Provider may amend this Schedule B in writing from time to time.

Terms may or may not include:

Discounts: Users who sign up for a Company Product via Provider’s Link can receive a one-time discount of 10%.

Initial Payment on New Sales: The Company can pay Provider a commission equal to 20% of Net Revenue actually received by the Company from the initial payment on new sales to Users who sign up for a Company Product within 90 days of clicking the Provider’s Link. For the avoidance of doubt, if a User elects to be billed monthly, Net Revenue under this provision shall only include the first month’s payment — subsequent monthly payments (“Subsequent Payments”) shall not constitute Net Revenue under this provision.  

The Company and Provider agree to rely upon reports generated by FirstPromoter as conclusive evidence of the amount of commission owed to Provider pursuant to this Schedule B. Company shall generate such reports on the 1st business day of each month and will pay all amounts due on the 15th of such month.

As used in this Schedule B, “Net Revenue” means all revenue actually received by the Company, less any applicable taxes or fees payable by the Company. For the avoidance of doubt, Net Revenue shall not include amounts that are (a) billed but not collected, or (b) not yet billed.

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Questions may be directed to our Privacy Compliance Officer by sending written correspondence to: 

 Soundstripe

604 Gallatin Ave, Suite 300

Nashville, TN 37206

Attn: Privacy Compliance Officer