REFERRAL AGREEMENT
THIS REFERRAL AGREEMENT is entered in to as of the date that you agree to its terms by clicking “Accept” (“Effective Date“), by and between TopHatMonocle Corp with a principal place of business at 2 Carlton Street, Suite 600, Toronto, Ontario, Canada, M5B 1J3 (“Company“) and you, a user of the Company Services (“Referral Partner“), (each a “party” and jointly “the parties“).
BY CLICKING ACCEPT, YOU HEREBY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THIS DOCUMENT AND THAT YOU AGREE TO BE BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT CLICK “ACCEPT.” IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, YOU HEREBY REPRESENT AND WARRANT THAT YOU HAVE THE NECESSARY POWER AND AUTHORITY TO BIND SUCH ENTITY TO THE TERMS OF THIS AGREEMENT.
IT IS AGREED:
Purpose. This Agreement allows Referral Partner to market and promote Company’s software as a service platform (the “Services“) to prospective customers who may be interested in subscribing for such the Services (“Prospects“).
Prospect Engagement. Company reserves the right to (a) enter into any agreements with Prospects on terms and conditions acceptable to Company, or to not enter into any agreements at all; (b) set the terms for Prospects’ engagement with the Company products and services including any remuneration for such participation, and (c) enter into similar compensation arrangements with third parties.
Compensation. Subject to the terms of this Referral Agreement, Referral Agent shall be entitled to compensation as currently described at http://offers.tophatlecture.com/refer-a-professor. The amount of compensation payable is at the sole discretion of the Company and subject to change from time-to-time without notice. The compensation shall be paid to Referral Agent no later than one (1) month subsequent to a Prospect’s action triggering compensation to a Referral Agent. In order to be eligible to receive the compensation, Referral Agent will be provided with a link to share with Prospects. Upon clicking on the link the Prospect will be prompted to enter certain information including the identity of the Referral Agent. Once submitted, the Propsect shall be associated with, and be eligible to trigger compensation for the Referral Agent identified. For greater certainty, Referral Partner shall not be entitled to compensation for the referral of: (i) Prospects with whom the Company has a pre-existing business relationship; and (ii) Prospects with whom the Company is already in negotiations with in respect of the Services. Except for the compensations described in this Section 3, each party shall be responsible for its own costs and expenses in carrying out its obligations under this Agreement.
Trademark Usage. The trademarks, logos, service marks and trade names under which Company markets the Company products and services (the “Marks“) shall remain the exclusive property of Company. This Agreement gives Referral Partner no license regarding the use of such Marks, except that during the term of this Agreement Company grants to Referral Partner a restricted, non-transferable, non-exclusive and revocable license to use the Marks to mark and promote Company’s business and initiatives to Prospects. Referral Partner agrees not to use the Marks in any way that may be determined objectionable by Company or confusing to any third parties regarding the nature of the relationship between Company and Referral Partner. Company reserves the right to approve particular uses of the the Marks.
Confidential Information. All documentation and information, including without limitation, design and presentation documetns, trade secrets, customer lists, techniques, processes and technical and marketing information which is supplied by one party (“Disclosing Party“) to the other (“Receiving Party“) in connection with this Agreement (“Confidential Information“) is hereby deemed to be proprietary to Disclosing Party and shall be held in trust and confidence for, and on behalf of, Disclosing Party, by Receiving Party and its employees, agents, distributors and contractors and shall not be disclosed by Receiving Party or used by Receiving Party for any purpose other than as strictly permitted under this Agreement, without Disclosing Party’s prior written consent. Receiving Party shall not copy or disclose all, or any part of, the Confidential Information except in accordance with the terms and conditions of this Agreement. Receiving Party shall be directly liable for the acts or omissions of its employees, agents, distributors and contractors with respect to such confidentiality obligations. Receiving Party agrees to protect the Confidential Information of the Disclosing Party with at least the same degree of care Receiving Party uses to protect its own trade secrets and proprietary information, which in any event shall be no less than a reasonable degree of care. The confidentiality obligations of the parties under this Agreement shall not apply to Confidential Information which:
at the time of disclosure is within the public domain, other than through a breach of this Agreement;
after disclosure becomes readily and lawfully available to the public, other than through a breach of this Agreement;
Receiving Party can establish, by documented and competent evidence, was in its possession prior to the date of disclosure of such Confidential Information by Disclosing Party; or
is approved in advance in writing by Disclosing Party for disclosure.
Warranties. Referral Partner represents and warrants that:
it shall not make, and Company shall not be bound by, any offer, acceptance, representation, warranty, or affirmation of fact whatsoever to any Prospect or third party respecting Company or the Company products or services, including the performance thereof;
it has not paid, and is not aware of any payments, to any third parties with a view to securing an order, contract and/or agreement contemplated hereunder or affecting a purchaser’s decision to approach Company for Company products or services.
Referral Partner shall indemnify and hold Company harmless against any and all third party proceedings, causes of action, suits, damages, losses, liability, costs and expenses (including reasonable legal fees) whatsoever that may arise, either directly or indirectly, in any connection with any breach of the foregoing representations and warranties, any misuse, unauthorized use or violation of the Marks and/or Referral Partner’s performance hereunder.
Limitation of Liability. Except in the event of a breach of Section 4, 5 or 6 the parties agree that:
neither party shall be liable to the other party for direct damages in excess of the total compensation paid to Referral Partner by Company during the one (1) year period immediately preceding the date on which the damages were occurred; and
neither party will be liable for any punitive, indirect, special, consequential or incidental damages (including but not limited to lost profits), whether based in contract or in tort (including but not limited to negligence) or otherwise, arising out of or relating to this Agreement.
Term and Termination. This Agreement begins on the Effective Date and indefinitely unless termination in accordance with this Section 8. This Agreement will terminate:
for convenience, on thirty (30) days prior written notice by either party, provided that Company, in its sole discretion, reserves the right to waive the such notice period;
on the twentieth (20th) day after one party gives the other written notice of a breach by the other of any term or condition of this Agreement unless the breach is cured before that day;
by Company giving notice if (a) Referral Partner assigns any rights obligations or this Agreement without the prior written consent of Company; or (b) if Referral Partner is the subject of a change of control, amalgamation, acquisition or merger without Company’s prior written consent.
On termination or expiration of this Agreement, all licenses granted to Referral Partner hereunder shall terminate and each party shall return to the other as soon as possible all copies of the other party’s property and materials in its possession or control, including all copies of the other party’s Confidential Information. Where this Agreement expires or terminates as provided for herein, no Compensation shall be payable with respect to any Prospect for which Company has not signed an agreement for the applicable Company product or service prior to the earlier of i) the effective date of the expiration or termination of this Agreement and/or ii) the date of notice of termination.
Expectations. Referral Partner acknowledges and agrees that it has no expectation that its business relationship with Company will continue for any minimum period or that Referral Partner shall obtain any anticipated amount of profits by virtue of this Agreement. Company shall not be liable, by reason of any termination of this Agreement, for compensation, reimbursement or damages on account of the loss of prospective profits or on account of expenditures or commitments whatsoever in connection with the business or goodwill of Referral Partner. Except as provided in this paragraph, termination hereunder shall be without prejudice to any other right or remedy to which either party may be entitled hereunder, at law, or in equity.
Status. Referral Partner is not an agent or employee of Company nor is it authorized or permitted to make any representations or warranties on behalf of Company. During the term of this Agreement, should the term “partnership,” “partner” or “referral partner” be used to describe the parties’ relationship under this Agreement, the parties agree to make it clear to third parties that these terms refer only to the spirit of cooperation between the parties and do not describe or create the legal status of partners or joint venturers.
Compliance with Laws. Each party will comply fully with all applicable federal, provincial and/or state and local laws and regulations relating to its obligations under this Agreement including, without limitation, all applicable privacy laws.
Severability & Waiver. If any provision of this Agreement is held invalid by any law, rule, order or regulation of any government, or by the final determination of a court of competent jurisdiction, such invalidity will not affect the enforceability of any other provisions not held to be invalid. The provisions of this Agreement shall be interpreted to carry out the intent of the parties to the fullest extent permitted by law. Any delay by either party to exercise any right or remedy under this Agreement will not be construed to be a waiver of that or any other right or remedy hereunder.
Governing Law. This Agreement shall be governed by the laws of the Province of Ontario, Canada, without giving effect to the principles of conflicts of law. Any disputes shall be resolved exclusively by the courts in Ottawa, Ontario.
Survival. The confidentiality requirements, ownership and proprietary rights, exclusions of warranties, indemnification obligations, limitations of liability and general provisions set forth in this Agreement shall survive the expiration or termination of this Agreement.
Notices. All notices of any kind shall be in writing and may be served by personally or by prepaid registered or certified mail or by private mail service (for example, Federal Express or DHL), or by facsimile with proof of receipt to the addresses noted below.
Entire Agreement. This Agreement constitutes the entire agreement of the parties as to the subject matter hereof and supersedes any and all prior oral or written memoranda, understandings and agreements as to such subject matter. Any conflict between the body of this Agreement and its schedules shall be resolved in favour of the schedules. This Agreement may be amended only by a written agreement signed by authorized Referral Partners of both parties.
IN WITNESS WHEREOF, the parties have executed this Agreement by their respective, duly authorized officers on the date indicated below.
Terms and Conditions
These Terms and Conditions (“Terms”) are applied to this Top Hat gift cards/certificates promotional offer (“Promotion”). This Promotion is only available through Top Hat and is only valid for qualified participants. Please see the merchant gift card/certificate for additional terms and conditions, which are subject to change at merchant’s sole discretion.
The listed gift card merchants are in no way affiliated with Top Hat, nor are the listed merchants to be considered sponsors or co-sponsors of this Promotion. Use of merchant names and/or logos is by the permission of each respective merchant and all trademarks are the property of their respective owners.
Information on how to qualify for the Promotion are part of these Terms.
Any individual who participates in this Promotion is a “Participant” and such participation is deemed acceptance of these Terms.
This Promotion is not valid in conjunction with any other promotions or offers, which Top Hat may offer from time to time.
In order to qualify for the Promotion, Participants must: • Refer a professor to Top Hat, with the knowledge that this professor will subsequently be contacted to arrange an online demonstration of the Top Hat platform • Provide Participant contact details, including name, phone number, and email address to Top Hat • Authorize Top Hat to use their contact information (name) when contacting the referred professor
The referred professor must complete the online demonstration of Top Hat. Upon completion of the demonstration, the Participant has qualified for one (1) $20 gift card from Amazon
Each Participant in this Promotion is only eligible to receive one (1) gift card per referral for the duration of the Promotion and the Offer Period. Gift cards will only be fulfilled following confirmation of the demo completion to Top Hat. If such confirmation of the referral’s demo completion is not received by Top Hat, this Promotion is invalid.
Notification that the Participant has successfully qualified for the Promotion will come from Top Hat by email.
Eligible gift cards will only be sent to qualified Participants via email and all other delivery methods will not be offered by Top Hat. Gift cards will be emailed to qualified Participants to the email address the Participant provides. Neither Top Hat nor the Issuer are responsible for email address inaccuracies provided by the Participant. Top Hat will distribute the Promotion to Participants who have successfully qualified following confirmation from that the Participant’s referral’s demonstration has been completed. Please allow up to one (1) week for gift card fulfillment processing after confirmation.
The Promotion will still be distributed to Participants who have successfully qualified up to sixty (60) days after the end of the Offer Period.
Top Hat reserves the right, at its sole discretion, to disqualify any individual or Participant who tampers, or attempts to tamper, with the operation of the Promotion, or violates the Promotion Terms, or for any other reason deemed suspicious by Top Hat. Top Hat’s decision is final and no correspondence with the Participant will be entered into.
Top Hat reserves the right, at any time, to cancel, modify or suspend this promotion.
Any issues with gift card fulfillment must be brought to the attention of Top Hat within three (3) months of the application date.
All content included within the Promotion, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of Top Hat or its content suppliers and protected by Canadian copyright laws.
The Promotion is non-transferable and there is no cash alternative.
The Promotion is void where prohibited.