This affiliate agreement (“Agreement”) is entered into by and between:
(1) Revelo Talent Corp, a Delaware corporation with head offices at 66 West Flagler Street, Suite 900, Miami, FL 33130 (hereinafter referred to as “Revelo”); and, on the other side,
(2) Affiliate Partner:
(hereinafter referred to as “Partner”),
(Revelo and Partner hereinafter jointly referred to as “Parties” and individually as “Party”),
Revelo is a technology company that, through its platform and search engine, renders services of sourcing, matching and introducing experts to clients and allowing the management of the ongoing engagement of such experts by the client, in accordance with its clients’ needs and requests (“Revelo Services”);
(A) Revelo and Partner desire to enter into an agreement pursuant to which Partner may, from time to time, refer sales leads to Revelo for compensation, as set forth more fully in Section 4 below.
NOW, THEREFORE, in consideration of the premises set forth above the Parties agree as follows:
1.1. During the term of this Agreement, Partner may promote Revelo and its services and refer potential customers (“Prospects”) to Revelo, and in return may be eligible for compensation in the form of referral fees (as described in Section 4) for each Qualified Referral (as defined in Section 3).
1.2. This Agreement does not grant exclusive rights to either Party to act as referrer on behalf of the other Party. The Parties act on their own behalf as independent contractors, and nothing in this Agreement shall create any joint venture, agency, franchise, sales representative, employment, or any other relationship between the Parties beyond the relations set out in this Agreement.
1.3. The Parties makes no representation or warranty about the creditability or suitability of any Prospect introduced to the other Party, and neither Party, nor any of its directors, officers, or shareholders, should in any way rely on the other Party to perform any due diligence with respect to the creditability or suitability of any Prospect.
1.4. The prices, terms, and conditions under which Revelo offers or sells any Revelo Services shall be determined by Revelo in its sole discretion. Each Party shall have the authority to control all discussions and negotiations regarding any proposed or actual offering or sale of its services. Nothing in this Agreement shall obligate either Party to actually offer or sell the Revelo Services or consummate any transaction with any Prospect. Revelo terminate any negotiations or discussions with Prospects at any time; and retain the right not to proceed with any sale of the Revelo Services without any liability or obligation to pay compensation to the Partner under this Agreement.
1.5. Each Party shall defend, indemnify, and hold harmless the other Party, and any of its directors, officers, and shareholders, against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorney fees, fees and the costs of enforcing any right to indemnification under this Agreement, incurred by the other Party, arising out or resulting from any claim of a third party related to its obligations under this Agreement.
2. Referral Procedures
2.1. Partner may refer Prospects to Revelo by making an introduction between Revelo and the Prospect via email to the addresses provided to Partner by Revelo or by sending prospects to Revelo’s website using a personal referral link provided by Revelo to Partner.
3.1. A “Qualified Referral” means a Prospect that (i) has been referred to Revelo following the procedures agreed to in Section 2.1.; (ii) is not a current or former customer of Revelo, and has not been contacted by or previously referred to Revelo; (iv) Revelo enters into an agreement to provide services to the Prospect within (12) months of such Prospect being referred.
4. Referral Fee
4.1. For each Qualified Referral made by the Partner to Revelo during the term of this Agreement, Revelo shall pay to the Partner a fee. This fee shall be payable only if the Qualified Referral engages the Revelo Services within (12) months from the date of introduction or the date of last new business referred to Revelo, as long as not in conflict with other existing referral agreements, at the following rates:
4.1.1. Referral Fee Structure
$500 referral fee if a prospect formally starts a hiring process with Revelo for an open role. This entails the client paying a nominal commitment deposit to start a search for a candidate for their open position; and
An additional $5,000 referral fee if the engaged client makes a hire for the open position and pays their first month’s invoice.
4.2. All referral fees shall be payable to the Partner within thirty (30) days following the Qualified Referral hitting the milestones for fees as described in 4.1.1.
4.3. Neither a referral fee nor any other amount shall be owed to the Partner in the event (i) Revelo does not enter into an agreement to provide services for a Qualified Referral, (ii) any agreement entered into between Revelo and a Qualified Referral is canceled by the Qualified Referral, whether or not due to a default by Revelo, without payment being received by Revelo, or (iii) Revelo does not otherwise receive payment from the Qualified Referral. Partner shall be responsible for payment of all taxes, duties, governmental charges, and other like charges levied on the referral fees, and the Partner shall indemnify, defend, and hold harmless from and against any claims arising out of or relating to all charges emanating from Revelo’s payment of referral fees to Partner.
5.1. All non-public, confidential, or proprietary information of the Parties, including, but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, and rebates, disclosed by either Party to the other Party, whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential,” in connection with this Agreement, as well as the terms and conditions and the existence of this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized by the disclosing Party in writing. Upon disclosing Party’s request, receiving Party shall promptly return all documents and other materials received from disclosing Party. The disclosing Party shall be entitled to injunctive relief for any violation of this Section 4. This section shall not apply to information that is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; (d) developed by the receiving Party without reference or use of the disclosing Party’s confidential information.
6. Publicity and Announcements.
6.1. The Parties shall not (orally or in writing) publicly disclose or issue any press or make any other public statement, or otherwise communicate with the media, concerning the existence of this Agreement or the subject matter hereof, without the prior written approval of the other Party (which shall not be unreasonably withheld or delayed), except to the extent that a Party (based upon the reasonable advice of counsel) is required to make any public disclosure or filing with respect to the subject matter of this Agreement by applicable law.
7. Term and Termination.
7.1. The term of this Agreement commences on the date of this Agreement and continues for a period of 12 months, unless and until earlier terminated as provided under this Agreement (the “Initial Term”). Upon expiration of the Initial Term, this Agreement automatically renews for additional successive one year terms unless and until either Party provides, at its sole discretion, Notice of termination with at least 30 days prior to termination or unless and until earlier terminated as provided under this Agreement (each a “Renewal Term” and together with the Initial Term, the “Term”).
7.2. In addition to any remedies that may be provided in this Agreement, either Party may terminate this Agreement with immediate effect upon Notice to the other party, if the other party: (i) fails to pay any amount when due under this Agreement and such failure continues for 30 days after the other party’s receipt of Notice of nonpayment; (ii) has not otherwise performed or complied with any of the terms of this Agreement, in whole or in part; or (iii) becomes insolvent, files a petition for bankruptcy, or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors.
8.1. All notices, requests, consents, claims, demands, waivers, summons and other legal process, and other similar types of communications hereunder (each, a “Notice”) must be in writing and addressed to the relevant Party at the address set forth on the first page of this Agreement (or to such other address that may be designated by the receiving Party from time to time in accordance with this Section 8.1.). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), or certified or registered mail (in each case, return receipt requested, postage prepaid). A Notice is effective only (i) upon receipt by the receiving Party and (ii) if the Party giving the Notice has complied with the requirements of this Section 8.1.
8.2. The Parties agree that this Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to its conflicts of law provisions. The Parties agree to submit to the exclusive jurisdiction of the courts of the State of New York, the settlement of any disputes or conflicts that may arise in connection with this Agreement.
8.3. This Agreement, and each of the terms and provisions hereof, may only be amended, modified, waived, or supplemented by an agreement in writing signed by each Party.
8.4. Neither Party shall assign, transfer, delegate, or subcontract any of its rights or obligations under this Agreement without the prior written consent of the other Party. Any purported assignment or delegation in violation of this Section shall be null and void. This Agreement will inure to the benefit of and be binding upon each of the Parties and each of their respective permitted successors and permitted assigns.
8.5. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together constitutes one and the same agreement. Delivery of an executed counterpart of this Agreement electronically or by facsimile shall be effective as delivery of an original executed counterpart of this Agreement.
8.6. Each party irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in any legal action, proceeding, cause of action or counterclaim arising out of or relating to this Agreement, or the transactions contemplated hereby.
8.7. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
8.8. This Agreement constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
8.9. The parties do not confer any rights or remedies upon any person other than the Parties and their respective successors and permitted assigns
8.10. The inclusion of headings in this Agreement is for convenience of reference only and shall not affect the construction or interpretation hereof.