Cover Page This Partner Agreement, consisting of this Cover Page and the Business Terms (collectively, this “Agreement“), is made and entered into by and between Company and Partner (each, as defined below). The Agreement shall become binding on the day the Company and Partner sign this Agreement and receive an email confirmation from Company indicating that the Agreement has been received and processed by Company (the “Effective Date“). Company and Partner are sometimes referred to as a “Party”, and together as the “Parties.” As used in this Agreement, the following terms shall have the meanings set forth below:
Company “Company” means Eternal Legacy Company LLC, DBA EverArk, a U.S., State of California, limited liability company with corporate offices in California. Telephone: 833-383-7275 (833-EverArk) Email: email@example.com For legal notices, provide copies to: EverArk – Legal Department -firstname.lastname@example.org
Partner “Partner” or “You” means the person or company (including Company Name and other information) detailed in the Partnership Form as submitted by You.
Term “Term” shall mean the “Initial Term” and all “Renewal Term(s)” thereafter (each, as defined in Section 4 of the Business Terms).
Business Terms Background Eternal Legacy Company LLC (known herein as “EverArk”) is a software and technology solutions provider that help improve operations and sales for the death care industry. As a leader in software innovation, EverArk serves traditional and green burial cemeteries across all geographical locations (“Company Service”). Partner wishes to promote, market, advertise, and sell the Company Service to potential EverArk customers (“Referrals”) through its website(s) and other marketing channels, in accordance with Company’s Partner Program (“Program”) detailed in this Agreement.
Agreement The Parties agree as follows: 1. LICENSE. 1.1 Subject to this Agreement and its terms, Company hereby grants to Partner a free, non-exclusive, non-transferable and revocable license (“License”) to market and distribute the Company Service to Referrals, and to use the Company trademarks, logos and URLs provided by Company (“Licensed Marks,” as may be amended by Company from time to time), and associated materials, language or code for the sole purpose of promoting the Company Service (collectively, “Marketing Materials”). 1.2 The license to use the Licensed Marks granted herein is subject to updates from time to time by Company at its sole discretion. Company may revoke this license at any time by giving Partner thirty-day (30) written notice (including email).
3. QUALIFIED REFERRALS, COMMISSIONS. 3.1 Qualified Referrals. “Qualified Referrals” mean Referrals (i) referred by Partner to Company and who complete the sign-up procedure in accordance with the procedure described in Section 3.2; (ii) of whom Company has no record in connection with the Company Service, or who are not, at the time referred to Company by Partner, in any contractual relations or ongoing negotiations or communications with Company in connection with the Company Service; (iii) who accept the Terms and acquire, at a Referral’s own discretion and without receiving any monetary or other incentive from Partner; and (iv) who are not rejected by Company, and make at least one payment to receive the Company Service (“Client”). 3.2 Referral Procedure.Each Referral shall be referred to Company by Partner through the online lead form easily found on the company’s website (https://www.everark.io/partners.html#leadform), which Partner shall have the Referral fully complete and submitted to Company (“Referral Form”). Upon receiving each Referral Form, Company shall send an email to the Referral’s email address indicated in the Referral Form, detailing the steps to be taken towards registration to receive the Company Service and becoming a Qualified Referral. Company shall be responsible for the sales process to all Referrals, subject to the Parties’ continued good-faith cooperation in promoting the sales process to Referral. 3.3 Exclusions. The following referral exclusions apply: 3.3(a) You may submit a Referral via email to Company if the website is not accessible. Email submissions should be sent to email@example.com. 3.3(b) You may not submit your own organization as a lead. 3.3(c) Company reserves the right to terminate this Referral Agreement if it suspects that you do not have the Qualified Referral’s consent for disclosing their Referral information, or that you are gaming, including, but not limited to, submission of low-quality leads or unusually high volumes. 3.3(d) If you are a Company employee or a direct or extended family member of a Company employee, you may not participate in the Referral Program. 3.3(e) Referral information from ineligible countries (embargoed countries by the US government) will not be accepted. 3.4 Commissions. The following terms apply: 3.4(a) Responsibilities. Company shall collect all fees from Clients for the Company Service directly from Clients. 3.4(b) Referral Fees. Upon a Qualified Referral becoming a Client, Company shall pay Partner referral fees arrears of the contracted license fees for the term of the initial contract payable by the Client under the Terms (“Referral Fees”). Such Referral Fees shall become payable and be paid to Partner within thirty (30) days of the end of the calendar quarter in which Company Service fees attributed to such Clients are paid to Company. 3.4(c) Associated Charges. Partner shall be responsible for payment of all taxes, duties, governmental charges, and other like charges levied on the Referral Fees, and Partner shall indemnify, defend, and hold Company harmless from and against any claims arising out or relating to all charges emanating from Company’s payment of Referral Fees. 3.4(d) Sales/Commissions Reports. Company shall provide Partner, via email, a quarterly report summarizing the sales activities of Partner and its commissions for Clients derived from Referral Forms and recognized as Qualified Referrals. Company shall not reveal the names or other personal information about Referrals and Qualified Referrals. 3.4(e) Referral Information. You acknowledge and agree that Company may provide Referral Information to Company Partners and Affiliates but has no control over the sales and marketing process with respect to such Referral Information, or when or if a customer will place an order. You hereby waive any liability to Company relating to its (or the Company Partners & Affiliates) sales efforts and for how many (if any) orders are placed based on Referral Information provided. 4. TERM AND TERMINATION. 4.1 Initial Term. This Agreement shall become effective as of the Effective Date and shall continue for twelve (12) months thereafter (“Initial Term”) unless Company rejects Partner’s application to participate in the Program. 4.2 Renewal Term. Following expiration of the Initial Term, this Agreement will be automatically renewed for additional consecutive terms of twelve (12) months (each, “Renewal Term”), unless a Party gives written notice (including via email to firstname.lastname@example.org) of termination to the other Party at least thirty (30) days’ prior to the end of the Initial Term or any Renewal Term. 4.3Early Termination. 4.3(a) Reasonable Cause. Company shall have the right to terminate this Agreement at any time for reasonable cause by giving thirty (30) days prior written notice via email to Partner. 4.3(b) For Cause. Either Party may terminate this Agreement at any time, effective immediately upon written notice (including via email) to the other Party who has materially breached this Agreement, provided that prior to terminating this Agreement the terminating Party shall provide written notice of such material breach and thirty (30) days opportunity for the breaching Party to cure such breach. 4.4 Effect of Termination. From and following the date of termination of this Agreement Partner’s rights under this Agreement shall terminate, and Partner shall not be entitled to receive any Referral Fees or any other payments under this Agreement other than commissions or payments earned or accrued prior to termination of this Agreement.
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