Referral Agreement

 
This referral agreement for the Compliance Accelerator service is updated as of January 18, 2021, and becomes effective when you (the “Affiliate”) provide a “qualified referral” (as defined below) to Desired Outcomes, LLC (the “Company”). The Company will compensate (as defined below) the Affiliate for qualified referrals.

Eligibility.

To participate in the Company's affiliate program you must be at least eighteen years of age. You must provide true, complete, and up-to-date contact, tax, and payment information. You must not be based in Cuba, Iran, North Korea, Syria, or any other territory that is subject to a U.S. government embargo, or that has been designated by the United States Government as a “state-sponsor of terror”. You must be a U.S. citizen or U.S. resident. You must provide a valid U.S. bank account in your name or in the name of the organization you represent. to receive payment. You must not be listed on any U.S. government list of prohibited or restricted persons. The Company reserves the right to deny affiliate program application requests at anytime without providing a reason. The Company reserves the right to refuse payment and change eligibility requirements at any time.

Referral Arrangement.

For a referral to be designated as a “qualified referral”, the referral must make a successful purchase of Compliance Accelerator using the unique coupon code provided to the Affiliate by the Company.

Compensation.

The Company shall pay the Affiliate $1000 USD for each “qualified referral”. The Company shall pay the Affiliate within forty five (45) days of a completed referral, where a completed referral is when the qualified referral provides complete payment for agreed-upon services to the Company.

Termination.

Either Party may terminate this Agreement at any time without any penalty upon giving ten (10) days prior written notice either to the Affiliate via their provided email or to the Company at info@cubcyber.com.

Effect of Termination.

From and following the date of termination of this Agreement the Affiliate’s rights under this Agreement shall terminate, and Affiliate shall not be entitled to receive any Referral Fees or any other payments under this Agreement other than compensation earned or accrued prior to termination of this Agreement. Upon termination, the Company shall pay the Affiliate all compensation due and owing for “qualified referrals” made prior to the date of termination, but not yet paid. The company shall pay the affiliate all compensation due within 30 days of termination.

Customer Relations.

During and after the effective date, the Company shall be the exclusive owner of all relations created for the Company via the Affiliate, including any and all information identifying clients who contract with the Company.

Communications.

The Affiliate agrees that communication is to be via email only. If the Affiliate or Company wishes to speak on the phone or via video conference, they should coordinate via email to schedule a phone call or video conference.

Confidentiality.

During the course of this Agreement, it may be necessary for the Company to share proprietary information, including trade secrets, industry knowledge, and other confidential information, to Affiliate in order for Affiliate to seek out potential referrals. Affiliate will seek to provide referral and related services without proprietary information and the Company will honor this request. However, if Company is required to provide proprietary information, it will be discussed before release, and documented after release to Affiliate within five (5) days, and Affiliate will acknowledge in writing receipt of the same within five (5) days. The Affiliate will not share any proprietary information at any time. This section remains in full force and effect even after termination of the Agreement by its natural termination or the early termination by either party.

Representations and Warranties.

Both Parties represent that they are fully authorized to enter into this Agreement. The performance and obligations of either Party will not violate or infringe upon the rights of any third-party or violate any other agreement between the Parties, individually, and any other person, organization, or business or any law or governmental regulation.

Indemnity.

The Parties each agree to indemnify and hold harmless the other Party, its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from the negligence of or breach of this Agreement by the indemnifying party, its respective successors and assigns that occurs in connection with this Agreement. This section remains in full force and effect even after termination of the Agreement by its natural termination or the early termination by either party.

Limitation of Liability.

The Company shall not be liable for any incidental, consequential, indirect or special damages, or for any loss of profits or business interruptions caused or alleged to have been caused by the performance or nonperformance of the agreed services. The Affiliate agrees not to seek damages in excess of the cost of the services in this Agreement directly or indirectly through suits by or against other parties. The Affiliate agrees that the Company is not obligated to provide any remedies to the Affiliate.

Disclaimer of Warranties.

Affiliate shall refer potential clients/customers as requested by the Company. The affiliate does not represent or warrant that such referrals will create any additional profits, sales, exposure, brand recognition, or the like. Affiliate has no responsibility to the company if the referrals do not lead to the company’s desired result(s).

Severability.

In the event, any provision of this Agreement is deemed invalid or unenforceable, in whole or in part, that part shall be severed from the remainder of the Agreement and all other provisions should continue in full force and effect as valid and enforceable.

Waiver.

The failure by either party to exercise any right, power or privilege under the terms of this Agreement will not be construed as a waiver of any subsequent or further exercise of that right, power, or privilege or the exercise of any other right, power, or privilege.

Legal Fees.

In the event of a dispute resulting in legal action, if the Company is the prevailing or successful party the Affiliate shall cover any legal fees, including, but not limited to the Company’s attorneys’ fees, travel costs, or other costs incurred by the Company. Under no circumstances shall the Company be responsible for any expenses incurred by the Affiliate.

Non-Defamation.

Each party hereby undertakes not to cause any harm to the other party's reputation in the market and not to make, whether directly or indirectly, any negative or disparaging remarks about such party or any of its affiliates, officers, employees, directors (in each case, in their capacities as such), products, services or business practices.

Intellectual Property Rights.

All intellectual property rights (such as but not limited to trademarks, trade names, logos, patents, copyrights, domain names, and derivative rights) are and will remain the exclusive property of the Company. The Company may perform periodic reviews of any Marketing Materials presented by the Affiliate and shall have the exclusive authority and discretion to order the removal and/or amendment of any Marketing Materials presented by the Affiliate.

Modification.

The Company may modify any of the terms and conditions contained in this Agreement or replace it at any time and in the Company's sole discretion by adding a new agreement onto the Company’s website at www.cubcyber.com/referral-agreement. If any modification is unacceptable to the Affiliate, the only recourse is to terminate this Agreement. The Affiliate’s continued participation in the Company's affiliate program following any new agreement on our website at www.cubcyber.com/referral-agreement will constitute binding acceptance of the modification or of the new agreement.

Force Majeure.

A Party shall not be obliged to perform any of its obligations herein if it is prevented from doing so by a situation of force majeure. “Force majeure” events shall include events beyond the reasonable control of the Parties, including acts of God, acts of government, acts of nature, strikes or riots, as well as improper performance by the Company’s suppliers or defects in objects, materials, or software of third parties.

Parties’ Expenses.

The Parties shall each carry and pay all their own respective costs, charges, and expenses incurred in the performance of this Agreement. The Company is in no way responsible for any costs incurred by the Affiliate.

Independent Organizations.

The Parties herein act on their own behalf as independent organizations. 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, and the Affiliate is expressly precluded from acting on the Company’s behalf.

Legal and Binding Agreement.

This Agreement is legal and binding between the Parties as stated above. The Parties each represent that they have the authority to enter into this Agreement.

Governing Law and Jurisdiction.

The Parties agree that this Agreement shall be governed by United States Federal and Delaware state law.

Entire Agreement.

The Parties acknowledge and agree that this Agreement represents the entire agreement between the Parties.