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Vervotech Affiliate Partner Application Form

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REFERRAL PARTNER AGREEMENT

THIS REFERRAL FORM EXECUTED BY REFERRAL PARTNER WITH COMPANY AND BETWEEN VERVOTECH SOLUTIONS PRIVATE LIMITED, HAVING ITS REGISTERED OFFICE AT FIRST FLOOR, FLAT NO. 101, E BUILDING, RICH WOODS, PLOT NO. 150, SECTOR 11, PCNTDA, CHIKHALI, PIMPRI CHINCHWAD, PUNE, MAHARASHTRA, 411019, IN, (“THE COMPANY”) AND YOU AS AN INDIVIDUAL REFERRAL PARTNER OR ANY SOLE PROPREITOR, PARTNERSHIP, LIMITED LIABILITY PARTNERSHIP, PRIVATE LIMITED COMPANY OR PUBLIC LIMITED COMPANY OR ANY OTHER BUSINESS ENTITY EXECUTING THE REFERRAL FORM (“THE REFERRAL PARTNER”) IS GOVERNED UNDER THE TERMS OF THIS REFERRAL PARTNER AGREEMENT (“AGREEMENT”). PLEASE READ THIS AGREEMENT CAREFULLY. BY CLICKING “ACCEPTED AND AGREED TO” REFERRAL PARTNER AGREES TO THE AGREEMENT APPLICABLE TO THE REFERRAL FORM.

REFERRAL PARTNER ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS, AND IF THE REFERRAL PARTNER IS A PERSON WHO IS SIGNING ON ITS BEHALF HAS BEEN AUTHORIZED TO DO SO AND THE COMPANY DOES NOT HAVE ANY LIABILITY TOWARDS VERIFYING THE AUTHORITY OF THE PERSON WHO HAS SIGNED THE AGREEMENT ON BEHALF OF THE REFERRAL PARTNER.

APPOINTMENT REFERRALS

Appointment. Company hereby appoints Referral Partner, and Referral Partner hereby accepts such appointment, as Company’s non-exclusive referral partner for the marketing and promotion of Services and the referral of leads for the sale of Services, as further set forth in this Agreement.

Scope of Authority Referral Partner's sole authority shall be to (a) market and promote Services as set forth in this Agreement, and (b) provide sales leads to Company for Company to contact in its sole discretion. The Parties agree that Company will directly enter into agreements with customers for the provision of Services to such customers.

DUTIES AND RESPONSIBILITIES OF THE REFERRAL PARTNER

Prior to undertaking any solicitation efforts of a prospective customer or client ("Prospect”) relating to the services or products or offerings of the Company as set out at http://vervotech.com/vervotech-affiliate-program ("Services”), Referral Partner shall submit a referral form, in a format shared by the Company ("Referral Form”), for written approval of the Company. The Referral Partner agrees to provide the necessary information, data and materials as may be requested by Company in respect of the Prospect. Referral Partner shall fill out a Referral Form and shall provide Company with the names of the Prospect to which Referral Partner intends to refer to the Services). If the Prospect is a large business entity, Referral Partner shall specify the name of division of such large entity in the customer list.

If a Prospect is approved by Company as a potential customer, Company will confirm such acceptance or rejection of such Prospect in writing via email to Referral Partner (“Referral Date”). Notwithstanding anything to the contrary, the Company will be entitled to accept or reject a Prospect at its own discretion, without providing any justifications or reasons in relation to the same. For the avoidance of doubt, Company reserves the right to decline to enter into a transaction with any prospect for lack of creditworthiness or for any other reason. Prospect which are not approved by Company are considered out of scope of Referral Fee. In the event Company does not notify Referral Partner of acceptance of the Prospect, it shall be deemed to be rejected.

In case Company notifies Referral Partner of its approval of a Prospect, the Referral Partner will provide assistance to the Company in establishing contact between the Prospect and the appropriate contact at Company, without any additional costs.

If the foregoing activities result in the Prospect entering into and executing a formal customer agreement with Company (hereinafter, a “Qualifying Transaction”), Referral Partner shall be entitled to a Referral Fee subject to receipt of amount invoiced to the customer for sale of Services through Qualifying Transaction (hereinafter, a “Qualified Sale”) and subject to the other conditions set forth under this Agreement; provided, however, that such Qualifying Transaction is consummated no later than six (6) months following the Referral Date.

A Prospect may not qualify as such, if, as on the Referral Date: (a) it is an existing customer of Company; (b) it has previously been contacted by Company, Company’ s affiliates or any other agent, reseller, vendor who markets Company’ s products and services; (c) it has previously been introduced or referred to Company as a potential prospect by a third party or (d) it is parent, subsidiary or affiliate of Company.

RESPONSIBILITIES OF THE REFERRAL PARTNER

Limited Authority Referral Partner will make no representations, warranties or guarantees on behalf of Company. Referral Partner has no authority to distribute or resell Services, or to make any commitments, agreements, or to incur any liabilities whatsoever on behalf of Company. Company will not be liable for any acts, omissions to act, contracts, commitments, promises or representations made by Referral Partner hereto. Referral Partner's activities under this Agreement shall be at its own cost and risk. Referral Partner shall not, without prior approval from Company, submit proposals, accept orders, negotiate and conclude contracts, and/or alter, vary or modify in any manner any of the terms and conditions of Company' s offer/ proposal / contract.

Assistance. Referral Partner shall make best efforts in performance of its responsibilities under the Agreement and provide reasonable support to Company.

Quarterly Meetings. Referral Partner agrees to meet, either in person or via teleconference, no less frequently than once every calendar quarter to discuss the status of the relationship contemplated herein and emerging opportunities and as directed by Company from time to time.

Training. Company shall have no obligations to provide the Referral Partner any training regarding the Services. Upon request of Referral Partner and in case the Referral Partner is an organization, Company shall make good faith efforts to provide sales training focused on the marketing and promotion of Services to Referral Partner employees, at REFERRAL PARTNER’s own cost.

Subcontracting. Referral Partner shall not subcontract any of its obligations under this Agreement.

Competing Products and Business Practices. During the term of this Agreement, Referral Partner shall promptly inform Company of Referral Partner promotion, marketing, or distribution of any product or service offering similar functionality to Services. Referral Partner (a) shall conduct its business under this Agreement in a manner that reflects favorably upon Company, Services, and Company's goodwill and reputation, (b) shall not engage in illegal, deceptive, misleading, or unethical trade practices, and (c) shall not, and shall not permit any of its subsidiaries or affiliates, or any of its or their respective directors, officers, managers, employees, independent contractors, representatives, or agents to, promise, authorize, or make any payment, or otherwise contribute any item of value, directly or indirectly, to any third party and in each case, in violation of the applicable anti-bribery or anti-corruption law.

Data Protection and Privacy. In the performance of the services set forth herein Referral Partner may receive or have access to personal data of the Company and its personnel. Referral Partner agrees to comply with the terms set forth in this Agreement, in its collection, receipt, transmission, storage, disposal, use and disclosure of such personal data. Referral Partner agrees to ensure compliance with applicable laws, rules and regulations, including but not limited to laws, rules and regulations related to personal data protection and data privacy. To the extent the Referral Partner will share any personal data with the Company, the Referral Partner shall be responsible for obtaining informed consent from such individuals for the processing of their personal data. The Referral Partner agrees to take all necessary steps to ensure compliance, including but not limited to executing appropriate contractual agreements as may be necessary as per applicable laws.

REPRESENTATIONS AND WARRANTIES

Representations and Warranties. Referral Partner represents and warrants that (a) it has the full corporate right, power and authority to enter into this Agreement and to perform its obligations hereunder, (b) the execution of this Agreement and the performance of its obligations hereunder does not and will not conflict with or result in a breach (including with the passage of time) of any other agreement to which it is a party, and (c) this Agreement has been duly executed and delivered by such Party and constitutes the valid and binding agreement of such Party, enforceable against such Party in accordance with its terms. Referral Partner further represents and warrants that it shall comply with all applicable data privacy laws while performing its obligations under the Agreement, and that it has all rights necessary to provide the Referral Form to Company for Company’s use pursuant to this Agreement. Referral Partner specifically represents and warrants that it has procured from all data subjects whose personal information it is disclosing to Company an explicit consent to disclose their personal information to Company for use in contacting them for marketing and/or other business purposes.

GENERAL DISCLAIMERS- EACH OF COMPANY AND REFERRAL PARTNER ACKNOWLEDGES AND AGREES THAT, IN ENTERING INTO THIS AGREEMENT, EXCEPT AS EXPRESSLY SET FORTH HEREIN, IT HAS NOT RELIED UPON ANY WARRANTIES, EXPRESS OR IMPLIED, AND THAT NEITHER PARTY HAS MADE ANY REPRESENTATIONS, ASSURANCES, OR PROMISES THAT COMPANY WILL RECEIVE ANY NEW REFERRED CUSTOMERS OR NEW BUSINESS OR THAT REFERRAL PARTNER WILL RECEIVE ANY REFERRAL FEES AS A RESULT OF THIS AGREEMENT. COMPANY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES REGARDING THE SERVICES, WHICH ARE PROVIDED AS-IS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, ORAL OR IN WRITING, ARISING UNDER ANY LAWS, INCLUDING WITH RESPECT TO ERROR-FREE OPERATION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

PAYMENT

In consideration of the Services provided by the Referral Partner in accordance with the Agreement, Company will pay to the Referral Partner as per the Referral Fee specified below, which shall be Company’ s sole payment obligation.

Referral Fee: For any invoices issued pursuant to Qualified Sales received by Company from customer during the referral period, Company shall pay Referral Partner a Referral Fee as per the % (mentioned on the referral Page) of the amount actually collected by Company from customer as a one-time Referral Fee.

Company shall make payment of undisputed invoice raised by Referral Partner within Sixty (60) days of the date of Company' invoice to customer for the Qualified Sales.

Company shall not pay or reimburse Referral Partner for any expenses related to this Agreement, unless expressly agreed to by Company in writing, before such expenses were incurred.

Limitation on Referral Fee:

Company will not pay more than one (1) Referral Fee in connection with any given Qualified Sales.

Referral Partner will receive the Referral Fee only as one-time fee.

Referral Partner will not be entitled to receive any Referral Fees for any subsequent services which are beyond the first transaction.

A renewal of a Qualified Sale shall not be considered a new Qualifying Transaction and shall not entitle Referral Partner to any Referral Fee.

Referral Fee shall be paid only when the actual invoicing amount have been collected from Qualified Sales. Referral Partner shall not be entitled to receive payment of Referral Fees for Qualifying Transactions remaining unpaid.

LICENSES AND OWNERSHIP

Company Marks. Subject to the terms and conditions set forth in this Agreement and solely for the purposes hereof, Company grants to Referral Partner a non-transferable, non-exclusive license, without right of sublicense, to use the Company trademarks, service marks, and logos as approved by Company (the “Company Marks”) to perform its obligations set forth in this Agreement. The use of all Company Marks, including placement and sizing, shall be subject to Company’s then-current trademark use guidelines, if any, provided by the Company. If the Company Marks become, or in Company’s opinion are likely to become, the subject of an infringement claim, Company may at its option modify or replace the Company Marks and require Referral Partner to cease use of the allegedly infringing Company Marks. Referral Partner shall promptly provide Company with samples of all materials that use the Company Marks for Company’s quality control purposes. If, in Company’s discretion, the Referral Partner’s use of the Company Marks does not meet Company’s then-current trademark usage policy, Company may, at its option, require Referral Partner to revise such material and re-submit it under this Section prior to display, or release of further materials bearing or containing such Company Marks. Except for the right to use the Company Marks set forth above, nothing contained in this Agreement shall be construed to grant to Referral Partner any right, title or interest in or to the Company Marks, and all right, title, and interest in and to the Company Marks shall be retained by Company. Referral Partner acknowledges that Company asserts its exclusive ownership of the Company Marks and the renown of the Company Marks worldwide. Referral Partner shall not take any action inconsistent with such ownership and further agrees to take all actions that Company reasonably requests to establish and preserve its exclusive rights in and to the Company Marks. Referral Partner shall not adopt, use, or attempt to register any trademarks or trade names that are confusingly similar to the Company Marks or in such a way as to create combination marks with the Company Marks.

Company Materials. Subject to the terms and conditions set forth in this Agreement and solely for the purposes hereof, Company grants to Referral Partner a non-transferable, non-exclusive license, without right of sublicense, to distribute the Company Materials exactly as provided to Referral Partner by Company to perform Referral Partner’s obligations under this Agreement.

Ownership. As between Referral Partner and Company, Company retains all right, title, and interest to (a) the Company Marks, (b) the Services, any of its products, material or pre-existing intellectual property rights (c) the high-level description of the Company Products and the Company Materials, and (d) all Intellectual Property Rights related to any of the foregoing. There are no implied licenses under this Agreement.

No Intellectual Property Rights. Parties agree that no intellectual property rights are conceived or developed under this Agreement. If any intellectual property rights are conceived or developed, the intellectual property rights will vest with Company, unless otherwise agreed by the parties.

CONFIDENTIALITY

In connection with this Agreement, “Confidential Information” means all data and information of a confidential nature of Company disclosed by Company to the Referral Partner under this Agreement, as well as information that Referral Partner knows or reasonably should know that the Company regards as confidential, including business practices, software, technical information, future product/services plans, programming/design techniques or plans, know-how, trade secrets, prospects, customers, end users suppliers, development plans or projects, and services. Confidential Information may be communicated orally, in writing, or in any other recorded or tangible form.

Confidentiality. Referral Partner shall maintain in confidence all Confidential Information disclosed to it by the Company. Referral Partner shall not use for any purpose outside the scope of this Agreement, or disclose to any third party such Confidential Information except as expressly authorized by this Agreement. To the extent that disclosure is authorized by this Agreement, the Referral Partner shall obtain prior agreement from its employees, contractors, agents, and consultants to whom disclosure is to be made to hold in confidence and not make use of such information for any purpose other than those permitted by this Agreement. Referral Partner shall use at least the same standard of care as it uses to protect its own most confidential information (and in no event less than reasonable care) to ensure that such employees, contractors, agents, and consultants do not disclose or make any unauthorized use of such Confidential Information. Referral Partner shall promptly notify the other upon discovery of any unauthorized use or disclosure of the Confidential Information. Notwithstanding any other provision in this Agreement to the contrary, the obligations set forth in this section 7 shall survive any termination or expiration of this Agreement for perpetuity.

Exceptions. The obligations of confidentiality contained in this section 7 shall not apply to the extent that it can be established by the Referral Partner by competent proof that such Confidential Information:

was already known to the Referral Partner, other than under an obligation of confidentiality, at the time of disclosure by the Company;

was generally available to the public or was otherwise part of the public domain at the time of its disclosure to the Referral Partner;

became generally available to the public or otherwise became part of the public domain after its disclosure, other than through any act or omission of the Referral Partner in breach of this Agreement; or

was disclosed to the receiving Party, other than under an obligation of confidentiality, by a third party who had no obligation not to disclose such information to others.

Authorized Disclosure. Notwithstanding any provision to the contrary, the Referral Partner may disclose Confidential Information (a) to the extent required by law or any governmental authority, or (b) on a “need to know” basis under an obligation of confidentiality to its legal counsel or accountants, provided, that such Referral Partner shall to the extent practicable (and except to the extent it would jeopardize the filing or prosecution of letters patent) use commercially reasonable efforts to assist the Company in securing confidential treatment of such information required to be disclosed. Prior to disclosing any Confidential Information under this section 7 Referral Partner shall take reasonable steps to give the Company sufficient notice of the disclosure request for the Company to contest the disclosure request.

INDEMNITY

Referral Partner shall indemnify, defend, and hold Company harmless from and against any and all liabilities, losses, damages, costs, fees, and expenses (including reasonable attorneys’ fees) resulting from or arising out of any Claims based on allegations that (a) Referral Partner breached any obligations including with limitation Confidential Information, representation or warranty contained herein, or has breached any applicable laws, rules and regulations, or (b) Referral Partner made a representation or warranty regarding Company or the Services that is inconsistent with the written high-level description of Services provided to Referral Partner by Company, or is otherwise unauthorized by Company.

Indemnification Procedure. An indemnifying party hereunder shall be liable for any costs and damages to third parties incurred by the other party which are attributable to any such Claims, provided that such other party (i) notifies the indemnifying party promptly in writing of the claim, (ii) gives the indemnifying party the sole authority to defend, compromise or settle the claim, with prior approval of the Company and (iii) provides all available information, assistance, and authority at the indemnifying party’s reasonable request and at the indemnifying party’s reasonable expense to enable the indemnifying party to defend, compromise, or settle such claim. Any indemnifying party hereunder shall diligently pursue any defense required to be rendered hereunder, shall keep the indemnified party informed of all significant developments in any action defended by the indemnified party, and shall not enter into any settlement affecting the indemnified party’s interests without the prior consent of the indemnified party.

LIMITATION OF LIABILITY

COMPANY SHALL NOT BE LIABLE TO REFERRAL PARTNER OR ANY THIRD PARTY FOR ANY INDIRECT DAMAGES INCLUDING TOWARDS COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, LOST PROFITS OR ANY OTHER SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES, HOWEVER CAUSED, AND WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCTS LIABILITY OR ANY OTHER THEORY OF LIABILITY, REGARDLESS OF WHETHER COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE MAXIMUM AGGREGATE LIABILITY OF COMPANY FOR DIRECT DAMAGES FOR ANY REASON SHALL BE LIMITED TO AMOUNTS PAID BY COMPANY IN RESPECT OF THE QUALIFYING SALE . THESE LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY.

NON-SOLICITATION OF PERSONNEL

The Referral Partner shall not engage or hire as an employee or engage as independent contractor, Company’ s employees or independent contractors during the term of this Agreement and for a period of one (1) year following expiration or termination of this Agreement except as may be mutually agreed in writing.

TERM AND TERMINATION:

Term. The term of this Agreement shall be one (1) year from the Effective Date unless terminated earlier in accordance with the provisions of this Section. This Agreement shall renew automatically for additional one-year terms unless one Party provides the other written notice no later than thirty (30) days prior to the expiration of the then-current term of the Agreement of its intention to allow the Agreement to expire at the end of such term.

Termination for Breach. Either Party may terminate this Agreement for cause resulting from the material breach of this Agreement by the other Party by providing the breaching party written notice of such material breach and the intention to terminate for cause. The Party receiving such notice shall have thirty (30) days to cure such material breach. If at the end of such thirty (30) day period, the breach has not been cured to the reasonable satisfaction of the Party seeking to terminate the Agreement, the Agreement shall terminate.

Termination for Convenience. Either Party may terminate this Agreement for convenience upon ninety (90) days’ written notice.

Effect of Termination; Duties of the Parties Upon Termination. Upon any termination or expiration of this Agreement, Referral Partner shall (a) refrain thereafter from representing itself as a promoter or marketer of Company Products, or as a referral partner of Company, (b) immediately cease all use of any Company Marks, and (c) return to Company the Company materials and Confidential Information and all tangible items in Referral Partner’s possession or under its control containing Confidential Information of Company. Upon any termination or expiration of this Agreement, Company shall return to Referral Partner all tangible items in Company’s possession or under its control containing Referral Partner’s Confidential Information. Upon any termination or expiration of this Agreement, all licenses granted under this Agreement shall terminate.

Survival. Any clauses which by their very nature survive termination of the Agreement, will survive.

MISCELLANEOUS:

Construction. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement. As used in this Agreement, the singular shall include the plural and vice versa, and the terms “include” and “including” shall be deemed to be immediately followed by the phrase “without limitation.” The captions and headings in this Agreement are inserted for convenience and reference only and in no way define or limit the scope or content of this Agreement and shall not affect the interpretation of its provisions.

Governing Law and Dispute Resolution: This Agreement will be governed by and construed in accordance with the laws of the India, without reference to its conflict-of-laws principles. The Parties shall resolve any difference or dispute arises out of this Agreement by way of negotiations. If such negotiation process fails, then all disputes arising from or related to this Agreement shall be resolved before exclusive jurisdiction of courts in Pune, India.

NOTICES: All notices including hereunder shall be given in writing by hand delivery, courier service or email at the addresses set forth below:

If to Company

If to REFERRAL PARTNER

Attention: Sanjay Ghare

Email: finance@vervotech.com

Address: 3rd Floor, Amar Tech Centre, Sakore Nagar, Viman Nagar, Pune, Maharashtra 411014

Non-Waiver: A party's failure or delay in enforcing any provision of the Agreement will not be deemed a waiver of that party's rights with respect to that provision or any other provision of the Agreement. A party's waiver of any of its rights under the Agreement is not a waiver of any of its other rights with respect to a prior, contemporaneous or future occurrence, whether similar in nature or not.

Captions: The captions in the Agreement are not part of the Agreement, but are for the convenience of the parties. References to Sections are to sections of this Agreement.

Counterparts. Any documents signed in connection with the Agreement may be signed in multiple counterparts, which taken together will constitute one original.

Severability: In the event any term of the Agreement is held unenforceable by a court having jurisdiction, the remaining portion of the Agreement will remain in full force and effect, provided that the Agreement without the unenforceable provision(s) is consistent with the material economic incentives of the parties leading to the Agreement.

Relationship between the Parties. The relationship of Referral Partner and Company is that of independent contractors. Regardless of the use of the word "partner" in the title of this Agreement, neither Party is, nor shall be deemed to be, a partner, joint venturer, agent, or legal representative of the other Party for any purpose. Neither Party shall be entitled to enter into any contracts in the name of or on behalf of the other Party, and neither Party shall be entitled to pledge the credit of the other Party in any way or hold itself out as having authority to do so. No Party shall incur any debts or make any commitments for the other, except to the extent, if at all, explicitly provided herein.

Assignment. Referral Partner shall not assign or transfer this Agreement, in whole or in part, whether by operation of law or otherwise, or delegate any of its obligations hereunder, without the express written consent of Company. Subject to the foregoing, this Agreement shall be binding upon the successors and permitted assigns of the Parties. Any assignment in violation of the foregoing shall constitute a material breach of this Agreement and shall be null and void.

Force Majeure. Neither Party shall be liable for any failure or delay in fulfilling the terms of this Agreement due to fire, strike, war, civil unrest, terrorist action, government regulations, acts of nature or other causes which are unavoidable and beyond the reasonable control of the Party claiming force majeure.

Entire Agreement. The Agreement constitutes and contains the complete, final and exclusive understanding and agreement of the Parties and cancels and supersedes any and all prior negotiations, correspondence, understandings, and agreements, whether oral or written, between the Parties respecting the subject matter thereof. Parties agree that, their engagement with each other is on non-exclusive basis and either Party is free to appoint any third party for performance of their respective obligations.

Electronic Record. This Agreement is an electronic record in the form of an electronic contract formed under Information Technology Act, 2000 and rules made thereunder and the amended provisions pertaining to electronic documents / records in various statutes as amended by the Information Technology Act, 2000. This Agreement does not require any physical, electronic or digital signature. This Agreement constitutes a legally binding document between the Subscriber and the Company.