AFFILIATE ROYALTY REFERRAL AGREEMENT
This Royalty Referral Agreement (“Agreement”) is made effective by and between Adwizar, Technologies, Inc. (“Spectacular Academy”), and account holder (“Affiliate”). Eligibility for a Referral Royalty will be dependent upon Adwizar’s reasonable determination that, in addition to referring the Referral, Referrer had a relevant role in the consummation of Adwizar’s agreement with such Referral. For each Referral subject to this Agreement, Referrer must identify Referral to Spectacular Academy by using the allocated affiliate link provided when you create your affiliate account.
I. TERMS
1. Royalty. As full consideration for the Referral, Adwizar agrees to pay Referrer a royalty (“Referral Royalty”) equal to fifty percent (50%) of the gross profits payable to Adwizar as a direct result of the Referral.
2. Net Profits. Net profits shall be defined as the total revenue received by Adwizar as compensation for Adwizar’s services to Referral, less a) all direct expenses and b) all other amounts agreed to be excluded by written agreement of the parties. Any monies received by Adwizar as repayment of any funds advanced to Referral shall not be subject to division for purposes of the Referral Royalty.
3. Payment of Royalties. Adwizar shall keep an accurate account of the revenue generated by the Referral and shall render a statement through its portal and make payments no sooner than the 15th day of each month, and after the refund period and shall, concurrently with the rendering of such statement, pay to Referrer the amount of the royalties accrued during the corresponding period by the payment method on file.
4. Disputes & Chargebacks. Affiliate will be responsible to return any monies paid out for a referral payment that has been disputed or charged back. Spectacular Academy will deduct any disputed or charge back payment from their upcoming payment. If the affiliate does not have any affiliate revenue generated within 60 days, the affiliate will be invoiced and responsible to pay back Spectacular Academy within 15 days of the invoice date.
5. Cancellations and Refunds. Spectacular Academy will not make any payment to affiliates until the 15 day refund period is over. Affiliate will be responsible to return any monies paid out for a referral payment that has been refunded after the refund period. Spectacular Academy will deduct any refunded payment from their upcoming payment. If the affiliate does not have any affiliate revenue generated within 60 days, the affiliate will be invoiced and responsible to pay back Spectacular Academy within 15 days of the invoice date.
6. Duration. Royalties shall be payable to Referrer for the duration of Referral’s contract with Adwizar, subject to the following: Referrer’s earnings under this Agreement shall cease upon the termination or expiration of Referral’s contract with Spectacular Academy.
7. Existing Referrals. Adwizar may reject any Referral that references any existing client or references a company or client that Adwizar has commenced discussions with regarding Spectacular Academy’s services or products.
8. Confidentiality. Referrer and Referrer’s employees, agents and representatives will not at any time or in any manner, either directly or indirectly, use for the personal benefit of Referrer, or divulge, disclose or communicate in any manner, any information that is proprietary to Adwizar, including information pertaining to prospective or existing referrals, and will protect such information and treat it as strictly confidential. This provision will survive termination of this Agreement.
9. Resolution of Conflicts Regarding Referral Royalty. Adwizar shall not be liable for more than a single Referral Royalty for each single Referral. If any third party should make a claim for any Referral Royalty or part thereof, then the Referral Royalty earned hereunder shall be apportioned among the claimants for same as determined by Adwizar in Adwizar’s sole discretion. Adwizar shall make a reasonable effort to consult with all relevant parties regarding any apportionment. The final decision of Adwizar regarding the apportionment of any Referral Royalty due and payable hereunder shall be final.
10. Exclusivity. This Agreement shall not be construed to be a commitment by either party to work exclusively with the other party regarding referrals of potential new business or any other business activities.
11. Third-Party Beneficiaries. This Agreement is intended for the sole and exclusive benefit of the signatories and is not intended to benefit any third party. Only the parties to this Agreement may enforce it.
12. Independent Contractors. The relationship of Adwizar and Referrer under this Agreement shall be and shall at all times remain that of independent contractors and not that of employer and employee, franchisor and franchisee, joint ventures or partners. This Agreement does not establish either party as the other party’s agent or representative for any purpose. Neither party shall have any authority of any kind to bind the other party in any respect whatsoever. Without limiting the generality of the preceding sentence, neither party is authorized to enter into contracts or any obligation in the other party’s name, or to transact any business on behalf of the other party.
13. Non-Disparagement. Referrer will not disparage Adwizar or otherwise take any action that could reasonably be expected to adversely affect Adwizar’s reputation or public perception. Additionally, Referrer will not disparage any of Adwizar’s directors, officers, agents, executives or employees, or otherwise take any action that could reasonably be expected to adversely affect the personal or professional reputation of any of Adwizar’s directors, officers, agents, executives or employees. This provision will survive termination of this Agreement.
14. Indemnity. Except for any breach of this Agreement, neither party hereto shall be liable for any claims suffered by the other party hereto or any third party resulting from any activity of either of the parties under or relating to this Agreement. This provision will survive termination of this Agreement.
15. Entire Agreement. This Agreement constitutes the entire agreement between the parties and any alteration must be in writing and signed by each party.
