Referral Program Agreement
This Referral Program Agreement ('Agreement') is intended to outline the terms and conditions for participation in Osmos Cloud Referral Program ('Referral Program') and is a legally binding contract between you or the company you represent ('You' or 'Your') and Osmos Cloud Inc ('Osmos'). By signing up, you agree to be bound by this Agreement in case of your appointment by Osmos. If you do not agree to be bound by the terms of this Agreement, do not proceed with the electronic sign up process.
Your appointment as a 'Partner' for one or more Osmos Services that are designated to you by a Osmos partner representative will be subject to review of the information provided by you during sign up and will be at Osmos's sole and absolute discretion.
3.PROSPECTIVE CUSTOMER REGISTRATION
Upon appointment, an account will be created for you in the OsmosCpanelfor the purpose of registering prospective customers and for the purpose of managing the referral fees earned by you through this Referral Program. In addition, you can also register prospective customers by creating a free account directly from the signup page, and by entering your 'Partner' name.
You shall register ONLY a prospective customer that is interested in trying or opening an account with Osmos.
In the event a prospective client registered by you subscribe to an Osmos paid plan within a period of three months form the date of registration, you will be entitled to a referral fee ('Referral Fee') on such initial purchase and subsequent eligible purchases by the customer ('Eligible Transactions') as specified on the annex.
5.PAYMENT OF REFERRAL FEE
Referral Fee will accrue only after free trial has expired and upon completion of the first billing cycle thirty one (31) days. The time to process the payments is between 10 to 15 days. You will not be entitled to Referral Fee in case the customer cancels the subscription or downgrades to a free subscription plan and claims a refund of the subscription fee. Payment will be made through PayPalor any other method chosen by Osmossole discretion.
You will be responsible for payment of all taxes, duties, and charges levied on the Referral Fee, and you shall indemnify, defend and hold Osmos harmless from and against any claims arising out or relating to non-payment of applicable taxes, duties, and charges.
You agree to conduct yourself in a responsible, professional, and appropriate manner while dealing with prospective customers. You also agree not to make any representation or warranty with respect to Osmos Cloud Services to the prospective customers other than those representations and warranties contained in the OsmosTerms of Service.
7.TERM AND TERMINATION
This Agreement will commence as of the date you receive an email from Osmosconfirming your appointment as a 'Partner' and shall continue until terminated by either party in accordance with the provisions contained in this Agreement.
1.1 Termination without Cause. Either party may terminate this Agreement at any time, for any reason, by giving thirty (30) days' notice through email.
1.2 Termination for Cause. Your failure to comply with any of the terms of this Agreement may result in a warning or immediate termination of this Agreement by Osmos.
1.3 Termination for Discontinuation of the Referral Program.Osmos reserves the right to discontinue the Referral Program. In the event Osmos decides to discontinue the Referral Program, you will be provided with thirty (30) days' notice through email.
8.EFFECT OF TERMINATION
In the event of termination of this Agreement without Cause by you or for Cause by Osmos, Osmoswill pay you any outstanding Referral Fee accrued as of the date of such termination.
In the event of termination of this Agreement without cause by Osmos or discontinuation of the Referral Program, you will continue to receive Referral Fee for all Eligible Transactions for a period of one year in respect of all paying customers before the end of the thirty day notice period.
Except as specifically stated above, termination of the Agreement will end all rights and responsibilities of both parties set out in this Agreement, any email communication or any web page relating to the Referral Program. You must immediately remove all references to Osmosfrom your website.
THE REFERRAL PROGRAM AND THE DESIGNATED OSMOS SERVICES ARE PROVIDED "AS IS". OSMOS DOES NOT MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO THE REFERRAL PROGRAM. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, OSMOS DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE REFERRAL PROGRAM AND THE DESIGNATED OSMOS SERVICES INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, QUIET ENJOYMENT, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. OSMOS WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH TERMINATION OF THIS AGREEMENT OR YOUR PARTICIPATION IN THE REFERRAL PROGRAM.
10.LIMITATION OF LIABILITY AND INDEMNITY.
OSMOS WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION ARISING OUT OF THIS AGREEMENT OR FOR ANY CLAIM BY ANY OTHER PARTY EVEN IF OSMOS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OSMOS'S ENTIRE LIABILITY WITH RESPECT TO THIS AGREEMENT AND THE REFERRAL PROGRAM UNDER THIS AGREEMENT SHALL NOT EXCEED THE REFERRAL FEE PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT.
11.CHANGES TO THE TERMS OF THIS AGREEMENT
You understand that Osmos may modify the terms of this Agreement from time to time. However, you will be provided notice of such changes through an announcement or by electronic mail. Upon being informed of such changes, you may either terminate this Agreement within fifteen days and cease participating in the Referral Program or accept the changes and continue to participate in the Referral Program. Your continued participation in the Referral Program after fifteen days from the date of notice of any such changes shall constitute your consent to such changes.
12.RELATIONSHIP OF PARTIES
The relationship between you and Osmos is non-exclusive. This Agreement shall not be construed as creating a partnership, joint venture, agency or any other relationship. You are not authorized to enter into any contract or to assume any obligation on behalf of Osmos. Neither is Osmos authorized to enter into any contract or to assume any obligation on your behalf.
This Agreement shall be construed, interpreted and governed by the laws of the Province of Quebec, Canada.
ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO THE SERVICES OR THIS AGREEMENT WILL BE GOVERNED BY THE COURTS OF COMPETENTS JURISDICTION OF THE PROVINCE OF QUEBEC, DISTRICT OF MONTREAL.
This Agreement, including the Additional Terms below, is the entire agreement between you and Osmos and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter. If any court of law, having the jurisdiction, rules that any part of this Agreement is invalid, that section will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. You cannot assign or transfer ownership of this Agreement to anyone without written approval of Osmos. However, Osmos may assign or transfer it without your consent to (a) an affiliate, (b) a company through a sale of assets by Osmos or (c) a successor by merger. Any assignment in violation of this Section shall be void.
You agree not to register any trademarks that are confusingly similar to Osmos's trademarks. Similarly, you agree not to register or use any internet domain names that are confusingly similar to Osmos's trademarks. Osmos's failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of Osmos's right to enforce such provision or any other provision of this Agreement subsequently. If any part of this Agreement is found invalid or unenforceable, the remainder shall be interpreted so as to reasonably effect the intention of both parties.
Any translation of this Agreement is done for local requirements and in the event of a dispute between the English and any non-English version, the English version of this Agreement shall govern. In the event of a dispute, the parties confirm that they have requested that this Agreement and all related documents be drafted in English.