You are entering into an agreement with Crowd Source Technologies Inc., registered at 200, 602.11 Avenue SW, Calgary, Alberta, T2R 1J8.
WHEREAS, Crowdsource Technologies Inc. (the “Company”) is engaged in the service of providing a platform that facilitates on-demand requests from users that wish to have a delivery made at any time (the “Services”).
WHEREAS, an individual (the “Referrer”) desires to refer potential clients (“Referrals”) of the Services to the Company in exchange for a fee on any revenue generated for sales by the Company as a result of such introductions.
NOW, THEREFORE, for and in consideration of the premises and the mutual promises hereinafter set for and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows
Section 1. Referrals.
a. During the Term, the Referrer will make Introductions of the Company to potential clients for purposes of promoting the services to such potential clients. The Referrer will use its professional judgement as to the appropriateness of an introduction (recognizing that some Introductions may not be appropriate).
b. The Company will meet or conference and negotiate independently with a potential client after an Introduction with respect to a potential relationship and the terms applicable to such a potential relationship. The Referrer may not object to any decisions made by the Company regarding the terms or conditions of a particular relationship entered into after an Introduction. Further, the Company will have sole discretion to enter into or not enter into an arrangement with potential client.
Section 2. Fee Payments.
a. During the Term, Company will pay Referrer a fee (the “Compensation) on “Collected Service Revenue” (as defined below) generated as a result of Introductions by Referrer in accordance with Schedule A. The compensation shall be considered complete consideration for all Referrals made during the term. Referrer shall be responsible for any and all income and other taxes applicable to it in connection with its receipt of Compensation pursuant hereto and as an independent contractor of the Company. The Company will not be responsible for any expenses of the Referrer in the course of the performance of its obligations hereunder unless such expenses have been previously approved in writing by the Company.
Section 3. Term and Termination.
a. This Agreement may be terminated by either party for any reason.
b. The following provisions shall survive the Termination Date: Sections 4 (Representations and Warranties), 5 (Indemnification), 6 (Limitation of Liability), and 7 (Miscellaneous).
Section 4. Representations and Warranties.
a. Each of Referrer and Company represents and warrants that it is not a party to any pending claims or litigation which might affect its performance of this Agreement.
b. EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE MARKETING SERVICES PROVIDED TO THE OTHER PARTY AND OTHER OBLIGATIONS UNDERTAKEN HEREUNDER, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE (EVEN IF Referrer HAS BEEN INFORMED OF SUCH PURPOSE), OR WARRANTIES ARRISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. FURTHER, THE COMPANY DOES NOT MAKE ANY WARRANTY THAT THE QUALITY OF THE SERVICES OR PRODUCTS PURCHASED OR OBTAINED BY A CLIENT AFTER A REFFERAL WILL MEET SUCH CLIENTS EXPECTATIONS.
Section 5. Indemnification.
a. Each party (an” Indemnifying Party”) shall indemnify, defend and hold harmless the other party (the “indemnified Party”), its affiliates, and each of their directors, officers, employees, and agents from and against all claims, suits, and proceedings and any and all related liabilities, losses, expenses, damages, and costs (including, without limitation, reasonable attorney’s fees) (collectively, “Losses”) incurred by the Indemnified Party, relating to or arising out of the breach by the Indemnifying Party of any of its duties, obligations, representations or warranties under this Agreement.
Section 7. Miscellaneous.
a. Notice. All notices under this Agreement will be given in writing or by written via electronic mail to the addresses connected to your account. All notices given in accordance hereunder will be deemed as given as of the date of sending.
b. Partial Invalidity. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, such determination will not affect the validity or enforceability of any other part or provision of this Agreement.
c. Waiver. The waiver by any party of any breach of any provision of the Agreement by any other party will not be construed to be a waiver of that party’s rights regarding any succeeding breach of any such provision or a waiver of the provision itself.
d. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to this subject matter and supersedes all previous proposals, both oral and written, negotiations, representations, commitments, writings and all other communications among the parties. This Agreement may not be released, discharged or modified except by an instrument in writing signed by the parties.
e. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the Province of Alberta, without regard to any applicable conflicts of laws, except to the extent that certain matters may be governed by federal law by reason of preemption.
f. Relationship of Parties. Nothing contained in this Agreement will be deemed or construed as creating a joint venture or partnership between the Company and the Referrer. Neither party, by virtue of this Agreement, is authorized as an agent, employee, or legal representative of the other. Except as specifically set forth herein, neither party will have the power to control the activities and operations of the other and their status is, and at all times will continue to be, that of independent contractors.
I accept the terms contained here within the Referral Agreement.
Schedule A
Referral Representative Compensation
The compensation for the referral of clients wherein a successful engagement and the collection of accounts, disputed fees, and/or judgements is accomplished by Crowd Source Technologies Inc is as follows:
The Services are defined as anyone that uses the Crowd Car mobile or web application to complete a delivery (the “Services”)
I. A fee of twenty percent (20%) of the total collection fees on the sale, net of legal costs, and expenses charged through the application will be paid to the Referral Representative during the first 90 days of a customer engagement.
The above described fees shall be payable to the Referral Representative so long as the Referral Agreement remains in effect and the Referral Representative wishes to remain active under the terms of this agreement.
Payment Terms:
All fees earned by the Referral Representative shall be due and payable within 10 working days of receipt of the unconditional collection of the account.
The Company shall make all fees payable by electronic funds transfer to the account designated by the Referral Representative.
The company shall have the right to deduct from fees, amounts equal to fees previously paid on sales of products that have been returned by the client for which the client has been granted a credit or allowance.
