Thank you for your interest in our VirBELA Sales Affiliate Program (our “Sales Affiliate Program”). Throughout this Sales Affiliate Program Agreement (this “Agreement”), eXp World Technologies, LLC d/b/a VirBELA will be referred to as “VirBELA,” “us” “we” and “our.” Any person or entity that participates in our Sales Affiliate Program (such person or entity, “you”, or an “Affiliate”) must accept this Agreement without change. By registering for or using this site, you agree to this Agreement and any documents incorporated by their reference herein. Please read them carefully.
The Affiliate Program permits you to advocate for Virbela by soliciting, marketing, and selling certain of Virbela’s virtual space products to new customers. You will receive commission on any Team Suite sales that you make, as well as any Enterprise Level Services that you help facilitate, by providing new customers an affiliate link. The affiliate link must properly be used by the new customer and use the formats we have provided in this Agreement. As an active Sales Affiliate you must be current on your payments for a monthly subscription to access a virtual space.
When our customers click through the Affiliate Links to purchase virtual space on the Virbela Campus, you can receive commissions, as further described in this agreement. In order to facilitate your advertisement, we may make available to you certain tools and information in connection with the Affiliate Program.
2. Sales Affiliate Program Compliance Requirements
You must comply with this Agreement to participate in the Affiliate Program and receive commission.
You must promptly provide us with any information that we request to verify your compliance with this Agreement.
You must be current on your payments for your monthly subscription to access a virtual space.
If you violate this Agreement, or if you violate terms and conditions of any other applicable Virbela agreement, including our Code of Conduct, then, in addition to any other rights or remedies available to us, we reserve the right to permanently (to the extent permitted by applicable law) withhold (and you agree you will not be eligible to receive) any and all fees and commissions otherwise payable to you under this Agreement, whether or not directly related to such violation without notice and without prejudice to any right of Virbela to recover damages in excess of this amount.
Specifically, you agree:
You will not use any materials for marketing Virbela except as approved by Virbela in writing. You will make no representations or warranties relating to the Services of Virbela. All prices quoted for the Services will be prices as provided by Virbela.
You may identify to prospective customers as an authorized sales affiliate of Virbela only with respect to the Services and will, at all times, be identified as an independent business.
Neither Party will make any express or implied agreements, guarantees, or representations or incur any debt or liability in the name of or on behalf of the other Party.
You will, at all times while performing under this Agreement, maintain a professional appearance and will not perform any duties set forth in this Agreement, while intoxicated in any manner or under the influence of any illegal drug.
You will not use deceptive, illegal, misleading or unethical practices and will not make any false or misleading representations with regard to the Services or Virbela.
In order to be eligible to receive any Commissions set forth herein for a sale to a customer, you must have completed training as may be specified by Virbela at Virbela’s sole discretion.
a. Virbela will compensate Sales Affiliate on a commission and finder’s fee basis only, subject to the terms and conditions set forth herein, including those in Addendum A: Current Fee Schedule and Conditions, attached hereto, which is incorporated herein by reference. Addendum A may be amended at Virbela’s sole discretion, at any time, for any reason, with notice provided to Sales Affiliate, as set forth in this Agreement. If Addendum A is amended by Virbela at its discretion, without mutual written agreement, commissions and finder’s fees earned by Sales Affiliate prior to such amendments will not be affected, as further described in Section 3.
b. Virbela reserves the right to review any and all orders for the Services submitted by a prospective customer including the right to reject any purchase for any reason, including if a prospective customer purchase is determined by Virbela to be in conflict with any existing contractual obligation of Virbela, or if, based on the advice of counsel, Virbela believes that its fulfillment of the purchase may be in violation of any applicable law for any reason, regardless of fault.
c. Nothing in this Agreement interferes with any right Virbela has to terminate a customer’s Services at any time in its sole discretion (or otherwise based on Virbela’s terms and conditions with the customer). Virbela agrees to make reasonable efforts to provide Sales Affiliate notice of such termination. For avoidance of doubt, no commissions or finder’s fees shall be owed by Virbela to Sales Affiliate based on any terminated Service, other than for fees already collected prior to such termination by Virbela, and all obligations of Virbela to pay future recurring commissions or finder’s fees based on such terminated Service shall cease upon such termination.
d. Virbela will comply with all applicable requirements of federal, state, and local laws, ordinances, administrative rules, and regulations relating to Virbela’s performance of its obligations under this Agreement.
e. Virbela reserves the right to solicit orders directly from and sell directly to any customer or prospective customer, including to any customer or prospective customer in relation to which Virbela owes commissions or finder’s fees to Sales Affiliate under Addendum A, in a manner not in conflict therewith.
f. Virbela may, but is not obligated to, provide and/or maintain personnel to meet any particular level of after-sales support with respect to the Services.
g. Sales Affiliate understands and agrees that, unless otherwise expressly stated herein, Virbela may, but is not obligated to, provide any level of support for sales or promotional efforts of the Sales Affiliate in relation to customers or prospective customers. Moreover, although Virbela may provide customization work for customers, Virbela is in no way obligated to provide customization work to any customer, even if requested by a customer acquired by or introduced by a Sales Affiliate.
Our customers are not, by virtue of your participation in the Affiliate Program, your customers. As between you and us, all pricing, terms of sale, rules, policies, and operating procedures concerning customer orders, set forth on the Virbela Site will apply to those customers and may be changed at any time. You will not handle or address any contacts with any of our customers, and, if contacted by any of our customers for a matter relating to interaction with the Virbela Site, you will state that those customers must follow contact directions on that Virbela Site to address customer service issues.
You represent, warrant, and covenant that (a) you will participate in the Affiliate Program and create, maintain, and operate your sales in accordance with this Agreement, (b) neither your participation in the Affiliate Program nor your creation, maintenance, or operation of your sales will violate any applicable laws, ordinances, rules, regulations, orders, licenses, permits, guidelines, codes of practice, industry standards, self-regulatory rules, judgments, decisions, or other requirements of any governmental authority that has jurisdiction over you (including all such rules governing communications, data protection, advertising, and marketing), (c) you are lawfully able to enter into contracts (e.g. you are not a minor or otherwise legally prevented from contracting), (d) you have independently evaluated the desirability of participating in the Affiliate Program and are not relying on any representation, guarantee, or statement other than as expressly set forth in this Agreement, (e) you will not participate in the Affiliate Program or use any other Service Offerings if you are the subject of U.S. sanctions or of sanctions consistent with U.S. law imposed by the governments of the country where you are using any Service Offering; (f) you will comply with all U.S. export and re-export restrictions, and applicable non-US export and re-export restrictions consistent with U.S. law, that may apply to software, technology and services, and (g) the information you provide in connection with the Affiliate Program is accurate and complete at all times. You can update your information by logging into your account on the Affiliates Site and selecting “Account Settings".
We do not make any representation, warranty, or covenant regarding the amount of traffic or fees you can expect at any time in connection with the Affiliate Program, and we will not be liable for any actions you undertake based on your expectations.
You must clearly state the following, or any substantially similar statement previously allowed under this Agreement, on your Site or any other location where Virbela may authorize your display or other use of Program Content: “As a Virbela Affiliate I earn from qualifying purchases.” Except for this disclosure, you will not make any public communication with respect to this Agreement or your participation in the Affiliate Program without our advance written permission. You will not misrepresent or embellish our relationship with you (including by expressing or implying that we support, sponsor, or endorse you), or express or imply any affiliation between us and you or any other person or entity except as expressly permitted by this Agreement.
6. Amendment, Price Changes, and No Waiver
Virbela may amend this Agreement or modify any of the terms and conditions contained in this agreement, including Addendum A, at its sole discretion, at any time, by posting a change notice, revised Agreement, or revised Program Policy on the Affiliates Site or by sending notice of such modification to you by email to the primary email address then-currently associated with your Affiliates account. However, such amendment by Virbela shall not affect Virbela’s obligation to pay commissions or finder’s fees due to Sales Affiliate under prior applicable terms/conditions, for any subscription that was registered and paid for by a customer while under prior applicable terms/conditions before such amendment, including for recurring fees to be received on such subscription, provided that the customer does not allow such subscription to lapse or otherwise terminate. If customer allows such subscription to lapse (e.g., allows a gap in service due to failure to pay) or otherwise terminate, and then reinitiates or reestablishes such subscription, the applicable terms and conditions applied to determine whether and how much commission is owed to Sales Affiliate may be determined by Virbela, at its sole discretion.
The term of this Agreement will begin upon your registration for or use of the Affiliates Site. Either Party may terminate this Agreement for convenience upon thirty (30) days prior written notice to the other Party. Either Party may terminate this Agreement effective immediately by written notice if it is discovered that the other Party has intentionally or in a willful, wanton or reckless manner made any material, false representation, report or claim relative to this Agreement; or engaged in any deceptive trade practices. Upon termination of this Agreement, in addition to the requirements set forth above, Sales Affiliate will immediately: (a) discontinue any and all uses of Customer Data, if any; and (b) cease representation, in any manner, as a Sales Affiliate of Virbela. Upon termination of this Agreement, Sales Affiliate will receive no further compensation from Virbela and Sales Affiliate waives all rights to such compensation, except for commissions owed based on prior sales, including ongoing recurring revenue (subject to the terms and conditions herein).
THE AFFILIATES PROGRAM, THE Virbela SITE, ANY PRODUCTS AND SERVICES OFFERED ON THE Virbela SITE, ANY SPECIAL LINKS, LINK FORMATS, CONTENT, THE PRODUCT ADVERTISING API, DATA FEED, PRODUCT ADVERTISING CONTENT, OUR AND OUR AFFILIATES’ DOMAIN NAMES, TRADEMARKS AND LOGOS (INCLUDING THE Virbela MARKS), AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, MATERIALS, DATA, IMAGES, TEXT, AND OTHER INTELLECTUAL PROPERTY RIGHTS, INFORMATION AND CONTENT PROVIDED OR USED BY OR ON BEHALF OF US OR OUR AFFILIATES OR LICENSORS IN CONNECTION WITH THE SALES AFFILIATES PROGRAM (COLLECTIVELY THE “SERVICE OFFERINGS”) ARE PROVIDED “AS IS” AND “AS AVAILABLE”. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICE OFFERINGS. WE AND OUR AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SERVICE OFFERINGS, INCLUDING ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF ANY LAW, CUSTOM, COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. WE MAY DISCONTINUE ANY SERVICE OFFERING, OR MAY CHANGE THE NATURE, FEATURES, FUNCTIONS, SCOPE, OR OPERATION OF ANY SERVICE OFFERING, AT ANY TIME AND FROM TIME TO TIME. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WARRANT THAT THE SERVICE OFFERINGS WILL CONTINUE TO BE PROVIDED, WILL FUNCTION AS DESCRIBED, CONSISTENTLY OR IN ANY PARTICULAR MANNER, OR WILL BE UNINTERRUPTED, ACCURATE, ERROR FREE, OR FREE OF HARMFUL COMPONENTS. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR (A) ANY ERRORS, INACCURACIES, VIRUSES, MALICIOUS SOFTWARE, OR SERVICE INTERRUPTIONS, INCLUDING POWER OUTAGES OR SYSTEM FAILURES OR (B) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, OR LOSS OF, YOUR SITE OR ANY DATA, IMAGES, TEXT, OR OTHER INFORMATION OR CONTENT. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US OR FROM ANY OTHER PERSON OR ENTITY OR THROUGH THE SERVICE OFFERINGS WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH (X) ANY LOSS OF PROSPECTIVE PROFITS OR REVENUE, ANTICIPATED SALES, GOODWILL, OR OTHER BENEFITS, (Y) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH YOUR PARTICIPATION IN THE AFFILIATES PROGRAM, OR (Z) ANY TERMINATION OR SUSPENSION OF YOUR PARTICIPATION IN THE AFFILIATES PROGRAM. NOTHING IN THIS SECTION 8 WILL OPERATE TO EXCLUDE OR LIMIT WARRANTIES, LIABILITIES, OR REPRESENTATIONS THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE, OR DATA ARISING IN CONNECTION WITH THE SERVICE OFFERINGS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING IN CONNECTION WITH THE SERVICE OFFERINGS WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE MOST RECENT CLAIM OF LIABILITY OCCURRED. YOU HEREBY WAIVE ANY RIGHT OR REMEDY IN EQUITY, INCLUDING THE RIGHT TO SEEK SPECIFIC PERFORMANCE, INJUNCTIVE OR OTHER EQUITABLE RELIEF IN CONNECTION WITH THIS AGREEMENT. NOTHING IN THIS PARAGRAPH WILL OPERATE TO LIMIT LIABILITIES THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE WILL HAVE NO LIABILITY FOR ANY MATTER DIRECTLY OR INDIRECTLY RELATING TO THE CREATION, MAINTENANCE, OR OPERATION OF YOUR SITE (INCLUDING YOUR USE OF ANY SERVICE OFFERING) OR YOUR VIOLATION OF THIS AGREEMENT, AND YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD US, OUR AFFILIATES AND LICENSORS, AND OUR AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AND REPRESENTATIVES, HARMLESS FROM AND AGAINST ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING ATTORNEYS’ FEES) RELATING TO (A) YOUR SITE OR ANY MATERIALS THAT APPEAR ON YOUR SITE, INCLUDING THE COMBINATION OF YOUR SITE OR THOSE MATERIALS WITH OTHER APPLICATIONS, CONTENT, OR PROCESSES, (B) THE USE, DEVELOPMENT, DESIGN, MANUFACTURE, PRODUCTION, ADVERTISING, PROMOTION, OR MARKETING OF YOUR SITE OR ANY MATERIALS THAT APPEAR ON OR WITHIN YOUR SITE, (C) YOUR USE OF ANY SERVICE OFFERING, WHETHER OR NOT SUCH USE IS AUTHORIZED BY OR VIOLATES THIS AGREEMENT OR APPLICABLE LAW, (D) YOUR VIOLATION OF ANY TERM OR CONDITION OF THIS AGREEMENT (INCLUDING ANY PROGRAM POLICY), OR (E) YOUR OR YOUR EMPLOYEES' OR CONTRACTORS’ NEGLIGENCE OR WILLFUL MISCONDUCT. WE OR OUR NOMINEE MAY TAKE LEGAL ACTION AND PERFORM ANY PROCEDURAL ACT ON BEHALF OF ANY Virbela PARTY, INCLUDING THROUGH SPECIAL MANDATE, TO EXERCISE OR DEFEND A LEGAL CLAIM OR FOR THE PROTECTION OF RIGHTS, INCLUDING FOR THE PURPOSE OF ENFORCING THIS SECTION.
The Parties hereby agree that this Agreement is governed by the laws of the United States and the state of Washington, without reference to rules governing choice of laws. If any dispute arises concerning this Agreement, venue shall be laid exclusively in the state and federal courts of King County, Washington, which shall have exclusive jurisdiction over such dispute and the Parties consent to the personal jurisdiction of such courts.
We may deduct or withhold any taxes that we may be legally obligated to deduct or withhold from any amounts payable to you under the Sales Affiliate Program. From time to time, we may request tax information from you. If we request tax information from you and you do not provide it to us, we reserve the right (in addition to any other rights or remedies available to us) to hold your fees until you provide this information or otherwise satisfy us that you are not a person from whom we are required to obtain tax information.
We may send you emails relating to the Sales Affiliate Program from time to time. In addition we may (a) monitor, record, use, and disclose information about your Site and users of your Site that we obtain in connection with your display of Special Links and Program Content (for example, that a particular Virbela customer clicked through a Special Link from your Site before buying a product on the Virbela Site),(b) review, monitor, crawl, and otherwise investigate your Site to verify compliance with this Agreement, and (c) use, reproduce, distribute, and display your logo and implementation of Program Content displayed on your Site as examples of best practices in our educational materials. For information on how we process personal information, please see the relevant Virbela Privacy Notice.
You acknowledge and agree that (a) we and our affiliates may at any time (directly or indirectly) solicit traffic on terms that may differ from those contained in this Agreement, (b) we and our affiliates may at any time (directly or indirectly) operate sites or applications that are similar to or compete with your Site, (c) our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement, and (d) any determinations or updates that may be made by us, any actions that may be taken by us, and any approvals that may be given by us under this Agreement can be made, taken, or given in our sole discretion and are only effective if provided in writing by our authorized representative.
You may not assign this Agreement, by operation of law or otherwise, without our express prior written approval. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns.
This Agreement incorporates, and you agree to comply with, the most up-to-date version of all policies, appendices, specifications, guidelines, schedules, and other rules referenced in this Agreement or accessible on the Affiliates Site (“Program Policies”), including any updates of the Program Policies from time to time. In the event of any conflict between this Agreement and any Program Policy, this Agreement will control. In the event of a conflict between this Agreement and your agreement with an Virbela affiliate under a separate affiliate marketing program that agreement will control with respect to such separate program. This Agreement (including the Program Policies) is the entire agreement between you and us regarding the Sales Affiliate Program and supersedes all prior agreements and discussions.
Whenever used in this Agreement, the terms “include(s)", “including”, and “for example” are used and intended without limitation.
Any information relating to Virbela or any of its affiliates that we provide or make accessible to you in connection with the Sales Affiliate Program that is not known to the general public or that reasonably should be considered to be confidential is Virbela’s “Confidential Information” and will remain Virbela’s exclusive property. You will use Confidential Information only to the extent reasonably necessary for your performance under this Agreement and ensure that all persons or entities who have access to Confidential Information in connection with your account will be made aware of and will comply with the obligations in this provision. You will not disclose Confidential Information to any third party (other than your affiliates bound by confidentiality obligations) and you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement. This restriction will be in addition to the terms of any confidentiality or non-disclosure agreement between the parties.
You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us or our respective affiliates. You will have no authority to make or accept any offers or representations on our or our affiliates’ behalf other than to promote the Services. If you authorize, assist, encourage, or facilitate another person or entity to take any action related to the subject matter of this Agreement, you will be deemed to have taken the action yourself. You are not authorized to enter into contracts in our name.
We reserve the right to modify any of the terms and conditions contained in this Agreement at any time and in our sole discretion by posting a change notice, revised Agreement, or revised Program Policy on the Affiliates Site or by sending notice of such modification to you by email to the primary email address then-currently associated with your Affiliates account. The effective date of such change will be the date specified, which other than increased Standard Program Fees and Special Program Fees will be no less than seven calendar days from the date the notice is provided. YOUR CONTINUED PARTICIPATION IN THE AFFILIATES PROGRAM FOLLOWING THE EFFECTIVE DATE OF SUCH CHANGE WILL CONSTITUTE YOUR ACCEPTANCE OF THE MODIFICATIONS. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT IN ACCORDANCE WITH SECTION 7.
Under this Addendum, VirBELA’s Services include Team Suites and Enterprise Level Services. “Team Suites” are defined herein as private virtual spaces virtually located within a shared virtual campus. An example shared virtual campus is VirBELA’s currently available Open Campus. An “Enterprise Level Service” is defined herein as a stand-alone private virtual campus, not virtually connected to or located within a shared virtual campus, such as, for example, VirBELA’s current Private Campus service.
Summary of Products and Related Commission Rates:
1. TEAM SUITES & TEAM SUITE UPGRADES
For Team Suites customers that are new Virbela customers as acquired by Sales Affiliates and identified/tracked as such by use of Sales Affiliate Link clicked through by such customers at the time of subscription, the commission rates to be paid to Sales Affiliates are outlined in the “Summary of Products and Related Commission Rates”, and examples follow (subject to all applicable terms and conditions herein):
Virbela may, but shall in no way be obligated to, provide sales or promotional support to a Sales Affiliate in any effort to upgrade a Team Suites customer.
2. FINDER’S FEE FOR SALE OF ENTERPRISE LEVEL SERVICE SUBSCRIPTION.
For Enterprise Level Service subscriptions purchased by new customers introduced to Virbela by Sales Affiliates, Virbela may pay a finder’s fee to the Sales Affiliate based on corresponding subscription fees received by Virbela, but only in accordance with the following terms and conditions and other applicable terms and conditions as set forth in the Agreement and this Addendum:
Before introducing a prospective customer to Virbela in exchange for a finder’s fee, Sales Affiliate shall first contact Virbela by email and request that the name of the prospective customer be registered by Virbela, such registration being a record of association between the Sales Affiliate and prospective customer as an incoming referral; provided however, that Virbela shall have the right to reject the prospective customer registration by email to Sales Affiliate if Virbela has had any prior contact with the prospective customer as a Pre-Existing Customer, or any prior contact in which the prospective customer has expressed interest or inquiries about a Virbela product or service. There is no time limit for Virbela to respond to a request to register, but Virbela will often respond on a reasonably timely basis, and Sales Affiliate shall not make a prospective customer introduction to Virbela for a finder’s fee until after Virbela confirms registration of the prospective customer. If Sales Affiliate introduces a prospective customer to Virbela before Virbela confirms registration, Virbela shall still have the right to decline registration based on the conditions herein.
No finder’s fee shall be paid for any subscription by a customer for whom Virbela has declined registration hereunder.
If, and only if, Virbela confirms registration of the prospective customer to Sales Affiliate, shall Sales Affiliate introduce the prospective customer to Virbela. Sales Affiliate acknowledges and agrees that in any case, Virbela shall have sole discretion to determine which introductions, if any, Virbela dedicates time and/or resources to pursuing and the timeframe in which Virbela pursues such introductions. Therefore, it is in Sale’s Affiliate’s best interest to screen prospective customers to ensure adequate suitability before introducing them to Virbela, and/or to instead, encourage the prospective customer to initially subscribe to Team Suites using the Sale’s Affiliate’s UDC.
Regardless of whether Virbela elects to pursue an introduction provided by Sales Affiliate, the prospective customer must subscribe to and pay for an Enterprise Level Service with Virbela within sixty (60) days after Virbela registers the prospective customer upon Sales Affiliate’s request, in order for Virbela to be obligated to pay a finder’s fee hereunder to Sales Affiliate. For avoidance of doubt, Virbela is not obligated to pay finder’s fees to Sales Affiliate on any subscriptions entered or paid for more than sixty (60) days after Virbela registers the corresponding prospective customer upon Sales Affiliate’s request, and Virbela is never restricted from promoting services to a customer introduced by Sales Affiliates before or after that sixty (60) day period. Notwithstanding the above, Virbela shall retain sole discretion to extend such sixty (60) day period if Virbela determines in its opinion that ongoing sales process for a registered prospective customer is showing progress with respect to an Enterprise Level Service subscription as a direct result of an introduction provided by the Sales Affiliate for the registered prospective customer.
The finder’s fee to be paid by Virbela to Sales Affiliate, if all applicable conditions herein are fulfilled, is fifteen percent (15%) of any Commercial business subscription fees received by Virbela in the first year of the corresponding new customer Enterprise Level Service subscription, and ten percent (10%) of any such subscription fees received by Virbela for each year after the first year of such customer subscription. Non-Profit or Educational Enterprise sales would pay 7.5% the first year of the agreement, and 5% of any such subscription fees received by Virbela for each year after the first year of the Non-profit or Educational institutions agreement.
Finder’s fees are not additive with any commission paid based on Team Suites upgrades to Enterprise Level Service subscriptions.
3. PAYMENT PERIOD.
All commissions or finder’s fees owed to Sales Affiliate will be paid by Virbela in accordance with paragraph 2 of this Addendum A, within sixty (60) days after receipt of corresponding customer fees by Virbela. Virbela shall not be responsible for payment delays caused by any payment system designated in paragraph 2; however, if any such delays last for more than 90 days, Virbela will pay commissions owed to Sales Affiliate by other means, to be determined by Virbela at its sole discretion.
4. CHARGEBACKS AND REFUNDS.
Virbela shall have the right to collect chargebacks and refunds provided to customers from future commissions payments to Sales Affiliate.
5. COMMISSION AND FINDER’S FEE BASIS ONLY/NO IMPLIED COMMISSIONS OR FINDER’S FEES.
Other than payment for commissions or finder’s fees based on the conditions expressly set forth herein, no other compensation is due to Sales Affiliate from Virbela.
6. TAXES.
Sales Affiliate shall bear all responsibility for his/her own taxes in connection with the transactions under this Agreement (including but not limited to taxes based on income or gross receipts).
7. COMMISSIONS OR FINDER’S FEE DISPUTES.
The Parties agree that any dispute or claim with respect to the entitlement and/or amount of commissions of finder’s fees will be made in writing to Virbela within sixty (60) days from the end of the month for which such commissions or finder’s fees are claimed as to entitlement and/or amount. Failure to timely raise in writing any claim or dispute with respect to entitlement or amount will constitute total waiver by Sales Affiliate of any such commissions or finder’s fees.
8. PAYMENTS FOR RECURRING CHARGES AFTER TERMINATION.
If the Agreement is terminated as between Virbela and Sales Affiliate (i.e., Sales Affiliate is no longer an authorized sales affiliate), paragraph 2 above will still apply in that Virbela will retain the right to distribute any payments owed via the designated payment system.
