The Parties agree to the following:
1.The referral fee shall be calculated between 5 percent (5%) to 10 percent (10%) of the net value of pick & pack and special project fees charged by ShipMonk to the client as a direct result of a referral. Net value shall exclude value added tax, insurance, refunds and payments not honored by a financial institution. Referral fee will be paid as long as the client is an active customer of ShipMonk for a maximum of 2 years. There is a $5,000/month maximum for 10% commissions and $2,500/month maximum for 5% commissions payout per customer since customers have the right to renegotiate pick and pack fees as their order volume increases.
2. Upon reconciliation of referral fees due, ShipMonk shall issue payment to the Company within thirty (30) days of the day the customer’s invoice has been paid. Payouts are made on the 15th of each month for the previous month's commissions (i.e. payment issued on February 15th for January commissions).
3. Placement of advertisements and referral methods for ShipMonk are at the sole discretion of the Company. However, in order to solicit sales, the Company shall not make promises or issue any warranty either expressed or implied pertaining to the goods or services offered by ShipMonk unless authorized in writing by ShipMonk to do so.
4. The Company may make use of ShipMonk's trademarks for the sole purpose of promoting ShipMonk's goods or services. Any such use shall be in accordance with ShipMonk's trademark policies. It is expressly understood that this referral agreement does not grant the Company any interest in ShipMonk's trademarks or any other intellectual property rights.
5. The relationship between the parties shall at all times be that of independent contractors.
No employment, partnership or joint venture relationship is formed by this referral agreement and at no time may the Company position itself as affiliated to ShipMonk, except as an independent referrer. In view of this independent relationship the Company shall not enter into any agreements on behalf of ShipMonk, shall make no warranty either expressed or implied on behalf of ShipMonk and shall not incur any expenses on behalf of ShipMonk.
6. This referral agreement does not grant exclusive rights to the Company to act as referrer on behalf of ShipMonk and the Company shall have no rights under any other agreements entered into by ShipMonk with other Companies.
7. The Company agrees not to disclose any confidential information pertaining to ShipMonk's goods or services nor that of prospective or existing customers to any third party. The Company may do follow-up enquiries with its referred customers to confirm their purchase and to gather feedback about their experience with ShipMonk's goods or services as supplied.
8. Either party may terminate this referral agreement at any time by giving the other party ten (10) days prior written notice. Upon termination by either party all outstanding referral fees due to the Company at that time shall be settled in full within thirty (30) days.
9. Each party shall indemnify, defend and hold the other party (and any other relation to the other party) harmless against any and all claims of whatsoever nature arising from misrepresentation, default, misconduct, failure to perform or any other act related to this agreement.
10. This agreement constitutes the whole agreement between the parties and any alteration must be in writing and signed by both parties.