Affiliate Partner Agreement

You are accepting this Affiliate Partner Agreement by applying to our Affiliate Partner program and creating a profile for yourself in our Partner Management Solution, PartnerStack. By applying to our Affiliate Partner program, you are entering an agreement with Readymode.com, Inc., incorporated under the Canadian Corporations Act, #2200-1050 West Pender Street,  Vancouver, BC, V6E 37S. Hereinto referred to as (the “License Provider”) and the proposed Affiliate Partner company Hereinto is referred to as (the “Partner”). 

Appointment of Reseller 

Authorization and Appointment. The License Provider hereby authorizes and appoints,  and the Partner accepts the authorization and appointment, as the License Provider’s [non-exclusive] Affiliate Partner, to market or refer prospective clients to the License Provider’s Products and services. 

Revision of Authorization. The License Provider may revise the list of Products by giving the  Partner written notice and cooperating with the Partner to draft, execute, and attach to this agreement an amended list of Products reflecting the revisions. 

Disclaimer of Terms and Conditions 

1.1) The Partner is to refer to The License Provider by the name Readymode and may  not rebrand, modify, or white label The Software in any capacity 

1.2) The Partner may not imply that the Partner manages any level of ownership  of the intellectual property contained in The Software 

1.3) The Partner may not provide ownership of The Software and may not suggest that the ownership of the Software is an option that they can provide. This includes not providing or  implying to be able to provide ownership of any copy of, element or group of elements, concept,  or intellectual property related to The Software 

1.4) The Partner is not to sell the rights to use The Software to Clients and Prospective Clients. The role of the Partner is only to introduce Prospective Clients to The License Provider. Prospective Clients who could benefit from The Software can be submitted via the Partner Management Solution, PartnerStack; either within the platform or via the Partner’s unique affiliate link

1.5) All such sales of the rights to use The Software will be an agreement ARRANGED by The License Provider, BETWEEN THE LICENSE PROVIDER AND THE CLIENT 

1.6) All payments by Clients for the services and software provided by The License Provider will  be made directly and in whole to The License Provider, adherent to The License Provider’s  payment policies and agreements made between the Client and The License Provider 

1.7) The Partner’s sole financial gain from referring The License Provider’s products and  services will be made up of commissions on net realized sales generated through license  fees (where the agreement has been arranged by) The License Provider, paid to The License Provider by Clients, according to the payment schedule listed in this agreement and subject to further  restrictions and termination clauses listed in this agreement 

1.8) The Partner agrees that the Prospective Client will be required to sign or otherwise agree in  an enforceable manner, all licensing agreements, usage agreements and/or financial  agreements required to by The License Provider 

1.9) Any payments made to the License Provider by a Client that the License Provider considers  holding a risk (ex. chargeback concerns or incomplete payments) may be held by The License  Provider until the concern has been addressed to the satisfaction of The License Provider,  including not being counted in any ‘net realized sales’ total where it relates to commissions or  other payments made to The Partner 

1.10) The License Provider may revoke The Partner’s rights to contact and/or maintain any  relationship to the Client and in this case may provide the support contract and/or The  Paretner’s portion of the financial gain of that Client to any other person(s) or organization as  the License Provider deems fit, under any of the following conditions: 

1. a) if a Client requests to be transferred to another supporting organization and The License Provider  has been provided two weeks to resolve the concern of the Client; and the Client through this  verbally on a recording (with knowledge of being recorded) or in writing agrees to revoke the  request to change supporting organizations 
2. b) if a Client is in default of payment 
3. c) if the Partner is in an irrevocable default as described in Section 3 
4. d) if the Partner does not conduct its business at a level of ethics to the code of conduct  explained in the Better Business Bureau’s website at the time of conducting business, even if  the Partner is not accredited  

1.11) The Partner may request reinstatement of the Client within three months if it can reasonably prove its ability to manage and support the issue with the Client has been resolved.  The Client will be provided the option of refusal for reinstatement 

1.12) Any breach of agreements in Section 1 that are the cause or fault of the Partner  will not be considered as cause for irrevocable default under Section 3 

1.13) The License Provider reserves the right to terminate this agreement within two  weeks advance written notice.

Irrevocable Default  

2.1) If the Partner is in any way in breach of the provision in this agreement, except where  otherwise noted that the breach of such an agreement will not result in an irrevocable default,  

then the Partner will be in a state of ‘irrevocable default’ for the purpose of interpreting this  agreement 

2.2) If the Partner is in a state of irrevocable default, all rights granted to the Partner are  permanently revoked 

2.3) The Partner will cease all contact with the License Provider’s Clients upon this  irrevocable default, where such contact is implied to be on behalf of the License Provider’s  products or interests 

2.4) The Partner will not attempt to sell any product or service that the License Provider offers, (competing product) to any of the License Providers Clients that the Partner has gained access or knowledge of. This pertains to the implicit or explicit of this agreement or derived  agreements 

Survival 

3.1) Section 3 will survive this agreement through any breach except if agreed to in writing by the involved parties (or their survivors and/or heirs.

Commission  

4.1) Commission for the Partner is 20% residual commission of net license fees collected for 12 months of the Client’s initial activation on the platform.  

4.2) If the Client requires excessive programming for customization required to complete sale, the commission may be paid over a two-month term to avoid loss for the License  Provider. This is also subject to Section 1.9 

4.3) This is to be paid monthly on or around the 15th of the following month; subject to Section 1.9  & 3.1 for the previous month’s commissions via The License Providers Partner Management tool, PartnerStack. 

Marketing  

5.1) All contact information for Prospective Clients that has been asked to be on the License  Provider’s ‘Do Not Call List,’ must be immediately emailed to [email protected]. If the  Partner does not receive an acknowledgment of this email, the Partner is required to follow up with due diligence to ensure that the matter is considered resolved.  

5.2) The Partner is to adhere to all telemarketing regulations while marketing on behalf of the  License Provider or could be in violation of Irrevocable Default 

5.3) The Partner only lays claim to a referred prospective client for up to 90 days. Should said Prospective Client come inbound through the License Providers Marketing funnel via a different avenue, the Partner will not receive credit for the referral. E.x. The Partner refers a Prospective client to the License Provider, and 6 months later the Prospective Client clicks on a Google Ad for a product demonstration and then becomes a paid client- the credit for the New Client is given to Marketing, not the Partner. This applies in the opposite manner as well; see Section 6.1

5.4) The Partner must be able to pitch and understand the value proposition of the Platform for Prospective Clients within 90 days of this agreement being signed.

Existing Prospects Clause

6.1) Partners acknowledge and agree that Partner Rewards will not be payable for any prospect, lead, or referral that is already known to Readymode (“the License Provider”). A prospect will be considered “already known” if, at the time of the referral submission, the individual or organization is:

1. an existing customer or active opportunity in the Company’s CRM or sales pipeline,
2. engaged in ongoing communication with the Company, or
3. has been referred previously by another Partner or internal source.

6.2) The License Provider reserves the right to determine, in its sole discretion, whether a referred prospect was already known prior to the referral date.

Agreement Review 

7.1) The License Provider retains the ability to review and re-enter negotiations of this  agreement six months after signing, in addition to both parties retaining the right to re-negotiate  contracts every two years thereafter  

7.2) If the Partner should change Principals of the Partner’s Company; the License  Provider retains the right to deny one or both parties a replacement agreement. This would be  based on performance and/or business relationship; however, this would affect previous commissions yet to be paid 

7.3) The Partner does not have the ability to sell/transfer this contract to a third party  without the express written consent of the License Provider and a new agreement in place.

Intellectual Property.  

Except for rights expressly granted under this agreement, nothing in this agreement will function to transfer any of either party’s Intellectual Property rights to the other party, and each party will retain an exclusive interest in and ownership of its Intellectual Property developed before this agreement or developed outside the scope of this agreement. 

The License Provider Trademark License Grant.  

The License Provider hereby grants to the Partner a non-transferable, non-exclusive, non-sublicensable, and royalty-free license to use the License Provider’s name,  

trademarks, logos, and other identifying information on marketing literature, advertising,  promotions, customer information, and programs the Partner creates in connection with the Products, [subject to the License Provider’s written approval in each instance]. 

Trademark Use.  

The Partner shall comply with all the License Provider’s policies regarding the use and display of the License Provider’s name, trademarks, logos, and other identifying information that the License Provider provides to the Partner in writing. 

Compliance with Laws. 

 Each party shall comply with all applicable Laws and notify the other party if it becomes aware of any non-compliance in connection with this section. 

Export Control Laws.  

Each party shall obtain all Permits necessary to and otherwise comply with all Laws on export control applicable to this agreement and all transactions contemplated under this agreement.