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 Partner’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:
  • 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
  • b) if a Client is in default of payment
  • c) if the Partner is in an irrevocable default as described in Section 3
  • 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 the 15th of the following month; subject to Section 1.9 & 3.1 for the previous month’s commissions via ACH payment. Payments will be made monthly until the termination of the clients contract with the License Provider.

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
• 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.

Agreement Review

• 6.1) 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
• 6.2) 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
• 6.3) 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.