Last updated: June 29, 2023
The purpose of this Agreement is to establish the terms and conditions under which the Partner will promote and distribute Gadget's services. In return for promoting Gadget's services, the Partner will receive a revenue share on subscription fees and additional developer seat fees on the terms set out in this Agreement. This collaboration is expected to mutually benefit both parties by broadening the market reach of Gadget’s services and providing the Partner with an opportunity to augment their income stream.
Both parties, acknowledging the mutual benefits to be derived from this Agreement, agree to the terms and conditions set forth herein.
As a Gadget Partner, you will be expected to:
As part of this partnership, Gadget commits to:
Gadget reserves the right to (a) enter into any agreements with any prospect referred by Partner (each a “Prospect”) on terms and conditions acceptable to Gadget , or to not enter into any agreements at all; (b) set prices for Gadget products and services, (c) independently or through its licensees, distributors or agents, market Gadget products and services to any and all customers worldwide (other than for the purpose of circumventing Gadget Partner), (d) provide services with respect to its products according to Gadget’s own standard practices; and (e) enter into similar arrangements with third parties. Partner has no authority, without the prior written consent of Gadget, to bind Gadget to any contract, representation and/or understanding concerning Gadget, or any Service offered by Gadget. Partner shall limit its descriptions of the Services to the marketing information provided by Gadget. Partner shall not make any representations with respect to Gadget and/or its Services, nor shall it make any statements that are inconsistent with Gadget’s terms, marketing materials and/or other literature distributed by Gadget.
In order for a Prospect to qualify for a commission payment to Partner, they must be a “Qualifying Lead”. A “Qualifying Lead” is a sales lead for new business from a Prospect that has been originated by Partner and submitted to and accepted by Gadget through such process as Gadget may specify from time to time; provided that each of the following requirements are fully met: (a) Partner shall provide Gadget with a written introduction to a potential Qualifying Lead, (b) Partner shall provide the details to Gadget may reasonably request, (c) Gadget does not already have an existing relationship with the potential Qualifying Lead, (d) Gadget has not previously had discussions (directly or through a third party) with the Prospect prior to submission of the written notice from Partner, (e) the first sale by Gadget for the Prospect occurs no later than six (6) months after the written notice is submitted to Gadget by Partner, and (f) Qualifying Lead contracts directly with Gadget .
Gadget will distribute revenue share to its partners every quarter, but only if the Partner has earned a minimum of $100 USD in Revenue Share. If the revenue accrual is less than $100 USD, Gadget reserves the right to defer payment until your revenue accrual has reached $100 at the end of a quarter. Payments will be processed between the 1st and 15th of March, June, September, and December. Payments will be made via PayPal or Interac e-transfer, depending on your country of residence. Partners are responsible for providing accurate payment details and keeping them up-to-date. All distributions are inclusive of taxes. Partner shall pay all taxes, fees and charges levied against it in connection with its performance under this Agreement.
In the event of refunds, chargebacks, or any other adjustments that may affect the revenue share calculation, Gadget reserves the right to make necessary deductions from the Partner's future revenue share payouts. Gadget may also withhold or delay payouts in case of suspected fraudulent activities or breach of the partnership agreement.
"Confidential Information" refers to all non-public information related to Gadget’s business, including but not limited to business specifics, technical processes, software, customer data, financial details, business plans, and other proprietary information.
Partner commits to use Gadget’s Confidential Information strictly for fulfilling obligations under this Agreement. The Partner will take reasonable measures, comparable to those for their own proprietary information, to prevent the unauthorized duplication, disclosure, or use of Confidential Information. This applies to employees, agents, and subcontractors who need access for obligations under this Agreement and are under strict confidentiality obligations; or as mandated by law, regulation, or court order, in which case, if legally permitted, Partner will notify Gadget promptly and work to ensure confidentiality.
Confidential Information excludes information Partner can demonstrate: (A) was already public or known to them at the time of disclosure; (B) is independently developed without referencing Gadget’s Confidential Information, and without breaching this Agreement; or (C) is thereafter correctly acquired from another source without violating this Agreement.
In the event of any dispute, controversy or claim arising out of or relating to this partnership Agreement, or the breach, termination or validity thereof (a "Dispute"), the parties shall first seek to resolve the Dispute through good faith negotiation.
Should the parties fail to resolve the Dispute through negotiation within thirty (30) days from the date of written notice of the Dispute from one party to the other, the Dispute shall be submitted to and finally resolved by arbitration. The arbitration shall be conducted in Ottawa, Ontario, Canada, in accordance with the commercial arbitration rules of the Canadian Arbitration Association, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
The language of the arbitration shall be English. Each party shall bear its own costs and expenses in connection with the arbitration, and the parties shall equally share the fees and expenses of the arbitrator(s).
Nothing in this section shall prevent a party from seeking interim injunctive relief in the courts of an appropriate jurisdiction, to prevent an immediate and irreparable harm.
Neither Gadget nor the Partner will be liable for any delay or failure in performance due to events outside the defaulting party's reasonable control, including, but not limited to, acts of God, war, riot, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials (each, a "Force Majeure Event"). In the event of a Force Majeure Event, the non-performing party will be excused from any further performance of its obligations affected by the Force Majeure Event for as long as the event continues and such party continues to use commercially reasonable efforts to resume performance.
Nothing contained in this Agreement shall create or imply any agency relationship between the parties, nor shall this Agreement be deemed to constitute a joint venture or partnership between the parties. Neither party shall have authority to act for or on behalf of the other, except as expressly provided for in this Agreement. Each party acknowledges and agrees that it is not authorized to bind the other party to any contract or agreement of any nature whatsoever. It is further understood and agreed that the relationship of Partner with Gadget is and shall continue to be that of an independent contractor and neither Partner nor any of Partner’s employees shall be entitled to receive Gadget employee benefits. As an independent contractor, Partner agrees to be responsible for the payment of all taxes and withholdings specified by law, which may be due in regard to payments made by Gadget.
