This Referral Agreement (“Agreement”) sets forth the terms and conditions pursuant to which an entity may refer to Accent Technologies qualifying leads for the sale by Accent Technologies of Accent Technologies’ sales enablement software as a service (“Accent Software”) subscriptions. The individual who clicks the “I Accept” button on the Opportunity Referral Form represents and warrants that he or she has the requisite authority to bind his or her company (“Referral Partner”) to this legally binding Referral Agreement, which is effective between the Referral Partner and Accent Technologies as of the date of such acceptance (“Effective Date”). In the event Referral Partner and Accent Technologies have executed or will execute a separate referral contract for the sale of Accent Software subscriptions, such executed contract shall supersede this Referral Agreement.
1. General Description. Accent Technologies agrees to pay Referral Partner a referral fee for submitting qualifying leads which result in the sale of Accent Software subscriptions to new customers in accordance with the terms set forth in this Agreement.
2. Lead Registration and Acceptance.
2.1 Lead Registration. To create a qualifying lead eligible for a referral fee, Referral Partner must register leads with Accent Technologies in conjunction with the current lead process in place. At Accent Technologies’ request, Referral Partner shall supply any additional information reasonably requested by Accent Technologies and/or assist Accent Technologies in making contact with the proposed lead by arranging an introduction, meeting, conference call or other means of communication with the proposed lead. Following receipt of approval by Accent Technologies, Referral Partner will be introduced to a Accent Technologies account manager to engage with the prospect. Prospect must purchase and pay for an annual (or longer) Accent Software subscription within six months of the lead registration and approval or such longer period that may be authorized by Accent Technologies at its sole discretion and on a case-by-case basis.
2.2 Lead Acceptance. Within a reasonable period of time following Referral Partner’s submission of a proposed lead, Accent Technologies shall review the proposed lead and provide Referral Partner with a notification of its acceptance of the proposed lead as commissionable, or its rejection of the proposed lead. Accent Technologies will be under no obligation to accept any proposed lead submitted by Referral Partner and may reject or decline to accept proposed leads for any commercially reasonable reason as determined by Accent Technologies, including that:
(i) the proposed lead was an existing customer of Accent Technologies or of any of its affiliates (as defined below) at the time of submission of the proposed lead;
(ii) Accent Technologies or any of its affiliates was already involved in discussions relating to the sale of Accent Software to the proposed lead at the time of submission of the proposed lead;
(iii) the proposed lead has previously been submitted to Accent Technologies or any of its affiliates by Referral Partner or by any other third party;
3. Referral Fee.
3.1 Fee. Accent Technologies will pay Referral Partner a 5% referral fee for the total revenue from the sale of licensed software, not including services, collected by Accent Technologies from leads registered by Referral Partner which are approved in writing by Accent Technologies and closed by Accent Technologies within six months of date of approval (or for such longer period as may be authorized by Accent Technologies pursuant to Section 2.1 above) according the the outline below.
3.2 Eligibility. Accent Software subscription renewals, support, implementation, training or other professional services are not eligible for referral fees. Accent Technologies will remit referral fees within 45 days after the qualifying lead’s subscription payment is received. Referral Partner will be solely responsible for payment of all taxes and other costs levied against the referral fee or its operations. Accent Technologies will manage Accent Software sales, provision, billing and collection activities with end-user Customers.
4. Term and Termination; Post-termination Fees. This Agreement shall expire in the event Referral Partner has not registered a lead for six consecutive months. Either party may terminate this Referral Agreement with written notice to the other at any time. Unless the termination is for breach, it will not affect Accent Technologies’ obligation to pay referral fees for qualifying leads approved and current prior to the termination date.