Updated: December 1, 2024

Keebo may update these Terms from time to time in its sole discretion by posting the revised version of these Terms, which changes will become effective immediately upon the posting.  Representative can determine when these Terms were last revised by referring to the “Updated” legend at the top of these Terms.  Representative will return to these Terms to ensure familiarity with the most current version of these Terms.  Any Lead Forms submitted by Representative after any changes to these Terms have been posted shall constitute Representative’s agreement and consent to such changes with respect to such Lead Forms.

The following capitalized terms shall have the meanings set forth below (and the following provisions are hereby agreed to by the parties):

1.1 “Customer Agreement” means the contract by which Keebo agrees to provide one or more Products to a Customer.

1.2 “Customer” means a Prospect referred by Representative to Keebo via a valid Lead Form, who is approved by Keebo and who enters into a written Customer Agreement with Keebo during the term of such Lead Form.

1.3 “Lead Form” means the form to be completed by Representative, as specified in Cover Page. 

1.4 “Net Revenue” means the revenue actually received by Keebo under a Customer Agreement, exclusive of: (a) sales, excise and similar taxes; (b) returns, refunds, allowances, discounts and adjustments; and (c) amounts attributable to third party products, applications or integrations offered by Keebo, training, professional services, annual renewals, overages, or additional purchase of Keebo or third party services.

1.5 “Products” means Keebo’s products and services that are generally commercially available and designated by Keebo to be offered by Representative.

1.6 “Prospect” means a customer or other contact of Representative who may be interested in purchasing the Products.

1.7 “Territory” means the geographic region(s) set forth in the Cover Page.

2.1  License; Representative’s Obligations. Subject to the terms and conditions of this Agreement, Keebo hereby grants Representative, within the Territory, a personal, non-assignable (except as permitted under Section 9.4), non-exclusive, revocable right, during the term of this Agreement, to promote the Products and refer Prospects to Keebo, including, but not limited to the following activities: (i) presenting Products in appropriate sales opportunities (including when it presents the Representative’s products and services to Prospects), (ii) presenting Products to Representative’s existing customer base, (iii) facilitating face-to-face meetings between Keebo and the Prospect, (iv) arranging for appropriate Representative personnel to participate in introductory meetings between Keebo and the Prospect, and (v) at the request of Keebo, engaging in reasonable continuing assistance in connection with the finalization of a Customer Agreement with the Prospect. Representative will make commercially reasonable efforts to promote the Products.

2.2  Lead Form. Prior to referring a Prospect to Keebo and in order for Representative to be eligible to receive a Commission (as defined below) for such Prospect, Representative shall submit to Keebo a Lead Form for such Prospect and obtain Keebo’s acceptance of such Prospect, to be granted by Keebo in its sole discretion. Keebo shall have no obligation to Representative with respect to a specific Prospect (i) if such Prospect is already under written contract to receive the Products from Keebo, (ii) if Keebo has been engaged in discussions with such Prospect within the six (6) months prior to receipt of a Lead Form from Representative for such Prospect, or (iii) if Representative materially fails to meet its obligations under Section 2.1 with respect to such Prospect. Each Lead Form will automatically expire twelve (12) months following receipt thereof by Keebo, and may be extended by Keebo in its discretion.

2.3  Keebo Materials. Keebo will provide Representative, at no cost to Representative, with a reasonable quantity of materials for use in conjunction with promoting the Products hereunder (“Keebo Materials”), which may include technical documentation and marketing materials. If Representative uses any material to promote the Products that was not provided to Representative by Keebo (“Representative Materials”), then Representative will send a copy of the Representative Materials to Keebo at least three (3) business days prior to using the Representative Materials and will promptly discontinue using such Representative Materials if Keebo, in its sole discretion, so requests. 

2.4 Trademark License. Subject to the terms and conditions of this Agreement, Representative may use and display, within the Territory, Keebo’s trademarks, logos and other branding (the “Branding”) appearing in the Keebo Materials and any approved Representative Materials, solely to promote the Products. Representative shall ensure that its use of the Keebo Branding conforms to Keebo’s then-current written trademark use policies provided to Representative, as the same may be modified by Keebo from time to time, and will provide samples of Representative’s use of the Keebo Branding as requested by Keebo from time to time. All uses of the Keebo Branding will inure solely to the benefit of Keebo, and Representative shall obtain no rights with respect to any Keebo Branding.  Representative irrevocably assigns to Keebo all such right, title and interest, if any, into the Keebo Branding.  At no time during or after the term of this Agreement shall Representative challenge or assist others to challenge the Keebo Branding or the registration thereof or attempt to register any trademarks, services marks, trade names or service names confusingly similar to the Keebo Branding. Additionally, Representative will not bid on, purchase, or use any Keebo Branding term in any keyword advertising service, search engine, or social platform, or otherwise use any such keyword or term to direct users to Representative’s website, social media account or other Internet properties.

3.1  Commission. During the term of this Agreement, for each Customer Agreement executed by Keebo and a Customer during the applicable term of the Lead Form for such Customer, Keebo will pay to Representative the commission, in form of cash or other incentives, as set forth on the Cover Page (“Commission”). Notwithstanding the foregoing, no Commission will be payable for any Customer Agreement in the event that Representative refers any leads/customers to, or otherwise serves in any marketing or sales capacity for, of any competitors of Keebo as defined in the Cover Page (“Competitors”). Keebo will have the right to modify its Competitors, from to time, by 30 days’ notice to Representative.

3.2  Payment Terms. Commission shall be paid on a calendar quarterly basis, within thirty (30) days after the end of each calendar quarter for Commission that are earned during the immediately previous calendar quarter.

3.3  Taxes. Each party shall be responsible for and pay any and all applicable taxes, customs, withholding taxes, duties, assessments and other governmental impositions resulting from its own activities under this Agreement. Keebo will have the right to deduct any required withholding taxes from any payments made to Representative, will remit such taxes to the appropriate taxing authority, and pay the remaining amount to Representative. 

3.4  Expenses. Each party will be responsible for the expenses that it incurs in connection with the performance of this Agreement, except as may otherwise be mutually agreed upon by the parties.

As between the parties, Keebo owns all right, title and interest in and to the Products, Keebo Branding and the Keebo Materials. Keebo retains all rights and licenses not expressly granted in this Agreement. 

5.1  Warranties. Any warranties for the Products or Keebo Materials shall run directly from Keebo to the Customer or Prospect. In no event shall Representative make any representation, guarantee or warranty concerning the Products, Keebo Materials, or terms and conditions of any Customer Agreement, except as expressly authorized in writing by Keebo. Representative shall indemnify, defend and hold harmless Keebo, its directors, officers, agents, and affiliates against any liability, loss, costs, or damages arising out of or related to Representative’s breach of this Section 5.1.

5.2  Disclaimer. KEEBO MAKES NO WARRANTIES TO REPRESENTATIVE, EXPRESS OR IMPLIED, AND HEREBY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, AND ALL WARRANTIES ARISING OUT OF USAGE OR TRADE, COURSE OF DEALING AND COURSE OF PERFORMANCE.

EXCEPT WITH RESPECT TO A BREACH OF SECTION 8 AND EACH PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER, (I) NEITHER PARTY WILL BE LIABLE OR OBLIGATED WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR UNDER ANY CONTRACT, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES WHATSOEVER, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, RELIANCE OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA OR USE, AND (II) NEITHER PARTY’S LIABILITY SHALL EXCEED THE COMMISSION PAID OR PAYABLE BY PROVIDER TO REPRESENTATIVE DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY.

7.1  Term. The term of this Agreement shall commence as of the Effective Date and shall continue for a period of one (1) year. The term shall automatically renew for successive one (1) year renewal terms unless and until either party terminates this Agreement pursuant to Section 7.2.

7.2  Termination. Either party may, at its option, terminate this Agreement upon thirty (30) days written notice to the other party for any reason or for no reason whatsoever. This Agreement may also be terminated for cause by either party upon ten (10) days written notice if the other party breaches this Agreement in any material respect and the breaching party fails to cure such breach within such 10-day period. 

7.3  Effect of Termination. Upon any termination or expiration of this Agreement, (i) except in cases of termination by Keebo for cause, Keebo will pay the Commission due Representative for outstanding Customer Agreements in effect; (ii) all rights granted to Representative will terminate and Representative shall immediately cease all promotion of the Products; (iii) Representative shall immediately return to Keebo, or at the option of Keebo, destroy, all Confidential Information of Keebo, Keebo Materials and Products provided to Representative hereunder; and (iv) subject to Keebo’s obligation to pay Commission under subsection 7.3(i) above, Keebo may market, sell or provide the Products to any third party, without obligation to pay Representative any Commission. Notwithstanding any termination or expiration of this Agreement, the following Sections shall survive and remain in effect: 1, 4, 5, 6, 7.3, 8 and 9. Any termination or expiration of this Agreement shall be without prejudice to any other rights or remedies available under this Agreement or at law. 

8.1  Confidentiality. During the course of performing this Agreement, each party (as the receiving party) may have access to Confidential Information of the other party (as the disclosing party). “Confidential Information” means any information relating to a disclosing party, its business, technology, suppliers, licensors, resellers, distributors, customers, and third parties to whom the disclosing party has an obligation of confidentiality, whether in tangible or intangible form, which is either marked or designated as “confidential” or “proprietary,” or disclosed under circumstances indicating its confidential or proprietary nature, or otherwise would be known to be confidential or proprietary by a reasonable person.  The Confidential Information of a disclosing party shall be owned exclusively by the disclosing party.  Confidential Information shall include, without limitation, all customer lists and information relating to the parties’ products and pricing. A party’s Confidential Information shall not include any information which (i) becomes part of the public domain through no act or omission of the other party; (ii) is lawfully acquired by the other party on a non-confidential basis from a third party without any breach of a confidentiality obligation; (iii) is disclosed by such party to a third party without any obligation of confidentiality; or (iv) was independently developed by the other party without reference to such party’s Confidential Information. The receiving party agrees to use the disclosing party’s Confidential Information only as necessary to perform its obligations or exercise its rights under this Agreement and to maintain the confidentiality of the disclosing party’s Confidential Information using at least the same degree of care in safeguarding the disclosing party’s Confidential Information as it uses in safeguarding its own Confidential Information, subject to a minimum standard of reasonable diligence and protection to prevent any unauthorized copying, use, distribution, installation or transfer of possession of such information. If required by law, the receiving party may disclose Confidential Information of the disclosing party, provided the receiving party gives adequate prior notice of such disclosure to the disclosing party to permit the disclosing party to intervene and to request protective orders or other confidential treatment therefor.

8.2  Irreparable Harm. Both parties acknowledge that any use or disclosure of the other party’s Confidential Information in a manner inconsistent with the provisions of this Agreement may cause the disclosing party irreparable damage for which remedies other than injunctive relief may be inadequate, and both parties agree that the disclosing party shall be entitled to seek from a court of competent jurisdiction injunctive or other equitable relief to restrain such use or disclosure in addition to other appropriate remedies, without the necessity of posting any bond or surety.

9.1  Independent Contractors. The parties are independent contractors and not partners, joint venturers or otherwise affiliated and neither has any right or authority to bind the other in any way. Accordingly, Representative shall not commit Keebo to any Customer Agreement or other contract or obligation. 

9.2  Governing Law; Exclusive Venue.  This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan, U.S.A., without reference to its conflicts of law provisions.  The parties disclaim the application of the United Nations Convention on the International Sale of Goods or the Uniform Computer Information Transactions Act to this Agreement.  The federal and state courts sitting in Washtenaw County, Michigan, U.S.A. will have proper and exclusive jurisdiction and venue with respect to any disputes arising from or related to the subject matter of this Agreement, provided that either party may seek injunctive relief in any court of competent jurisdiction. 

9.3  Notices. Any notice or other communication required or permitted in this Agreement shall be in writing and shall be deemed to have been duly given on the day of service if served personally or upon receipt if mailed by First Class mail, registered or certified, postage prepaid, and addressed to the respective parties at the addresses set forth above, or at such other addresses as may be specified by either party pursuant to the terms and provisions of this Section.

9.4  Assignment. Neither party may assign, without the prior written consent of the other, its rights, duties or obligations under this Agreement to any person or entity, in whole or in part; provided, however, that this Agreement may be assigned by Representative or Keebo without the consent of the other party to any successor corporation or entity whether by purchase of all or substantially all of the assets relating to this Agreement, a sale of a controlling interest of the capital stock of the assigning party, by merger, consolidation or otherwise. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. 

9.5  Severability. Any provision of this Agreement that is determined to be unenforceable or unlawful shall not affect the remainder of the Agreement and shall be severable therefrom, and the unenforceable or unlawful provision shall be limited or eliminated to the minimum extent necessary to that this Agreement shall otherwise remain in full force and effect and enforceable. 

9.6  Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes any and all prior agreements between them, whether written or oral, with respect to the subject matter hereof. This Agreement may not be amended, modified or provision hereof waived, except in a writing signed by the parties hereto. No waiver by either party, whether express or implied, of any provision of this Agreement, or of any breach thereof, shall constitute a continuing waiver of such provision or a breach or waiver of any other provision of this Agreement.

9.6  Press Releases. Any news release, public announcement, advertisement, or other publicity released by either party concerning this Agreement shall be subject to the prior approval of both parties. Representative will not list Keebo as a customer on its website or marketing materials without obtaining Keebo’s prior written consent. 

*** End of Referral Program Terms and Conditions***