Partner Program Agreement

Partner Program COMMITMENTS. 

1. 1. To participate in the OSDORO Partner Program, the Partner must:
      1. hold, and continue to hold, a valid business or company registration in their relevant country ; and 
      2. complete the online application for participation in the Partner Program found on OSDORO’s website (“Site”) and enter this Agreement (“Application“).

OSDORO may accept or reject any application at any time at its sole discretion.

1. Legal Agreements.  
   1. As part of its participation in the Partner Program and in acting as OSDORO’s Partner, Partner hereby agrees and consents to the terms of this Agreement and the Partner Program, the Guidelines, and any other requests and rules set by OSDORO from time to time, in its absolute discretion, in connection with Partner’s ongoing participation in the Partner Program and promotion of the OSDORO Platform to Referrals.  
   2. In all its activities under this Agreement, and specifically such activities relating to Partner’s promotion of OSDORO Platform, Partner shall cooperate with OSDORO and act in good faith.  
   3. In entering this Agreement Partner further recognises and accepts the terms set out in: 
      1. OSDORO’s Terms of Service (“Terms,” found at https://osdoro.com/terms-of-use/ ); and 
      2. OSDORO’s Privacy Policy (“Privacy Policy,” found at https://osdoro.com/privacy-policy/ ), 

as applicable to OSDORO’s provision of the OSDORO Platform to Referrals, and particularly regarding Partner’s adherence to the Privacy Policy in all matters involving privacy of Referrals’ information.

1. Promotion & Referral Activities

The Partner agrees to engage in continued, active promotion of the OSDORO Platform in various marketing channels using the Licensed Marks and Marketing Materials, and do so in compliance with the terms of this Agreement.

1. Prohibited Activities
   1. The Partner agrees not to associate Marketing Materials with content that is unlawful in any manner, or which is otherwise harmful, threatening, defamatory, obscene, offensive, harassing, sexually explicit, violent, discriminatory, or otherwise objectionable in OSDORO’s absolute discretion.  
   2. The Partner agrees not to send unsolicited electronic messages to multiple unrelated recipients (“Spamming”) in promoting the OSDORO Platform, or otherwise to engage in any activity prohibited by Law in connection with activities contemplated under this Agreement.
2. Permissible Use of OSDORO Trade Marks
   1. The Partner expressly agrees to comply with all the terms herein when using the Licensed Marks and in creating Marketing Materials.
   2. Through the Guidelines and otherwise, OSDORO shall provide specifications and other instructions from time to time as to Partner’s permissible use of the Licensed Marks in creating Marketing Materials and promoting the OSDORO Platform.  Partner further agrees to comply with all such specifications and instructions.
   3. Partner shall ensure that all Licensed Marks appearing on its Marketing Materials are in the form approved by OSDORO in the Guidelines or otherwise, shall not modify any OSDORO Marks or otherwise substantially modify other Marketing Materials contrary to reasonable instructions provided by OSDORO, and shall further comply with any instructions from OSDORO as to the form, content and display of Marketing Materials.  
   4. Upon termination of this Agreement for any reason, or upon written request by OSDORO, the license granted herein shall expire and Partner shall immediately cease using or displaying any OSDORO Marks. 
3. Liabilities  
   1. The Partner shall be solely responsible for its operations in acting under this Agreement, including, without limitation, the legality of Partner’s operations and materials, created and used in connection with this Agreement.  
   2. Except for a claim alleging that an OSDORO Trade Mark violates a third party’s trademark rights, OSDORO is not obliged to investigate, comment or offer assistance. 
   3. OSDORO is not responsible for the development, operation or content of Partner’s Marketing Materials and Partner agrees to defend, indemnify and hold OSDORO harmless against any and all claims, actions, causes of action, damages, or expenses (including legal fees on a solicitor-client basis) relating to the development, operation, content and maintenance of Partner’s Marketing Materials.
4. Customer Relations
   1. During and after the Term, OSDORO shall be the exclusive owner of all relations created via Partner among OSDORO and Referrals with respect to the OSDORO Platform, including any and all information identifying Referrals who contract with OSDORO for the use of the OSDORO Platform.  
   2. The terms of this Agreement, Privacy Policy, and OSDORO’s rules and procedures for the OSDORO Platform will apply to these Referrals and may be changed by OSDORO without prior notice to Partner, and Partner agrees to convey to Referrals the nature of their relations with OSDORO under the Terms.

1. QUALIFIED REFERRALS, COMMISSIONS. 
   1. “Qualified Referrals” mean Referrals which are: 
      1. referred by Partner to OSDORO and who complete the verification procedure in accordance with the procedure described in Section 3(b) below; 
      2. of whom OSDORO has no record in connection with the OSDORO Platform, or who are not, at the time referred to OSDORO by Partner, in any contractual relations or ongoing negotiations with OSDORO in connection with the OSDORO Platform; 
      3. who are not rejected by OSDORO, and make appropriate payment to receive the OSDORO Platform and a OSDORO Verification. All Referrals will be deemed rejected by OSDORO if they do not become a Qualified Referral within one hundred (100) days of first being submitted to OSDORO by Partner. On a case by case basis, the Parties may mutually agree in writing (email sufficing) to waive or extend the one hundred (60) day time limit for a particular Referral.
   2. Referral Procedure.  
      1. Each Referral shall be referred to OSDORO by Partner through an online form provided by OSDORO to Partner, which Partner shall fully complete and submit to OSDORO (“Referral Form”).  
      2. Upon receiving each Referral Form, OSDORO shall send an email to the Referral’s email address indicated in the Referral Form, detailing the steps to be taken towards registration to receive the OSDORO Platform and becoming a Qualified Referral.  OSDORO shall be responsible for the sales process to all Referrals, subject to the Parties’ continued good-faith cooperation in promoting the sales process to Referral.
   3. Commissions.   
      1. Responsibilities

OSDORO shall collect all fees from Referrals for the OSDORO Platform directly from Referrals (“Referral Fees”).

1. Referral Fees. 
   1. Partner shall only receive Referral Fees on Qualified Referral’s initial order and Referral Fees will accrue and be payable for, at most, for 12 months, from the date of becoming a Qualified Referral. 
   2. Such Referral Fees shall become payable and be paid to Partner within thirty (30) days of the end of the calendar quarter in which Subscription Fees attributed to such Qualified Referrals are paid to OSDORO. 
   3. If a Qualified Referral terminates Service prior to 12 months after becoming a Qualified Referral, Partner will only receive a pro-rata portion of the Referral Fees for the year in proportion to the Subscription Fees paid by Qualified Referral to OSDORO. 
   4. The Referral Fee is calculated at 10% of the total revenue generated by the referral to OSDORO.
2. Associated charges

Partner shall be responsible for payment of all taxes, duties, governmental charges and other like charges levied on the Referral Fees, and Partner shall indemnify, defend and hold OSDORO harmless from and against any claims arising out or relating to all charges arising out of OSDORO’s payment of Referral Fees.

1. TERM AND TERMINATION. 
   1. Initial Term. 

This Agreement shall become effective as of the Effective Date and shall continue for twelve (12) months thereafter (“Initial Term”), unless OSDORO rejects Partner’s application to participate in the Partner Program.

1. Early Termination. 
   1. Without Cause

OSDORO shall have the right to terminate this Agreement at any time for any or no reason by giving ten (10) days prior written notice to Partner.

1. For Cause

Either Party may terminate this Agreement at any time, effective immediately upon written notice to the other Party who has materially breached this Agreement, provided that prior to terminating this Agreement the terminating Party shall provide written notice of such material breach and thirty (30) days opportunity for the breaching Party to cure such breach.

1. Effect of Termination

From and following the date of termination of this Agreement Partner’s rights under this Agreement shall terminate, and Partner shall not be entitled to receive any Referral Fees or any other payments under this Agreement other than commissions or payments earned or accrued prior to termination of this Agreement.

1.   GENERAL. 
   1. Modification of Agreement

OSDORO may modify this Agreement from time-to-time at its reasonable discretion by posting a change on the Site or notifying Partner via email. If Partner objects to any such change, Partner may terminate this Agreement for cause. Partner’s continued participation in the Partner Program following receipt of notice about changes to this Agreement shall constitute binding acceptance of this Agreement as amended.

1. Assignment

OSDORO may assign this Agreement at any time. Partner may not assign or transfer this Agreement without OSDORO’s prior written consent, such consent not to be unreasonably withheld.

1. Intellectual Property Rights.  
   1. All intellectual property rights (such as but not limited to trademarks, trade names, logos, patents, copyrights, domain names and derivative rights) in OSDORO Marks, the OSDORO Platform and related content and technology around the world (“OSDORO IP Rights”) are and will remain the exclusive property of OSDORO and its subsidiary companies. 
   2. The License granted by OSDORO to Partner under section 3 of this Agreement is granted solely under the terms of this Agreement and in furtherance of its objectives. Partner’s right to use the Licensed Marks is at the discretion of OSDORO and is subject to Partner’s compliance with the terms of this Agreement, Guidelines, and with all applicable Laws and regulations. 
   3. Partner agrees to 
      1. not use any OSDORO IP Rights in any manner reasonably likely to breach this Agreement; 
      2. not do anything contesting or impairing any OSDORO IP Rights; 
      3. not create or obtain any intellectual property rights (such as but not limited to trademarks, trade names, logos, patents, copyrights, domain names and derivative rights) that are substantially similar to any OSDORO IP Rights; 
      4. promptly notify OSDORO of any unauthorised use of any OSDORO IP Rights of which Partner has actual or inferred knowledge of; and 
      5. always use the Licensed Marks and any other OSDORO Marks in compliance with the Guidelines. OSDORO may perform periodic reviews of any Marketing Materials presented by Partner, and shall have the exclusive authority and discretion to order the removal and/or amendment of any Marketing Materials presented by Partner.
2. No Waiver 

Either Party’s failure to enforce the other Party’s strict performance of any provision of this Agreement will not constitute a waiver of the first Party’s right to subsequently enforce such provision or any other provision of this Agreement.

1. Limited Warranty
   1. The parties warrant that at all times during the Term they will comply with all applicable Law, regulations, codes of practice, as well as this Agreement, the Terms, Privacy Policy and Guidelines. 
   2. During the Term and after its termination for any reason whatsoever, Partner expressly undertakes not to do anything that might reasonably be expected to damage the business, interests or reputation of OSDORO and will not make, publish or allow to be made or published any disparaging remarks concerning OSDORO, its representatives, or the OSDORO Platform.
2. Disclaimer of Warranty  

Other than OSDORO’s express warranty under the previous subsection 7(e), OSDORO makes no other warranty, express or implied, of any kind and OSDORO expressly disclaims any and all warranties and conditions, including but not limited to any implied warranty of merchantability, fitness for a particular purpose, availability, security, title, and/or non-infringement of the subject matter of this Agreement.

1. Limitation of Liability
   1. Neither OSDORO nor any officer, employee, director or any other representative of OSDORO shall be liable towards Partner or towards any third party, under or in connection with this Agreement or its termination, in contract, pre-contract, tort or otherwise for (i) any economic loss (including loss of revenues, profits, contracts, business or anticipated savings) or (ii) any loss of goodwill or reputation. Such losses include, without limitation, any special, indirect, incidental, statutory, punitive or consequential losses or damages as well as any losses or damages caused by interruption of operations. 
   2. Notwithstanding any other circumstances or understandings surroundings any relations among the Parties, OSDORO’s entire liability to Partner under this Agreement shall not exceed $100 AUD for any and all claims for damages of any kind made by Partner under this Agreement, and by entering this Agreement Partner recognises the limitations herein on OSDORO’s liability.
2. No Partnership or agency  
   1. The Parties herein act on their own behalf as independent contractor. Nothing in this Agreement shall create any joint venture, agency, franchise, sales representative, employment or any other relationship between the Parties beyond the relations set out in this Agreement, and Partner is expressly precluded from acting on OSDORO’s behalf. 
   2. Partner’s display of Licensed Marks under this Agreement, other content presented by Partner, or contact among Partner and third parties shall not misrepresent the relations described herein.
3. Indemnification  

Partner will indemnify, defend and hold OSDORO and its subsidiaries, affiliates, officers and employees (the “OSDORO Indemnified Parties”) harmless from and against any and all costs, liabilities, losses and expenses (including but not limited to legal fees on a solicitor client basis) resulting from any claim, suit, action, demand or proceeding brought by any third party against the OSDORO Indemnified Parties arising from any of the following: (i) a breach of the Agreement by Partner; (ii) the negligence, gross negligence or willful misconduct of Partner or its employees, agents or contractors; or (iii) a failure by Partner or its employees, agents, contractors or invitees to comply with the Laws and regulations referenced hereinbefore.

1. Confidential Information and Prohibition on Raiding

Each of the Parties guarantees that all information of a confidential nature received from the other Party before, during and after the conclusion of the Agreement shall remain confidential. Information shall in any event be considered confidential if related to pricing, discounts, Referrals’ information or if designated as confidential by either of the Parties. Neither Party shall for the duration of this Agreement and for one year after termination thereof hire, employ or solicit any employee of the other Party, or have such employee work for such Party either directly or indirectly.

1. Force Majeure

A Party shall not be obliged to perform any of its obligations herein if it is prevented from doing so by a situation of force majeure. “Force majeure” events shall include events beyond the reasonable control of the Parties, including acts of God, acts of government, acts of nature, strikes or riots, as well as improper performance by OSDORO’s suppliers or defects in objects, materials or software of third parties. If a situation of force majeure lasts for more than thirty (30) days, either Party may terminate this agreement upon written notice to the other Party.

1. Entire Agreement; Severability
   1. This Agreement represents the entire agreement among the Parties regarding the subject matter thereof and the Parties’ respective obligations and commitments herein. No other documents, or oral or written agreements among the Parties reflect in any way on the agreements laid out in this Agreement. 
   2. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.
2. Parties’ Expenses

The Parties shall each carry and pay all their respective costs, charges and expenses incurred by it in the performance of this Agreement, except as otherwise may be agreed-upon by the Parties in writing in advance

1. Counterparts; Notices
   1. This Agreement may be executed: 
      1. in counterparts and such counterparts shall be valid and binding on the parties hereto with the same effect as if original signatures had been exchanged. 
      2. Via online offer and acceptance and such execution shall be valid and binding on the parties hereto with the same effect as if original signatures had been exchanged.
   2. All notices relating to this Agreement shall be delivered via email (with return receipt) or next-day mail to the addresses detailed in the Cover Page.
   3. Governing Law; Jurisdiction; Dispute Resolution
      1. This Agreement shall be governed by the laws of Singapore.
      2. Prior to initiating any legal action arising under or relating to this Agreement, a Party shall provide the other Party written notice of a dispute and the Parties shall actively and in good faith negotiate with a view to speedy resolution of such dispute within ten (10) business days of the receipt of such notice.