OpSource Cloud - Referral Agreement

This Referral Agreement ("Agreement") grants to the person or entity identified below as a referring party ("Referring Party") the right to refer to OpSource, Inc. ("OpSource") qualified new customers ("Customer") for the purchase of the OpSource Cloud Services product (“Offering”) directly from OpSource in exchange for a referral fee ("Referral Fee"), as set forth below.

1. Referral of Customers
   1. To be eligible for a Referral Fee, the Referring Party must 1) have signed up for the Offering and maintain an active account, 2) have the Customer use the promotion code assigned to Referring Party by OpSource in the on-line OpSource Cloud sign up process and must complete the OpSource sign up process and be approved by OpSource at its sole discretion. Completion of the OpSource sign up process will include, but not be limited to the Customer’s acceptance of the OpSource Terms of Service, a Referral Party’s promotion code, and a valid form of payment ("Completed Transaction"). OpSource, at its sole discretion, may approve or terminate any Customer for any reason.
2. Reserved Rights
   1. This Agreement shall in no way limit OpSource’s right to sell directly or indirectly any product or service to any current or prospective Customers.
   2. OpSource will not pay more than one (1) Referral Fee on any given Completed Transaction. The Referral Fee represents the full and only compensation due the Referring Party in connection with the Completed Transaction.
3. Computation. Referral Fees for any Completed Transaction shall be as set forth in Table A below, and shall be calculated based on the net revenue to OpSource for the Offering (excluding taxes, imposts, duties, penalties, credits, offsets, and fees attributable to ancillary services not included with the Offering).
4. Payment Terms. OpSource shall remit the applicable Referral Fee to the Referring Party within thirty (30) days after receipt of payment from Customer for the Offering included in the Completed Transaction. OpSource shall have no further Referral Fee payment obligations if Customer cancels the receipt of the Offering during the period constituting the basis of the Referral Fee calculation as set forth in Table A. All amounts payable by OpSource to Referring Party are subject to offset by OpSource against any amounts owed by Referring Party to OpSource.
5. Taxes. Referring Party shall be responsible for payment of all taxes to which the Referral Fee is subject. Referring Party agrees to indemnify and hold OpSource harmless against any taxes, including penalties, duties and interest levied by any government on the Referral Fee.
6. No Other Rights. No other rights or licenses are granted to Referring Party under this Agreement and this Referral Agreement does not grant Referring Party any right to resell or otherwise distribute the Offering or any other OpSource product, nor any right to use any OpSource trademark, nor any right to make statements, representations, warranties or guarantees to Customer or potential Customer regarding OpSource’s Cloud Services, nor any right to provide any services related to any OpSource product.
7. OpSource Referring Party. In the event the Referring Party is or becomes an OpSource reseller with rights to resell OpSource products, OpSource shall in its sole discretion determine whether a given Customer will be provided OpSource products either (a) directly by OpSource or (b) directly by the Reseller under the terms of the applicable reseller agreement to which the Reseller is a party. In no event shall the Referring Party be eligible for fees or benefits under more than one program for a given transaction.
8. No Warranty. OPSOURCE MAKES NO WARRANTIES AND REPRESENTATIONS, AND EXPRESSLY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY OR OTHERWISE WITH RESPECT TO THIS AGREEMENT.
9. Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL OPSOURCE BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER, ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT REGARDLESS OF THE LEGAL THEORY UPON WHICH SUCH CLAIM FOR DAMAGES IS BASED, EVEN IF OPSOURCE HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IF SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN. IN NO EVENT SHALL OPSOURCE’S LIABILITY UNDER THIS REFERRAL AGREEMENT EXCEED THE AMOUNT OF THE REFERRAL FEE FOR THE COMPLETED TRANSACTION.
10. Termination. This Referral Agreement will commence upon the date of Referral Party’s on-line acceptance of this Agreement and will expire when terminated by notice issued either (1) by OpSource to the email address provided by Referral Party during the on-line acceptance or; (2) by Referral Party to . Termination of the Agreement shall not affect OpSource’s obligation to pay Referring Party the Referral Fee for a Completed Transaction earned prior to the termination date.
11. Modification to this Agreement. Referral Party agrees that OpSource may modify this Agreement or any policy or other terms referenced in this at any time by posting a revised version at https://opsource.net/Partners/Referral-Agreement. Unless otherwise set forth in the Agreement or in OpSource’s change of terms notice, the revised terms shall be effective (1) fifteen (15) days after posting and/or notifying (2) your acceptance if OpSource provides a mechanism for your immediate acceptance of the revised terms, such as a click-through confirmation or acceptance button. Referral Party agrees to be bound by the revised terms for any Completed Transactions entered into after the effective date of the applicable revisions to this Agreement. It is Referral Party’s responsibility to check the website listed herein regularly for changes to this Agreement. If Referral Party disagrees with any modifications to this Agreement, Referral Party’s sole and exclusive remedy shall be to terminate this Agreement in accordance with Section 10 above.
12. Non-exclusive Arrangement. Each Party acknowledges that the referral arrangements set forth in this Agreement are non-exclusive arrangements. Nothing in this Agreement shall be construed to restrict a party from entering into any other similar or different referral arrangements with third parties. Nothing in this Agreement shall be construed in any way to require OpSource to provide the Offering to any Customer.
13. Independent Contractor. The parties’ relationship during the term of this Agreement will be that of independent contractors. In all matters relating to this Agreement, neither party nor its employees or agents are or will act as employees of the other party in the meaning or application of any laws or regulations that may impute any obligations or liability to the other party by reason of an employment relationship.
14. Entire Agreement; Amendment. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof, and superseded in all proposals, oral or written, all negotiations, conversations, or discussions between or among the parties with respect to such subject matter.
15. Assignment. Neither party may assign, delegate or otherwise transfer the rights or obligations associated with this Agreement, in whole or in part, without the prior written consent of the other party; provided, however, no written consent shall be required to assign, delegate or otherwise transfer this Agreement to any parent or the wholly owned subsidiary of the party or a third party acquiring substantially all of the assets of a party hereto, whether such acquisition is by sale, merger or reorganization; provided, further however, that such third party is not a competitor of the other party. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
16. Nondisclosure
    By virtue of this agreement, the parties may have access to information that is confidential to one another ("confidential information"). We each agree to disclose only information that is required for the performance of obligations under this agreement. Confidential information shall be limited to the methodologies, the content accessible on the Offering’s site, the terms under this agreement, and all information clearly identified as confidential at the time of disclosure. A party’s confidential information shall not include information that (1) is or becomes a part of the public domain through no act or omission of the other party; (2) was in the other party’s lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (3) is lawfully disclosed to the other party by a third party without restriction on the disclosure; or (4) is independently developed by the other party.
     
    
    We each agree to hold each other’s confidential information in confidence for a period of two years from the date of disclosure. Also we each agree to disclose confidential information only to those employees or agents who are required to protect it against unauthorized disclosure. Nothing shall prevent (1) either party from disclosing the terms or pricing under this agreement in any legal proceeding arising from or in connection with the terms of this agreement, (2) either party from disclosing the confidential information to a federal or state governmental entity as required by law.
17. Miscellaneous. This Agreement shall be governed by and construed under the laws of the State of California, excluding its choice of law principles. Any dispute concerning this Agreement shall be brought exclusively in the state or federal courts located in Santa Clara County and the parties hereby irrevocably consent to personal jurisdiction and venue in such courts. If any provision of this Agreement, or a portion thereof, shall be adjudged by a court of competent jurisdiction to be unenforceable or invalid, that portion shall be eliminated or limited to the minimum extent necessary so that this Agreement shall remain in full force and effect and enforceable.

* 12 months starts as of the date of the Completed Transaction.