The following “Referral Partner Agreement” (the “Agreement”) governs you, the “Affiliate Partner,” and your relationship with Themis Solutions Inc. (and its subsidiaries) (“Clio”). This is a legal agreement between you and Themis Solutions Inc. and incorporates the attached Schedules. By registering your participation in this program, you are accepting to be bound to the terms of this Agreement.
WHEREAS, the Affiliate Partner may from time to time refer potential customers to Themis for a referral fee.
The parties agree to the following:
1. The referral fee (the “Commission”) shall be calculated as described in Schedule A, which is subject to change with thirty (30) days notice to the Affiliate Partner.
2. In order to remain eligible for Commission the Affiliate Partner must:
a) performed its obligations under this Agreement in good faith and in accordance with all applicable law; and
b) have submitted payment information.
For Affiliate Partners interested in developing their Clio expertise, providing services to Clio subscribers, and/or potentially co-selling with the Clio sales team, certification steps (product training, etc) are available to become a “Clio Certified Consultant” (the “Certified Consultant Program”). The requirements for becoming a member of the Certified Consultant Program (a “Certified Consultant”) and maintaining your status as a Certified Consultant, as well as the rights and responsibilities of a Certified Consultant, are set out in Schedule B.
After amounting $1,000 MRR in the previous twelve months, Clio may, at their sole discretion, invite the Affiliate Partner to tier up to a recurring revenue share partner.
3. The Affiliate Partner must register potential referrals (“Prospects”) via the Referral Registration Form provided by Clio unless another process is agreed to in writing by the parties. Prospects shall be deemed eligible or ineligible for recurring revenue share at the sole discretion of Clio. Prospects currently engaged with Clio in any sales-related discussions, evaluations, or negotiations or those that have been engaged by Clio within the past sixty (60) days are specifically excluded unless determined eligible by Clio. In addition, the Affiliate Partner must deal at arms-length with any Prospect in order to be eligible for the Commission.
4. Clio shall use its best commercial efforts to ensure the Prospect subscribes to Clio Services. However, Clio makes no representation or guarantee that such Prospect will actually result in an agreement for the Clio Service (which is defined as the software products offered by Themis Solutions Inc. and its subsidiaries) and shall not be liable for any Prospect that is referred by the Affiliate Partner to Clio but does not register for the Clio Service. Only those Prospects that Clio accepts and that subscribe to the Clio Service within six (6) months of registration shall be eligible for Commission. Should the discussions with the Prospect remain active beyond (6) months, the Affiliate Partner is required to re-submit the Prospect via the Referral Registration Form.
5. Only referrals that remain paid customers for 90 consecutive business days will be eligible for a Commission.
6. Clio shall pay the Commissions on or before the last day of the following month, in which the revenue from a Referral is earned. Clio shall process the Commission by Wire Transfer or Automated Clearing House (ACH) Direct Deposit, and the Affiliate Partner shall provide valid payment information. All Commission payments will be made in the currency it was earned unless otherwise agreed upon by the parties in advance.
7. To be eligible for a Commission the Affiliate Partner must provide necessary payment instructions to Clio in a timely fashion. After three (3) attempts by Clio to attain payment information the Commission will be forfeited.
8. Placement of advertisements are at the sole discretion and cost of the Affiliate Partner, and the Affiliate Partner shall not make promises or issue any warranty either expressed or implied pertaining to the goods or services offered by Clio unless authorized in writing by Clio to do so.
9. The Affiliate Partner may make use of the Clio trademarks for the sole purpose of promoting the Company’s goods or services. Any such use shall be in accordance with Clio’s trademark policies. It is expressly understood that this Agreement does not grant the Affiliate Partner any interest in the Clio trademarks or any other intellectual property rights.
10. The relationship between the parties shall at all times be that of an independent contractor. No employment or joint venture relationship is formed by this Agreement and at no time may the Affiliate Partner position itself except as an independent third party of Clio. In view of this independent relationship, the Affiliate Partner shall not enter into any agreements on behalf of Clio, shall make no warranty either expressed or implied on behalf of Clio, and shall not incur any expenses on behalf of Clio.
11. This Agreement does not grant exclusive rights to the Affiliate Partner to act as referrer on behalf of Clio and the Affiliate Partner shall have no rights under any other agreements entered into by Clio with other Affiliate Partners or any third parties.
12. Pursuant to this Agreement, the Affiliate Partner may receive or have access to certain information (whether oral or written) belonging to, and provided by Clio and including without limitation: the terms and conditions of this Agreement and Clio’s methods of operation, products, services, various financial data nor that of prospective or existing Clio customers. Without regard to whether said information would be deemed the trade secrets of, or confidential or otherwise important to, Clio under applicable law, the Affiliate Partner acknowledges that this information shall conclusively be deemed confidential (collectively, “Confidential Information”). The Affiliate Partner agrees not to disclose any Confidential Information to any third party.
13. Either party may terminate this Agreement at any time by giving the other party ten (10) days prior written notice. Upon termination by either party, all final outstanding Commissions due to the Affiliate Partner at that time shall be settled in full within the usual payment sequence described in section 6 of this Agreement. Affiliate Partners who do not have any activity in 24 months will be removed from the program without notice.
14. Notwithstanding section 13, Clio reserves the right to terminate this Agreement immediately without cause, at its discretion. Upon termination, all final outstanding commissions due to the Affiliate Partner at that time shall be settled in full within the usual payment sequence described in section 6 of this Agreement.
15. The Affiliate Partner shall indemnify, defend, and hold Clio (and any other Clio affiliate ) harmless against any and all claims of whatsoever nature arising from the Affiliate Partner’s misrepresentation, default, misconduct, failure to perform or any other act or omission related to this Agreement.
16. Clio reserves the right to unilaterally amend this Agreement. In the event of material changes to this Agreement, Clio will provide reasonable notice to the Affiliate Partner, by email, or by other reasonable means, of these changes prior to their enactment.
17. This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein. In addition, you hereby irrevocably attorn to the jurisdiction of the courts in the Province of British Columbia with respect to any and all issues arising from this Agreement.
18. This Agreement constitutes the whole agreement between the parties and shall supersede any prior agreements, discussions, commitments, representations, or agreements, written or oral, between the parties hereto.
SCHEDULE A
Monthly Paid Accounts
5% of the Equivalent Annual Account Revenue (as defined below) of the subscription’s first purchase when the customer signs up (and pays) initially as a monthly customer of Clio as a direct result of a referral.
“Equivalent Annual Account Revenue” is equal to 12 times the monthly charge paid by the Referral of the net value of goods or services sold by Clio. Net value shall exclude value-added tax, postage and packaging, insurance, refunds and payments not honored by a financial institution. Subsequent sales of goods or services to the Referral shall not be subject to a Commission.
Annual Paid Accounts
10% of the Annual Account Revenue (as defined below) of the subscription’s first purchase when the customer signs up (and pays) initially as an annual customer of Clio as a direct result of a referral.
“Annual Account Revenue” is equal to the annual charge paid by the Referral of the net value of goods or services sold by Clio. Net value shall exclude value-added tax, postage and packaging, insurance, refunds, and payments not honored by a financial institution. Subsequent sales of goods or services to the referred customer shall not be subject to a Commission.
Stipulations
- Only new Clio customers are eligible to become Referrals.
- Only Prospects that Clio accepts and that subscribe to the Clio service within six (6) months of registration shall be eligible for Commission.
- Should the sales cycle remain active beyond (6) months, the Affiliate Partner is required to re-submit the referral via the Referral Registration Form.
- Prospects that are currently in negotiations with Clio Sales Team are not eligible to become Referrals.
- Affiliate Partner must submit proof of engagement with Prospect prior to initial subscription to the Clio Services via Referral Registration Form OR Affiliate Partner Referral Code must be applied at initial trial signup.
- Non-Profit organizations leveraging Clio’s Non-Profit pricing model are not eligible to become Referrals.
SCHEDULE B
1. The requirements for obtaining Certified Consultant status (the “Requirements”) are as follows. The Certified Consultant must:
a) meet the Affiliate Partner requirements as set out in Section 2 of this Agreement;
b) complete an application and have it accepted by Clio;
c) complete, and have approved by Clio, testing requirements as specified by Clio; and
d) complete the certification training made available to the Certified Consultant’s sales and support personnel. The training shall be offered via an online learning portal. The training must be completed to the satisfaction of Clio in its sole discretion.
For clarity, even if a candidate satisfies all of the Requirements, Clio maintains full discretion on whether a candidate achieves Certified Consultant status.
2. Subject to satisfactory completion of the Requirements, the Certified Consultant shall have the right to refer to themselves as a “Clio Certified Consultant”.
3. The Certified Consultant’s responsibilities are as follows. The Certified Consultant must:
a) ensure that materials posted on the Certified Consultant’s Internet website do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights), and are not libelous or otherwise illegal exclusive of those materials provided to Certified Consultant by Clio;
b) ensure that the Certified Consultant’s Internet website accurately and adequately discloses, either through a privacy policy or otherwise, how the Certified Consultant collects, uses, stores, and discloses data collected from visitors, including, where applicable, that third parties (including advertisers) may serve content and/or advertisements and collect information directly from visitors and may place or recognize cookies on visitors’ browsers;
c) refrain from disparaging or criticizing Clio in any way;
d) refrain from promoting or advertising other products or services on Clio’s private customer forums; and
e) perform its obligations under this Agreement in good faith and in accordance with all applicable law.
4. Clio has the right to remove a Certified Consultant from the Certified Consultant Program at its discretion and for any reason. In the event a Certified Consultant is removed from the Certified Consultant Program by Clio, he or she will no longer be able to refer to themselves as a “Clio Certified Consultant” and must immediately cease use of Clio trademarks pursuant to section 7 of this Agreement. Further, Clio may remove access of a Certified Consultant to Clio’s private customer forums at its discretion and for any reason.
V2. 2023-01 Clio Partner Revenue Share Agreement