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Referral Program Agreement

Last Updated: Jan 1, 2024

WORDEGO REFERRAL PROGRAM AGREEMENT

This Wordego Referral Program Agreement (“Agreement”) is made by and between Wordego Inc, a corporation organized under the laws of the State of Delaware, with its principal office at 222 W Merchandise Mart Plaza, Suite 1212, Chicago, Illinois, 60654, USA (“Company”), and the entity or individual (“Referrer”) who completed the application form and clicked “Submit” (or a comparable button or box) to join the Wordego Referral Program (“Program”). Hereinafter, the Company and the Referrer may be referred to individually as a “Party” and collectively as the “Parties”.

1. PARTICIPATION

1.1. Review and Approval: Upon receipt of the application, the Company will review the Referrer’s enrollment within 5 (five) business days at its sole discretion, in accordance with the Referrer Eligibility Criteria outlined in Exhibit A. If the Company chooses to approve the enrollment, it will create an account for the Referrer on its CRM platform, and the Referrer will become a participant in the Program. Should the Company does not approve the Referrer’s enrollment or fail to create the CRM account within the specified period, this Agreement will be automatically deemed null and void without further notice.

1.2. Binding Effect of Approval: Upon approval of the Referrer’s participation in the Program, both Parties acknowledge, declare, and agree that they have entered into this Agreement and are legally bound by its terms.

2. DEFINITIONS

2.1. Brand Elements: Trademarks, service marks, names, logos, marketing collateral, or similar materials provided by the Company for use under this Agreement.

2.2. Confidential Information: All software, documentation, information, data (including Customer Data), code, algorithm, design, invention, business, service, method, innovation, and all administrative, commercial, financial, and technical information disclosed in writing, verbally, or electronically by one Party to the other Party.

2.3. Customer: The person or entity referred by the Referrer, using the Services as an end-user, without reselling, redistributing, sharing, transferring, or using the Services to provide services to others.

2.4. Customer Data: The Customer’s tag management system (Google Tag Manager), Shopify platform, and other data.

2.5. Force Majeure: Extraordinary events and factors beyond the Parties’ reasonable control, including but not limited to wars, acts of terrorism, strikes, civil commotions, embargoes, natural disasters, pandemics, quarantine restrictions, internet failures, or events or factors caused by government agencies, business partners, trading partners, or service providers.

2.6. Services: The Company’s services as described in Exhibit A.

2.7. Service Agreement: The then-current version of the Company’s agreements regarding the provision of the Services.

2.8. Web Store: The Customer’s web store, utilizing the Services.

3. RIGHTS AND RESTRICTIONS

3.1. Rights: Subject to the provisions of this Agreement and during the Term, the Company grants the Referrer a non-transferable, non-sublicensable, and non-exclusive right to refer potential Customers to the Company for the purpose of using the Services on their Web Store under a Service Agreement. The Referrer may provide information about the Services and direct potential Customers to the Company but may not engage in any activities related to the direct sale, resale, redistribution, sharing, or transfer of the Services.

3.2. Restrictions: The Referrer will not a) use the Services to develop similar or competing products or services; b) reverse engineer, decompile, disassemble, or modify the Services; c) attempt to discover the Services’ source code, object code, underlying structure, know-how, or algorithms; d) create derivative works of the Services; e) copy any element of the Services; or f) remove, obscure, or modify any proprietary or other notices in the Services. The Referrer agrees to indemnify the Company for any damage, loss, and expense regarding the preceding violations.

3.3. Identification: During the Term, the Company grants the Referrer the right to use the Company’s Brand Elements solely to identify itself as a Company Referrer in connection with authorized activities. The Referrer will clearly identify the Company as the developer or provider of the Services and will not a) register or acquire domain names containing terms similar to the Services or the Company’s domains; b) challenge or assist in challenging the Company’s trademark rights in the Brand Elements; c) attempt to register trademarks confusingly similar to the Brand Elements; or d) use the Brand Elements except as expressly permitted in this Agreement.

3.4. Non-Exclusive: The rights granted to the Referrer are non-exclusive. Nothing in this Agreement will prohibit the Company from entering into reseller, referral, affiliate, contractor, license, services, or other agreements with any party worldwide, either during or after the Term.

4. DUTIES AND OBLIGATIONS

4.1. Execution of Services: In accordance with the then-current Service Agreement, the Company will a) regularly analyze and process Customer Data; b) set up the Services on the Customer’s Web Store, ensuring real-time operation; c) customize the Services’ types and contents for the Customer; d) provide technical support to the Customer as needed.

4.2. Documentation and Marketing Materials: The Company will supply electronic documentation and marketing materials in English, including but not limited to product sheets, presentations, case studies, and promotional literature, as deemed appropriate. The Referrer will use the most current version of these materials for referring potential Customers and may translate them into local languages at its expense. The Referrer will indemnify the Company against claims related to translated materials caused by the Referrer’s negligence or willful misconduct.

4.3. Referrer Conduct: The Referrer must a) represent the Company and the Services positively and professionally; b) refrain from disparaging the Services or engaging in misleading, deceptive, illegal, or unethical conduct; c) avoid making representations or commitments about the Services inconsistent with the Company’s descriptions.

4.4. Customer Approval: The Referrer must register each potential Customer on the Company’s CRM platform before referring the Services. The Company retains sole discretion to approve or disapprove each potential Customer prior to any referring activities, in accordance with the Customer Eligibility Criteria outlined in Exhibit A.

4.5. Service Agreements and Warranties: The Company must ensure that each Customer enters into the relevant Service Agreement before using the Services. The Referrer may not alter, negotiate, or remove the terms of the Service Agreement or make any warranties or representations on the Company’s behalf.

4.6. Referrer Commission, Invoicing, and Payment: The procedures for the Referrer’s commission, invoicing, and payment are outlined in Exhibit A.

4.7. Costs, Expenses, and Taxes: Each Party will bear and pay their respective costs, expenses, and taxes related to the execution, delivery, and performance of this Agreement.

4.8. Technical Support: The Referrer does not have the right to provide technical support to Customers. Technical support will only be provided by the Company.

4.9. Records and Audit: The Referrer must maintain accurate and complete records of all activities conducted under this Agreement. Upon the Company’s written request, the Referrer will provide evidence of these records to ensure compliance with the Agreement.

4.10. Company Sources: The Company may grant the Referrer access to internal software, systems, email networks, or Customer Data (“Company Sources”) at its discretion. Access and use of the Company Sources are limited to the Referrer’s activities under this Agreement and subject to the Confidential Information obligations in Section 7.

5. INTELLECTUAL PROPERTY RIGHTS

5.1. Intellectual Property Rights and Ownership: Except as expressly outlined in this Agreement, neither Party grants any rights or licenses to the other. The Services, encompassing content, information, and copies, are protected by copyright and intellectual property laws. The Company retains all rights, title, and interest in the Services, underlying software, and all improvements, updates, modifications, and enhancements thereof, including all intellectual property rights, copyrights, trade secrets, trademarks, service marks, goodwill, and confidential and proprietary information. The Referrer will not acquire any ownership rights in these assets.

5.2. Feedback: Should the Referrer provide feedback about the Services (“Feedback”), the Company may use it without restriction. This includes any Feedback originating from a Customer and subsequently submitted to the Company by the Referrer.

6. WARRANTIES AND INDEMNIFICATION

6.1. Warranties: Each Party represents and warrants that a) they have the legal power and authority to enter into and perform this Agreement; b) their execution and performance will not violate any other agreement to which they are a party; and c) they will comply with all applicable laws in connection with their performance under this Agreement.

6.2. Indemnification: Each Party will defend, indemnify, and hold the other Party (including its officers, directors, employees, representatives, resellers, referrals, affiliates, and agents) harmless against third-party claims, losses, liabilities, damages, costs, or expenses, arising from or related to their breach or alleged breach of this Agreement.

7. CONFIDENTIAL INFORMATION

7.1. Obligations: Each Party agrees, declares, and undertakes to a) protect Confidential Information with the same care as their own, ensuring a high degree of confidentiality; b) not disclose Confidential Information to third parties except as permitted in this Agreement; c) use Confidential Information solely to fulfill their obligations under this Agreement; d) disclose Confidential Information only to employees or contractors with a legitimate need to know to carry out the terms of this Agreement; e) comply with all applicable laws, regulations, and rules regarding the protection of personal data, continuing compliance even after the termination of the Agreement.

7.2. Exclusions: These confidentiality obligations do not apply to information that is public or that must be disclosed under applicable laws, regulations, court decisions, or administrative orders.

8. TERM AND TERMINATION

8.1. Term: This Agreement is effective as of the approval date of the Referrer’s participation in the Program and continues for an initial term of 1 (one) year (“Term”). It will automatically renew for successive 1 (one) year periods unless either Party provides notice of non-renewal at least 30 (thirty) days before the current Term ends.

8.2. Termination: Either Party may terminate this Agreement for any reason or no reason upon 30 (thirty) days prior written notice. Additionally, either Party may terminate if the other fails to cure a material breach within 15 (fifteen) days after receiving notice of such breach.

8.3. Consequences of Termination: Upon expiration or termination, the Referrer must cease all referring activities related to the Services and discontinue the use of Brand Elements. Both Parties must also return or destroy all Confidential Information of the other Party, retaining copies only as required by law or for archiving according to record retention policies.

8.4. Survival: Following termination, any Service Agreements granted before termination will survive under the terms of the applicable Service Agreement, with no extensions or renewals without the Company’s prior written consent. Additionally, sections 2. Definitions; 3.2. Restrictions; 3.3. Identification; 3.4. Non-Exclusive; 4.2. Documentation and Marketing Materials; 4.3. Referrer Conduct; 4.7. Costs, Expenses, and Taxes; 4.9. Records and Audit; 4.10. Company Sources; 5. Intellectual Property Rights; 6. Warranties and Indemnification; 7. Confidential Information; 8.3. Consequences of Termination; 8.4. Survival; 9. General Provisions; Exhibit A; and all other essential parts of the Agreement will continue to remain in effect.

9. GENERAL PROVISIONS

9.1. Independent Contractors: The Parties are independent contractors. This Agreement does not constitute either Party as a partner of the other or create any other form of legal association that would give either Party the express or implied right, power, or authority to create any duty or obligation on behalf of the other Party.

9.2. Entire Agreement: This Agreement constitutes the entire, complete, and exclusive agreement between the Parties, superseding all prior written or oral agreements, contracts, and communications concerning the subject matter hereof.

9.3. Amendment: No modification or amendment to this Agreement, in whole or part, will be effective without the written consent of both Parties.

9.4. Assignment: Neither Party may assign, transfer, or license this Agreement to third parties without the other Party’s written consent.

9.5. Severability: If any provision of this Agreement is held to be void, invalid, illegal, or unenforceable, it will be severed from the Agreement. The remaining provisions will continue in full force and effect. The Parties will negotiate in good faith to substitute a valid, legal, and enforceable provision for the invalid, illegal, or unenforceable provision.

9.6. Delays or Omissions: No delay or omission in exercising any right upon a breach of this Agreement by the other Party will impair such right, nor will it be construed as a waiver of the breach.

9.7. Force Majeure: Neither Party will be liable for any delay or failure in performing their rights and obligations, directly or indirectly caused by Force Majeure, for the duration of such Force Majeure.

9.8. Notifications: All notifications under this Agreement must be in writing and will be considered sufficiently made if a) personally delivered against signature; b) sent to the Parties’ registered addresses by overnight courier with tracking capability or by certified mail; or c) sent by email with return receipt.

9.9. Governing Law and Dispute Resolution: This Agreement will be governed by the laws of the State of Delaware, without regard to conflict of law provisions. Any dispute arising from this Agreement will be resolved through binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration will take place in Dover, Delaware, United States of America. 

EXHIBIT A

This Exhibit A constitutes an integral and inseparable part of the Wordego Referral Program Agreement (“Agreement”) entered into by and between Wordego Inc. (“Company”) and the entity or individual (“Referrer”) participating in the Wordego Referral Program (“Program”), referred to individually as a “Party” and collectively as the “Parties”.

During the Term of the Agreement, the Parties may modify or amend this Exhibit A in whole or in part, with mutual written consent. Such modification or amendment will not affect the validity of any Agreement provisions, nor its Term.

10. COMPANY SERVICES

10.1. Wordego Web App: Wordego Web App is the Company’s proprietary artificial intelligence-driven ecommerce visitor analytics platform, providing ecommerce businesses in-depth insights into visitor value. Utilizing advanced artificial intelligence, the Wordego Web App processes Customer Data to segment visitors in real-time into categories like Gold, Silver, Bronze, and Copper, enabling ecommerce businesses to tailor their marketing and advertising strategies based on this data with precision. The Wordego Web App seamlessly integrates with the Customer’s Web Store via their tag management system. By offering detailed visitor segmentation, Wordego Web App empowers ecommerce businesses to optimize their marketing efforts, leading to improved marketing and advertising-based revenue and reduced advertising costs.

10.2. Wordego Shopify App: Wordego Shopify App is the Company’s proprietary artificial intelligence-driven ecommerce visitor analytics platform, specifically designed for Shopify-hosted ecommerce businesses. It seamlessly integrates with Customer Web Stores via Shopify APIs and analyzes Customer Data using artificial intelligence technology to segment visitors in real-time such as Gold, Silver, Bronze, and Copper, enabling ecommerce businesses to precisely tailor their marketing and advertising strategies. This strategic approach provides online stores to optimize their marketing operations, leading to enhanced marketing and advertising-based ecommerce revenue and reduced advertising costs. Like its counterpart, Wordego Web App, Wordego Shopify App requires no alterations to existing Web Stores and functions harmoniously within the Shopify ecosystem.

11. REFERRER ELIGIBILITY CRITERIA

11.1. Expertise: The Referrer must possess expertise in the areas of ecommerce, advertising, marketing, or social media. 

11.2. Network: The Referrer must have an extensive network of connections within the ecommerce industry, including but not limited to business leaders, influencers, and decision-makers.

12. CUSTOMER ELIGIBILITY CRITERIA

12.1. Customer Exclusivity: The Customer must neither be an existing Customer of the Company nor be included in the Company’s reseller, referral, or affiliate partner portfolios.

12.2. Business Conduct: The Web Store must be a legal and reputable online retail store, and it must not engage in the sale of any items that are illegal, unethical, harmful, or pornographic.

12.3. Operational Requirements: The Web Store must have been operational for at least 6 (six) months. Additionally, for Wordego Web App, the Web Store must receive a monthly traffic of at least 100,000 (one hundred thousand) visitors, and for Wordego Shopify App, the Web Store must generate at least 10,000 (ten thousand) United States Dollars (or equivalent) in sales revenue per month.

13. REFERRER COMMISSION, INVOICING, AND PAYMENT

13.1. Referrer Commission: The Referrer commission will be calculated as 20% (twenty percent), including sales tax (if applicable), of the Company's total earnings generated through the use of the Services on the Customer Web Store. For Wordego Web App, this revenue will be measured and confirmed through direct invoices made to the Customer. For Wordego Shopify App, the revenue will be based on net earnings from the Customer (after deducting Shopify fees) and will be calculated and confirmed through Shopify reporting. The total sales revenue for each Customer will be transparently reported on the Company’s CRM platform on a monthly basis.

13.2. Referrer Invoicing and Payment Term: The Referrer will invoice the Company monthly on the last day of each month in United States Dollars. The Company will make all payments to the Referrer in United States Dollars, via PayPal or bank transaction, within 15 (fifteen) days following the end of each month. A minimum balance of 100 (one hundred) United States Dollars is required for payouts. Any balance below this amount will be carried over to the next payment period.