THIS KWIK BRAND REFERRAL FEE APPLICATION AND AGREEMENT (“Agreement”) is entered into on _________, 2023 (“Effective date”) between _______________________ _____________________, with a mailing address of ________________ (“Referrer”) and KwikClick, Inc., with a mailing address of 585 W. 500 S. Suite 130, Bountiful, Utah. 84010 (“Kwik”).
Specific Brand Name:__________________________________________________
Execution Date:_____________________ Execution Time:_________________
1. Purpose. The purpose of this Agreement is to establish the terms and conditions under which Referrer intents to refer a specific Brand to the Kwik platform using Kwik’s affiliate program. Kwik will compensate Referrer for such referrals once the Brand has begun use of the Kwik affiliate program.
2. Referral Services. Referrer agrees to refer potential clients to Kwik who may be interested in the products or services offered by Kwik. Referrer may refer potential clients to Kwik through any legal means deemed appropriate, including but not limited to personal referrals, telephone contacts, email contacts, and mailings.
Referrer agrees to help in the installation, setup and education of the Kwik platform for the Brand that has been introduced where necessary.
3. Compensation. Kwik agrees to pay Referrer a referral fee that is subject to the terms of this “Kwik Brand Referral Agreement” for each successful referral made by Referrer that results in a sale of a product or service by Kwik to the referred Brand.
a. The referral fee will be paid at the time Incentive Budgets become available and received by Kwik from the referred Brand.
b. Compensation for the specific Brand shall last for a period of 5 years from the initial deployment of Kwik’s affiliate program for the Brand, or until the Brand discontinues participation on the Kwik platform, if less than 5 years.
c. The Referrer must have a valid User Account and abide by the User Policies and Procedures.
d. The referral fee is paid as follows:
i. The Incentive Budget offered from the published retail selling price is not less than 20%.
ii. Kwik is both entitled to and paid the Incentive Budget from the Brand who received the sale.
iii. The referral fee will be one half of one percent (0.5% or 50 basis points) of the retail selling price as long as the Incentive Budget, less 20%, provides sufficiently for the referral fee.
iv. Any conditions, if any, which alter the terms in this Agreement, must have an attached Addendum “A” signed and dated by both Parties.
Termination. This Agreement shall commence on the date of execution and may only be terminated for cause such as breach, misrepresentation or fraud by either party given a thirty (30) day written notice.
4. Confidentiality. Referrer acknowledges that during the term of this Agreement, Referrer may have access to confidential information belonging to Kwik, including but not limited to client lists, sales methods, and pricing information. Referrer agrees to hold all such confidential information in trust and confidence and not to disclose any such information to any third party without the prior written consent of Kwik.
5. Acknowledgements.
a. Conflicts. The Referrer acknowledges that the Brand may have more than one Referrer applying for the Referral Fee. In situations where there are simultaneous applications for the Referral Fee or the Brand has already established a qualified Referrer, or any other potential conflict with the Brand/Referrer relationship, the Referrer understands Kwik maintains sole discretion to resolve such conflicts using best efforts to protect the rights of all parties. Kwik will consider the date and time of this and other applications, whether the referred Brand has already installed the Kwik software, whether the Brand may have previously identified another Referrer for their introduction to the Kwik software, or other pertinent information.
b. Related Party. The Referrer certifies that being a Referrer and receiving the Referral Fee in connection with the Brand’s sales does not violate a related party or any other restriction for doing so in the Referrer’s relationship with the Brand. In the event there is a conflict of such nature, the Referrer indemnifies and holds harmless Kwik, its executives, employees and affiliates or assigns in connection with this conflict or any action taken by the Brand against Referrer.
c. Updates. Referrer acknowledges that this Agreement governs the contemporary understanding between the Brand, the Referrer and Kwik in connection with their participation on the Kwik software platform. The software platform is maintained and updated regularly in order to improve functionality, design, user interfaces, and other features, including functionality required by certain regulatory agencies, taxing authorities and other competitive influences. Accordingly, the Referrer acknowledges this Agreement may require modification or be updated as the Kwik software platform evolves.
6. Expiration. This Agreement for the Brand identified above, shall expire at 12 Midnight MST after the period established in Section 3.b. above is complete, or the sooner of;
a. immediately after it is determined that the referred Brand will not be installing the Kwik platform for affiliate use in the year.
b. The brand has not installed the Kwik platform for use within 180 days from the Execution date of this Agreement.
c. As amended in Addendum A.
A new Agreement shall be executed in the event a new date is determined for the Brand to utilize the Kwik platform as agreed by both parties.
7. Indemnification. Referrer agrees to indemnify and hold harmless Kwik, its affiliates, and their respective officers, directors, employees, and agents from any and all claims, damages, expenses, or liability arising from or relating to the terms and conditions provided in this Agreement and any breach of this Agreement by Referrer.
8. Limitation of Liability: Kwik will not be liable for any indirect, incidental, special, or consequential damages arising from or in connection with this agreement.
9. Limitation of Loss: Under no circumstances shall Kwik be liable for any amounts other than the Referral Fee that was earned under this Agreement.
10. Assignment. This Agreement may not be assigned by either party without the prior written consent of the other party.
11. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of Utah.
12. Entire Agreement. This Agreement constitutes the entire Agreement between the parties and supersedes all prior negotiations, understandings, and Agreements between the parties relating to the subject matter hereof.
13. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
14. Severability. If any provision of this Agreement is held to be illegal or unenforceable, such provision shall be severed and the remaining provisions shall remain in full force and effect.
15. Prevailing Agreement. Any conflicts to this Agreement and any other Agreements referenced in this Agreement, the reference Agreement shall prevail.
16. Fraud. If either party to this Agreement is found to have engaged in fraud or misrepresentation with respect to any material fact related to this Agreement, the innocent party shall have the right to pursue all available legal remedies. For the purposes of this clause, "fraud" shall mean the intentional misrepresentation or concealment of material information with the intent to induce the other party to enter into this Agreement.
17. Force Majeure. No Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make previously owed payments to the other Party hereunder) when and to the extent such failure or delay is caused by or results from acts beyond the impacted Party’s (“Impacted Party”) reasonable control, including, without limitation, the following force majeure events that frustrate the purpose of this Agreement: (a) acts of God; (b) flood, fire, earthquake or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order or law; (e) actions, embargoes or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority; (g) national or regional emergency; (h) strikes, labor stoppages or slowdowns or other industrial disturbances; (i) epidemic, pandemic or similar influenza or bacterial infection (which is defined by the United States Center for Disease Control as virulent human influenza or infection that may cause global outbreak, or pandemic, or serious illness); (j) emergency state; (k) shortage of adequate medical supplies and equipment; (l) shortage of power or transportation facilities; and (m) other similar events beyond the reasonable control of the Impacted Party.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.
_____________________________________
Printed Name of Referrer
_____________________________________
Referrer Signature
______________________________________
KWIK Representative
_______________________________________
Authorized Kwik Signature
ADDENDUM A
[Insert Addendum information here]
IN WITNESS WHEREOF, the undersigned have executed this Addendum as of
_____________________(Date)
_____________________________________
Printed Name of Referrer
_____________________________________
Referrer Signature
______________________________________
Kwik CEO or CFO only
______________________________________
Authorized Kwik Signature