CLIENT REFERRAL PROGRAM AGREEMENT – BRAD FASHIONS & DESIGNING PRIVATE LIMITED

Terms and Conditions

  1. Client Referral Program. Upon execution of this Agreement, Brad Media/Brad Photography/Brad Advertising will contact Referral Partner to complete the Referral Program application process. Brad Media/Brad Photography/Brad Advertising assumes no compensation or other obligations under this Agreement until Brad Media/Brad Photography/Brad Advertising provides such confirmation via email. Brad Media/Brad Photography/Brad Advertising will send another email to Referral Partner containing an identification number unique to Referral Partner (“Referral Partner ID”).
  2. Referred Client.
    1. A “Referral” occurs if all of the following conditions are met:
      1. Brad Media/Brad Photography/Brad Advertising enters into a definitive agreement (“Client Engagement Agreement”) to provide the Brad Media/Brad Photography/Brad Advertising Offerings to a referred customer not otherwise excluded under subsection b. below (“Referred Customer”);
      2. Referral Partner registered the opportunity using Brad Media/Brad Photography/Brad Advertising ’s customary process prior to completion of the Customer Agreement;
    2. Exclusions. A Referred Customer shall not include any party: (a) whose contact information is already within Brad Media/Brad Photography/Brad Advertising ’s customer database(s) and has been in an active sales process with Brad Media/Brad Photography/Brad Advertising within last 180 days, (b) with whom Brad Media/Brad Photography/Brad Advertising does not enter into a Customer Agreement within (360) days of Brad Media/Brad Photography/Brad Advertising ’s receipt of a Referral Partner ID associated with the customer, for any reason, (c) for which Referral Partner is receiving compensation from Brad Media/Brad Photography/Brad Advertising through any other Brad Media/Brad Photography/Brad Advertising referral or partner program. Brad Media/Brad Photography/Brad Advertising, in its sole and absolute discretion, determines whether and when a Referral has occurred.
  3. Referral Fees; Gift Voucher
    1. Brad Media/Brad Photography/Brad Advertising may in its sole discretion elect to pay Referral Partner a one-time #GIFT VOUCHER lead development fee for qualified referral opportunities that appear in Brad Media/Brad Photography/Brad Advertising’s internal sales system as accepted by the Brad Media/Brad Photography/Brad Advertising sales representative and for which a product demonstration has been given by Brad Media/Brad Photography/Brad Advertising. Should Brad Media/Brad Photography/Brad Advertising choose to pay the Lead Development Fee, it will do so on the calendar month following the completion of the scheduled demonstration. For clarity, the Lead Development Fee, if approved by Brad Media/Brad Photography/Brad Advertising, does payable for opportunities not yet constitute a Referral, independently of whether the same become Referrals as defined above?
    2. Payments to Referral Partner for accepted Referrals will be tallied and processed at the end of each month and paid no later than thirty (30) days after the end of the applicable month in which the Brad Media/Brad Photography/Brad Advertising Offerings to which the Referral relates has gone live. Referral Fees are not payable if the Referred Customer cancels or terminates the Customer Agreement or the subscription for the Brad Media/Brad Photography/Brad Advertising Offering at any time, for any reason, or fails to make payment. All Referral Fees shall be payable in GIFT VOUCHER. Referral Partner shall supply Brad Media/Brad Photography/Brad Advertising with current and complete information to enable Brad Media/Brad Photography/Brad Advertising to set up and authorize payment to Referral Partner through Brad Media/Brad Photography/Brad Advertising’s systems of record, and to otherwise comply with applicable tax or legal reporting requirements arising in connection with this Agreement.
  4. Limitations. Referral Partner acknowledges and agrees that Referral Partner’s level of Referral Fee earnings under this Agreement are a direct result of Referral Partner’s own efforts and that Brad Media/Brad Photography/Brad Advertising does not guarantee Referral Partner will earn any Referral Fees. Referral Partner agrees and acknowledges that, other than the Referral Fees, no payment of any kind is due from Brad Media/Brad Photography/Brad Advertising to Referral Partner as a result of Referral Partner making Referrals under this Agreement. Referral Partner shall not charge any Referred Customer any fees, costs or charges of any kind on behalf of Brad Media/Brad Photography/Brad Advertising nor accept any payment of any kind on behalf of Brad Media/Brad Photography/Brad Advertising. Nothing in this Agreement is intended to prohibit Referral Partner from providing services on Referral Partner’s own behalf to any Referred Customer.
  5. Independent Contractor Relationship. Nothing in this Agreement shall operate to create an employment relationship of any kind between Referral Partner and Brad Media/Brad Photography/Brad Advertising. If any court or agency construes this Agreement to have created an employment relationship between Referral Partner and Brad Media/Brad Photography/Brad Advertising, then this Agreement shall have no force and effect, and shall be null and void, beginning on the date on which such employment relationship is deemed to have taken effect. Referral Partner represents and warrants that it is not currently an employee of Brad Media/Brad Photography/Brad Advertising and that if Referral Partner becomes an employee of Brad Media/Brad Photography/Brad Advertising after the Effective Date, this Agreement shall immediately terminate without the need for any notice upon the date such employment begins. Further, Referral Partner shall under no circumstances offer any form of direct compensation to a Brad Media/Brad Photography/Brad Advertising employee related to the activities contemplated by this Agreement, including by issuing payment of any portion of a Referral Fee to such Brad Media/Brad Photography/Brad Advertising employee.
  6. Referral Partner Covenants. Referral Partner represents and warrants that (i) it is not an agent of Brad Media/Brad Photography/Brad Advertising , has no authority to make any representations, warranties or other commitments to any third party on behalf of Brad Media/Brad Photography/Brad Advertising , nor any right or authority to bind Brad Media/Brad Photography/Brad Advertising to any action or agreement; (ii) it shall not make any misrepresentations, including by omission, regarding Brad Media/Brad Photography/Brad Advertising , the Brad Media/Brad Photography/Brad Advertising Offerings, or any other products or services Brad Media/Brad Photography/Brad Advertising provides, in any manner whatsoever; and (iii) it is not a member of the immediate family of any Brad Media/Brad Photography/Brad Advertising employee within Brad Media/Brad Photography/Brad Advertising ’s sales department, where “immediate family” includes parents, spouses, children, siblings, grandparents and grandchildren.
  7. Term and Termination. The Effective Date of this Agreement is the date on which Brad Media/Brad Photography/Brad Advertising sends the Referral Partner ID to Referral Partner, and this Agreement shall thereafter continue in effect until terminated (“Term”). This Agreement may be terminated by either party upon (5) day’s written notice to the other party for any reason or no reason. In addition, this Agreement will terminate immediately and automatically (I) upon any default by Referral Partner under this Agreement; or (ii) as set forth in Section 5 above. Brad Media/Brad Photography/Brad Advertising’s obligation to pay Referral Fees shall immediately cease on termination of this Agreement. The following provisions shall survive the termination of this Agreement: 5, 7 and 8.
  8. General.
    1. Assignment. This Agreement is personal to Referral Partner and any assignment made by Referral Partner of any rights or obligations hereunder shall be null and void. Brad Media/Brad Photography/Brad Advertising shall have the unrestricted right to assign this Agreement, or any rights and obligations hereunder, without consent or notice to Referral Partner.
    2. Indemnification. Referral Partner will defend any action brought against Brad Media/Brad Photography/Brad Advertising by a third party to the extent that it is based upon a claim resulting from (I) material and unauthorized misrepresentations about the Brad Media/Brad Photography/Brad Advertising Offering made by Referral Partner in performing its referral activities under this Agreement, (ii) Referral Partner’s unauthorized use or disclosure to Brad Media/Brad Photography/Brad Advertising of confidential or personally-identifiable information contained in a Referral, or (iii) Referral Partner’s independent violation of laws applicable to Referral Partner’s performance of activities hereunder, where such violation is not caused by Brad Media/Brad Photography/Brad Advertising . Referral Partner will indemnify Brad Media/Brad Photography/Brad Advertising against any final award of damages or settlement amount resulting from any such action. The foregoing obligations to defend and indemnify Brad Media/Brad Photography/Brad Advertising are subject to and conditioned upon (I) Brad Media/Brad Photography/Brad Advertising promptly notifying Referral Partner in writing of any claim as soon as Brad Media/Brad Photography/Brad Advertising becomes aware of any such claim, (ii) Brad Media/Brad Photography/Brad Advertising granting Referral Partner the sole control of the defense of any such claim and all related settlement negotiations, and (iii) Brad Media/Brad Photography/Brad Advertising cooperating with Referral Partner in such defense and settlement. This Section 8.2 states the entire liability of Referral Partner and Brad Media/Brad Photography/Brad Advertising’s sole and exclusive remedy in connection with the above indemnifiable third party claims, but is without prejudice to any direct causes of action otherwise arising under this Agreement.
    3. LIMITATION OF LIABILITY. IN NO EVENT SHALL BRAD MEDIA/BRAD PHOTOGRAPHY/BRAD ADVERTISING BE LIABLE TO REFERRAL PARTNER (NOR TO ANY PERSON OR ENTITY CLAIMING RIGHTS DERIVED FROM REFERRAL PARTNER’S RIGHTS) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING COST OF COVER, LOST REVENUES OR PROFITS OR LOSS OF BUSINESS OR DATA, REGARDLESS OF WHETHER BRAD MEDIA/BRAD PHOTOGRAPHY/BRAD ADVERTISING WAS ADVISED, SHAD OTHER REASON TO KNOW, OR KNEW OF THE POSSIBILITY OF SUCH DAMAGES. BRAD MEDIA/BRAD PHOTOGRAPHY/BRAD ADVERTISING ’S LIABILITY TO REFERRAL PARTNER FOR DAMAGES FOR ANY CAUSE WHATSOEVER, REGARDLESS OF WHETHER THE CAUSE OF ACTION ARISES IN CONTRACT, TORT, OR OTHERWISE, SHALL BE LIMITED TO THE AMOUNT WHICH BRAD MEDIA/BRAD PHOTOGRAPHY/BRAD ADVERTISING HAS PAID TO REFERRAL PARTNER IN THE ONE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE CLAIM OCCURRED. THIS LIMITATION OF LIABILITY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.
    4. Governing Law; Venue; Notice of Disputes. This Agreement is governed by the laws of the West Bengal, excluding conflict of laws principles. The exclusive venue for any dispute between Brad Media/Brad Photography/Brad Advertising and Referral Partner shall be West Bengal and Referral Partner hereby waives any jurisdictional, venue or inconvenient forum objections thereto. BRAD MEDIA/BRAD PHOTOGRAPHY/BRAD ADVERTISING AND REFERRAL PARTNER EXPRESSLY WAIVE ANY RIGHT TO A JURY TRIAL. Prior to initiating any legal action, the initiating party shall give the other party 60 days written notice of its intent to file an action. Brad Media/Brad Photography/Brad Advertising will provide notice by e-mail to Referral Partner’s e-mail address on file with Brad Media/Brad Photography/Brad Advertising, and Referral Partner will provide notice by e-mail to info@bradindia.com during the notice period, the parties will meet, confer, and endeavor by good faith negotiation to amicably settle any disputes. If the parties are unable to amicably settle prior to expiration of the notice period, any controversy, claim, or dispute shall thereafter finally be settled in a court of competent jurisdiction.
    5. Modifications This Agreement may be amended only: (I) by Brad Media/Brad Photography/Brad Advertising generally posting revised terms and conditions on the URL containing these terms, or e-mailing Referral Partner notification that a change has occurred or will occur, and the effective date thereof; or (ii) in a writing signed by both parties.
    6. Entire Agreement. This Agreement constitutes the complete and entire expression of the agreement between the parties, and supersedes any and all other representations, warranties and agreements, whether written or oral, with respect to the subject matter hereof. Referral Partner expressly agrees that any varying or additional terms contained in any purchase order or any other written notification or document issued by Referral Partner shall be of no effect and may be accepted by Brad Media/Brad Photography/Brad Advertising for administrative convenience only.
    7. Severability; Headings. These terms shall be severable and construed to the extent of their enforceability in light of the parties’ mutual intent. Section headings are provided for reference purposes only and in no way define, limit, construe or describe the scope or extent of any section.
    8. No Third Party Beneficiaries. Referral Partner and Brad Media/Brad Photography/Brad Advertising agreed and intend that there are no third party beneficiaries to this Agreement.
    9. Authority of Signatory. If this Agreement is signed by an agent or representative of a Party, such agent or representative individually warrants and represents that he or she is authorized to execute this Agreement on behalf of, and bind, such Party.