cth worldwide llc
a california registered limited liability company
partner program contract
This Partner Program Contract (this “Contract”) is made effective as of November 14, 2016,
by and between CTH Worldwide DBA Kobe Digital (hereinafter referred as “Kobe Digital“) 7083 Hollywood Blvd. Los Angeles, CA 90028 and the partner company (the “Company“).
In this Contract, the party who is contracting to receive the services shall be referred to as “Kobe Digital”, and the party who will be providing the
referral services shall be referred to as “Company”.
Beginning upon submission of the “partnership application”, the Company will provide the following service (collectively, the “Services”): Referral of clients to Kobe Digital. The Company here forth accepts and agrees to all of the following terms:
- 1.1 For the term of this Contract, The Company shall have the non-exclusive right to introduce prospective clients to Kobe Digital who are not already known to the Kobe Digital.
- 1.2 A Referral for the purposes of this Agreement means the direct recommendation of Kobe Digital and our Services to a Referred Customer by the Company, subject to the terms of this Agreement.
- 1.3 The Company are appointed and permitted by Kobe Digital to communicate with third parties and offer Referrals by direct introduction or recommendation to third parties through any medium on a one-to-one basis. Recommendation made by mass mailings or similar forms of communications are not Referrals and will not be eligible for residual income.
- 1.4 A successful Referral of a Referred Customer (“Successful Referral”) is one which satisfies all of the following criteria:
- 1.4.1 The Company provide us with details of the Referred Customer as Kobe Digital requests for each Referral you make. In order to be eligible for any Commission, the Referred Customer details must be supplied prior to the Referred Customer ordering a Consultancy Service or being contacted by Kobe Digital. the Company also acknowledge that It is the Company’s responsibility to ensure that Kobe Digital actually receives this information – Kobe Digital will not be held liable for any errors affecting receipt of the information, whether any errors or other contributing factors are within Kobe Digital’s reasonable control or not;
- 1.4.2 The Referred Customer must provide Kobe Digital with accurate and current billing and contact information, to Kobe Digital’s request;
- 1.4.3 Kobe Digital may, in its sole discretion, refuse any Referred Customer that the Company refer. Additionally, all orders for Services placed by Referred Customers are subject to credit checks, availability, and Kobe Digital’s applicable terms and conditions.
This Agreement contemplates an introduction only. The Company’s fee shall be calculated as:
- 10% residual income
From the client’s bill as a direct result of an introduction. Net value shall exclude value added tax, postage and packaging, insurance, refunds and payments not honored by a financial institution. Upon determination of the Company fees due, the Company shall issue an invoice to the Buyer and payment shall be due net thirty (30) days from the date of the invoice.
The Company shall not be entitled to additional fees for: (i) any client that is currently receiving or being implemented to receive services from Kobe Digital, as of the date of this Agreement, (ii) In no event shall any referred client qualify for a referral fee hereunder if the sale of the Services occurs more than two (2) years after the delivery of such referral Services. No referral fees shall be due the Company with respect to sales of additional services to clients that were already clients of Kobe Digital. Upon termination of this Contract, Kobe Digital will be required to make all outstanding commission or compensation to the Company payable up to the termination of the Contract.
All payments must be made by check, bank transfer, or PayPal payment.
RELATIONSHIP OF PARTIES
It is understood by the parties that Company is an independent Company with respect to Kobe Digital, and not an employee of Kobe Digital. Kobe Digital will not provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefit, for the benefit of the Company.
CONFIDENTIALITY & NON-CIRCUMVENTION
4.1?CONFIDENTIAL.?Company may have had access to proprietary, private and/or otherwise confidential information (“Confidential Information”) of Kobe Digital that is required to perform services desired of Kobe Digital. Confidential Information shall mean all non-public information which constitutes, relates or refers to the operation of the business of Kobe Digital, including without limitation, all financial, programming, advertising, “e-commerce”, internet, financial policies operational, personnel, sales and marketing of Kobe Digital, and any and all trade secrets, customer lists or leads, or pricing information of Kobe Digital. Company will not at any time or in any manner, either directly or indirectly, use for the personal benefit of the Company, or divulge, disclose, or communicate in any manner any Confidential Information. Company will protect such information and treat the Confidential Information as strictly confidential. This provision shall continue to be effective after the termination of this Contract. Upon termination of this Contract, Company will return to Kobe Digital all Confidential Information, whether physical or electronic, and other items that were used, created, or controlled by the Company during the term of this Contract.
4.2?UNAUTHORIZED DISCLOSURE OF CONFIDENTIAL INFORMATION – INJUNCTION.?If it appears that the Company has disclosed (or has threatened to disclose) confidential information in violation of this Contract, Kobe Digital shall be entitled to obtain an injunction to restrain the Company from disclosing the confidential information in whole or in part. Kobe Digital shall not be prohibited by this provision from pursuing other remedies, including a claim for losses and damages.
Company acknowledges the Company’s obligation to obtain appropriate insurance coverage for the benefit of the Company (and Company’s employees, if any). Company waives any rights to recovery from Kobe Digital for any injuries that the Company (and/or Company’s employees) may sustain while performing services under this Contract and that are a result of the negligence of the Company or the Company’s employees.
6.1.?NO CONFLICTS.?Company hereby represents and warrants to Kobe Digital that its execution and performance of this Contract does not and will not breach any other Contract and does not require the consent of any other person or entity.
6.2.?INDEMNIFICATION.?The Company agrees to indemnify and hold harmless Kobe Digital from all claims, losses, expenses, fees including attorney fees, costs, and judgments that may be asserted against Kobe Digital that result from the acts or omissions of the Company, the Company’s employees, if any, and the Company’s agents. This Contract will be terminate upon Kobe Digital’s discretion with notice required to the Company. This Contract will be subject Kobe Digital discretion based on the performances of the Company on whether to terminate this Contract with notice and should not be held for any loss for the Company.
6.3.?ENTIRE AGREEMENT.?This Contract constitutes the ENTIRE AGREEMENT between the parties. All terms and conditions contained in any other writings previously executed by the parties regarding the matters contemplated herein shall be deemed to be merged herein and superseded hereby. No modification of this Contract shall be deemed effective unless in writing and signed by the parties hereto.
6.4.?WAIVER OF BREACH.?The waiver by Kobe Digital of a breach of any provision of this Contract by Company shall not operate or be construed as a waiver of any subsequent breach by Company.
6.5.?SEVERABILITY.?If any provision of this Contract shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Contract is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
6.6.?APPLICABLE LAW.?This Contract shall be governed by the laws of the state of California; and court proceedings should only convene in Los Angeles Superior Court.
6.7.?SIGNATORIES.?This Contract shall be considered signed by the Company upon submission of the partnership application. This Contract is effective immediately upon submission of the partnership application.