SaleSqueze referral program
terms and conditions

Introduction

To participate in the Program, Referral Partner must have agreed to be bound by these Terms and conditions. As part of the Referral Partner’s participation in the SaleSqueze Referral Partner Program (the “Program“), the Referral Partner agrees and consents to the Terms and Conditions, the Guidelines (defined herein), and any other requests and rules implemented by SaleSqueze from time to time for the Program, in its reasonable discretion. Referral Partner further acknowledges and agrees to the SaleSqueze Terms and Conditions (“SaleSqueze Terms“) and Privacy Policy (‘’Privacy Policy“), as applicable to Referral Partner’s activities in connection with this Terms and Conditions and SaleSqueze’s provision of the Software (defined herein) to Customers (defined herein).

TERMS AND CONDITIONS – REFERRAL PROGRAM

SaleSqueze is the owner and operator of a proprietary software application called SaleSqueze Visual CPQ for Manufacturers that helps manufacturers sell complex products online with a self-service build & price experience for buyers, agents, dealers, and distributors, and Referral Partner desires to promote, market and advertise the SaleSqueze software to potential Referral Customers through direct sales and other marketing and sales activities, in accordance with the Program as further described in this Terms and Conditions.

NOW, THEREFORE, in consideration of the foregoing premises and covenants contained herein, the Parties hereby agree as follows:

1. Definitions

In addition to the capitalized terms defined elsewhere in this Terms and conditions (including its Exhibits), the following terms shall have the meanings set forth below:

“SaleSqueze” means the company SaleSqueze, d.o.o., registered in Slovenia, with registration number  8987963000 and VAT ID: SI 48802565. 

“Referral partner” means a company, officially registered with its own registration number, that desires to promote, market, and advertise the SaleSqueze software to potential Referral Customers through its website(s), direct sales, and other marketing and sales activities, in accordance with the Program as further described in this Terms and Conditions.

“Parties” means both SaleSqueze and Referral partner. 

“Software” means the SaleSqueze platform – Visual CPQ for manufacturers known as “SaleSqueze” and medium made available by SaleSqueze, including, without limitation, via a web app. The term “Software” shall also include any updates, upgrades, bug fixes, or new versions of the Software made generally available by SaleSqueze from time to time. 

“Referral Customer” means a business customer of the Software pursuant to a SaleSqueze Subscription Agreement referred by Referral Partner and facilitated and contracted by SaleSqueze.“SaleSqueze Subscription agreement” means SaleSqueze’s standard agreement for use of the Software, entered into between SaleSqueze and Referral Customer.

2. Appointment and License

2.1. Appointment. Subject to these Terms and Conditions, SaleSqueze hereby appoints the Referral Partner as a non-exclusive Referral Partner of the Software and the Referral Partner accepts such appointment.

2.2. License. Subject to these Terms and Conditions, SaleSqueze hereby grants to Referral Partner solely during the Term, a revocable, non-exclusive, non-transferable, non-sublicensable limited license to:
(i) promote and market the Software to potential Referral Customers; and
(ii) use SaleSqueze’s company name, slogans, trademarks, service marks and logos associated with the Software, which SaleSqueze may modify from time to time, in the form and medium provided by SaleSqueze from time to time and listed on www.SaleSqueze.com  solely for the purpose of providing referral services to potential Referral Customers.

2.3. Restrictions. Referral Partner may not use the Software or SaleSqueze Brand Features except as expressly set forth in the licenses provided in Section 2.2. Except as provided herein, Referral Partner may not, in any manner: 

(i) modify or create derivative works of or any improvement to the Software or the SaleSqueze Brand Features;
(if) distribute, sell, transfer, encumber, sublicense, rent, loan, lend, or lease the Software or any component thereof to any third party;
(ili) reverse engineer, decompile, disassemble, or otherwise attempt to discover or directly access the source code of the Software or any component thereof;
(iv) circumvent any user limits or other timing, use, or functionality restrictions built into the Software;
(v) remove any proprietary notices, labels, or marks from the Software; or
(vi) access the Software in order to:
(a) build a competitive product or service, or
(b) copy any ideas, features, functions, or graphics of the Software. 

Any information supplied by SaleSqueze or obtained by Referral Partner, as permitted hereunder, may only be used by Referral Partner for the purpose described herein and may not be disclosed to any third party or used to create any product that is substantially similar to the functionality of the Software.

2.4. Reservation of Rights. SaleSqueze retains the sole and absolute right to change from time to time the nature, form, scope, and pricing of the Software and the terms and conditions under which it provides the Software. Any change with respect to the Software may be made in SaleSqueze’s sole discretion, effective as specified by SaleSqueze without liability to the Referral Partner. SaleSqueze hereby expressly reserves unto itself all rights not granted in these Terms and Conditions. Nothing in these Terms and Conditions shall be construed to prevent SaleSqueze from using or from granting any rights to third parties to use any part of the Software or SaleSqueze brand features in any manner whatsoever throughout the world. For clarity, SaleSqueze shall have the continuing right to promote, market, and license the Software and any other products or services to any third parties, including but not limited to current, future, and potential Referral Customers. Except as expressly set forth in this Section 2, SaleSqueze reserves all rights and grants Referral Partner no licenses of any kind, whether by implication, estoppel, or otherwise.

2.5. Quality Control. SaleSqueze or its authorized representative shall have the right at any time upon reasonable notice to Referral Partner to conduct examinations of the advertising, promotion, and marketing of the Software, and/or the use of any SaleSqueze Brand Features at Referral Partner’s business offices during Referral Partner’s regular business hours to ensure that the Software and SaleSqueze Brand Features conform with the standards of quality and display required by SaleSqueze. If at any time SaleSqueze determines, in its sole opinion, that the Referral Partner has failed to conform to such standards, SaleSqueze shall notify the Referral Partner in writing describing such alleged failure. Referral Partner shall, no later than ten (10) days following such notice, cease any use of the SaleSqueze Brand Features until such time as the standards of quality have been met to the satisfaction of SaleSqueze.

2.6. Goodwill. The Referral Partner acknowledges that any goodwill or reputation generated by these Terms and Conditions for any part of the Software or SaleSqueze Brand Features will belong and inure to SaleSqueze. The Referral Partner shall not be entitled to claim recompense or compensation for such enhanced goodwill or reputation.

3. Referral Partner Obligations

3.1. Marketing and Promotions. Referral Partner may diligently market and solicit potential Referral Customers to license the Software, and to promptly notify SaleSqueze of any inquiries or similar business opportunity leads that either:
(i) relate to the Software, or
(ii) are received by Referral Partner in the course of Referral Partner performing its obligations hereunder.
Notifications from Referral Partner to SaleSqueze pursuant to the foregoing sentence are referred to herein as “Referrals”. Unless otherwise agreed to in writing by SaleSqueze, Referral Partner, in its marketing and solicitation efforts hereunder, will use SaleSqueze’s then-current names for the Software.

Referral Partner shall not make representations, warranties or guarantees concerning the Software unless expressly approved by SaleSqueze. All advertisements and marketing materials of the Software (the “Marketing Materials”) shall:
(a) utilize the SaleSqueze Brand Features provided by SaleSqueze, which SaleSqueze may modify from time to time,
(b) be subject to SaleSqueze’s prior written approval, which approval may be granted or withheld in SaleSqueze’s sole discretion, and
(c) not be associated with any content that is unlawful in any manner or which is otherwise harmful, threatening, defamatory, obscene, offensive, harassing, sexually, explicit, violent, discriminatory, or otherwise objectionable in SaleSqueze’s sole discretion.
If Referral Partners need those materials or need approval, it should contact our marketing team on info@salesqueze.com

Further; the Referral Partner agrees that it will not send unsolicited” electronic messages to multiple unrelated recipients to promote the Software, or otherwise engage in any mass electronic communications prohibited by law in connection with the referral services contemplated hereunder. Referral Partner shall comply with reasonable instructions from SaleSqueze as to the form, content, and display of the Marketing Materials. Once approved, the Referral Partner shall not alter any such advertising or marketing materials or remove the SaleSqueze Brand Features from such materials. Referral Partner hereby acknowledges and agrees that it shall only advertise and market the Software in association with the SaleSqueze Brand Features.

3.2. Introductions of Referral Customer. SaleSqueze will qualify all the prospective Referral Customers by making sure the Referral Customer fits SaleSqueze’s ICP.

To be able to dot that, the Referral Partner will notify SaleSqueze about the potential Referral Customer via Lead intake form in the Partner Hub with the following information:

1. Partner ID
2. Official Referral Customer company name
3. Referral Customer VAT (tax number)/Referral Customer registration number
4. Contact person in Referral Customer company (usually PERSONA):
5. Name and surname
6. Email contact
7. Role in the organization
8. Referral Customer website
9. Industry vertical
10. Main challenges
11. Short background story.

3.3. Qualified Referrals: Acceptance and registration.

3.3.1. A “Qualified Referral” shall mean a Referral that is referred by the Referral Partner to SaleSqueze by the Referral Partner’s completion of the procedure set forth in Section 3.2 and who satisfies each of the following conditions:
(a) such Referral accepts the SaleSqueze Terms and Privacy Policy;
(b) such Referral enters into a SaleSqueze Subscription Agreement within 6 months of being referred to SaleSqueze by Referral Partner without receiving any monetary or other incentives from Referral Partner;
(d) SaleSqueze does not reject such referral as a Referral Customer; and
(e) Such referral makes its payment to the Referral Partner in accordance with its SaleSqueze Subscription Agreement.

All Referrals will be deemed rejected if they do not enter into a SaleSqueze Subscription Agreement within 6 months of the registration. SaleSqueze may, in its sole discretion, agree in writing (email is sufficient) to waive or extend the 6 months time limit for a particular Referral.

Notwithstanding the foregoing, none of the foregoing shall constitute a Qualified Referral under any circumstances:
(i) any customer that is already a current Referral Customer or was previously a customer of SaleSqueze or its affiliates, third-party Referral Partners, distributors or resellers, and
(ii) any customer with whom SaleSqueze or its affiliates, third-party Referral Partners, distributors, or resellers had substantive contact prior to the Referral Partner’s submission of the Referral Form.

3.3.2. Each Referral shall be mutually agreed upon and documented following Article 3.2. The Introduction of Referral Customer should be submitted to SaleSqueze by the Referral Partner on a monthly basis for accounts it desires to become a Referral.

3.3.3. All use of the Software by Qualified Referrals is subject to the SaleSqueze Subscription Agreement, and the Referral Partner shall not purport to impose any other terms pertaining to the use of the Software. Referral Partner shall not be authorized to negotiate or make any changes to the SaleSqueze Subscription Agreement. SaleSqueze shall, in its sole and absolute discretion, determine what changes, if any, it shall accept the SaleSqueze Subscription Agreement.

3.4. Expenses. Referral Partner shall be responsible for all expenses incurred by it in connection with the implementation and performance of its duties and obligations under this Terms and Conditions, including, without limitation: compensation, bonuses, and benefits, if any, for its personnel, costs, and expenses associated with establishing and maintaining its sales and support organization and offices, advertising and promotion, and travel.

4. Payment.

4.1. Fees. SaleSqueze shall collect all fees from Referral Customers for the Software directly from such Referrals (“Services and Subscription Fees”). Upon a Referral becoming a Referral Customer and making the payment for the services and subscription in accordance with the SaleSqueze Subscription Agreement, SaleSqueze shall pay Referral Partner fees in arrears at the applicable revenue share percentage of the Services and Subscription Fees listed below.

For Qualified Referrals that converts to paid customer, SaleSqueze will pay the Referral partner:

• 10% of ARR for first year after SaleSqueze Subscription Agreement signature
• 5% of ARR for second year after SaleSqueze Subscription Agreement signature
• 2% of ARR for third year after SaleSqueze Subscription Agreement signature.

4.2 Payment Terms. Fees shall be calculated on an average basis (across all Qualified Referrals) and paid to the Referral Partner quarterly, within thirty (30) days following the end of each quarter based upon aggregate amounts actually collected by SaleSqueze from Qualified Referrals during a quarter. All Fees shall be paid in EUR €.

4.3. Reporting. Within thirty (30) days of the end of each quarter during the Term, SaleSqueze shall provide the Referral Partner with a quarterly statement identifying:
(i) services and subscription fees actually collected by SaleSqueze from Qualified Referrals, and
(ii) a calculation of the Revenue Share payable to the Referral Partner for the preceding quarter for each identified Qualified Referral and in the aggregate, based upon amounts actually collected by SaleSqueze during such quarter. Such report shall be accompanied by a payment of the aggregate amount due from SaleSqueze for such quarter.

4.4.Taxes. Referral Partner shall be responsible for any taxes, duties, government charges, or other similar charges (exclusive of taxes based on SaleSqueze’s net income), however, designated, levied, or based on the charges paid or payable hereunder.

4.5. Ownership. As between the Parties, SaleSqueze is the owner of the Proprietary Information (defined in the Section below), the Software, the Marketing Materials, and the SaleSqueze Brand Features (collectively, the “SaleSqueze IP”) and any and all component parts thereof and any and all modifications, derivative works, design changes, features or improvements to any of the foregoing developed, created or suggested by SaleSqueze or Referral Partner, or any of its respective officers, directors, employees or customers, and all intellectual property and proprietary rights recognized anywhere in the world therein. Without limitation on the generality of the foregoing, Referral Partner agrees that SaleSqueze shall own, and Referral Partner agrees to assign and hereby irrevocably assigns to SaleSqueze, any and all rights, title, and interest in and to all modifications, derivative works, design changes, features and improvements to the SaleSqueze IP developed, created or suggested by Referral Partner and SaleSqueze shall have the right to use the foregoing in any manner and for any purpose whatsoever, without the payment of any consideration therefor. Referral Partner agrees that it will, upon SaleSqueze’s request, promptly execute and deliver such documents as may be reasonably requested to effectuate the purposes of this Section 5. In addition to the foregoing, as between the Parties, SaleSqueze is the owner of any and all information submitted by the Referral Partner to SaleSqueze, and such information shall be deemed the Proprietary Information of SaleSqueze. If Referral Partner provides SaleSqueze with reports of defects in the Software or proposes or suggests any changes or modifications (collectively “Feedback”), SaleSqueze shall be the exclusive owner in and to such Feedback, with all right, title and interest therein, and will have the right to use and exploit such Feedback including, without limitation, the incorporation of such Feedback into SaleSqueze’s software products and/or services, including, without limitation, the Software, without any obligation to Referral Partner.

5. Confidentiality

Referral Partner acknowledges that in the course of its performance under these Terms and Conditions, it may obtain information relating to SaleSqueze’s business, products, and/or services which is of a confidential and proprietary nature (*Proprietary Information”). Referral Partner and its employees and agents shall, at all times, during the term of these Terms and Conditions and after its termination, keep in trust and confidence all Proprietary Information disclosed by SaleSqueze and Referral Partner shall not use any Proprietary Information other than in Furtherance of its performance under these Terms and Conditions, nor shall Referral Partner or its employees or agents disclose any such Proprietary Information to any third party without SaleSqueze’s prior written consent. The foregoing obligations shall not apply with respect to information that Referral Partner can demonstrate with written documentation
(i) has entered or enters the public domain other than as a result of an act or omission by Referral Partner or its employees or agents, or
(ii) is lawfully received by Referral Partner from a third party without restriction and without breach by such third party of a duty to SaleSqueze of nondisclosure.

6. Representations and Warranties.

6.1.Mutual Representations and Warranties. Each Party represents and warrants to the other that it has the right and authority to enter into these Terms and Conditions to perform all of its respective obligations and undertakings and to grant the rights set forth herein. Each Party further represents and warrants to the other that: 

• (I) it is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its organization, and
• (II) the execution, delivery, and performance of these Terms and Conditions does not and shall not conflict with or violate any organizational documents of such Party or the terms of any agreement between it and a third party.

6.2. Referral Partner Representations and Warranties. Without limiting the generality of Section 6.1 above, the Referral Partner represents and warrants to SaleSqueze that:

• (I) Referral Partner will not dispute the title of SaleSqueze in and to the SaleSqueze IP or any copyright, trademarks, patents, trade secrets, or any other intellectual property rights included therein;
• (II) Referral Partner will market and promote the Software and ethically use the SaleSqueze Brand Features following the terms of these Terms and Conditions and the Guidelines, and strict compliance with all applicable government regulations;
• (III) Referral Partner will not knowingly harm, misuse, or bring into disrepute the Software and/or the SaleSqueze Brand Features but, on the contrary, will maintain the value and reputation thereof to the best of its abilities;
• (IV) Referral Partner will not use the SaleSqueze IP in any manner reasonably likely to breach these Terms and Conditions;
• (V) Referral Partner will not create or obtain any intellectual property rights that are substantially similar to the SaleSqueze IP;
• (VI) Referral Partner will promptly notify SaleSqueze of any unauthorized use of the SaleSqueze IP of which Referral Partner has knowledge; and
• (VII) Referral Partner will not engage in any unlawful, misleading, deceptive or fraudulent practices in connection with the use of the SaleSqueze Brand Features or the marketing and promotion of the Software.

6.3. Warranty Disclaimer. SaleSqueze DOES NOT MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, TO Referral Partner WITH RESPECT TO THE SaleSqueze IP, ANY PRODUCTS OR TECHNOLOGY PROVIDED WITH, OR MADE AVAILABLE THROUGH THE USE OF THE SaleSqueze IP OR ANY SERVICES PERFORMED BY SaleSqueze IN CONNECTION WITH THESE TERMS AND CONDITIONS AND SaleSqueze DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THE SaleSqueze IP IS LICENSED “AS IS” WITHOUT WARRANTY OF ANYKIND. IN ADDITION, SaleSqueze MAKES NO REPRESENTATION THAT THE OPERATION OF THE SaleSqueze SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE.

7. Indemnification.

7.1. Referral Partner Indemnification. Referral Partner shall defend, indemnify and hold SaleSqueze and its respective subsidiaries, officers, directors, and employees, harmless from any losses, liabilities, causes of action, and costs (including reasonable attorneys’ fees) from, or on account of, or related to any third party claims arising out the following:
(i) any breach by Referral Partner of its obligations, representations, and warranties hereunder;
(ii) any act, error, or omission by Referral Partner, its employees, agents, or contractors, in the course of its performance under these Terms and Conditions;
(iii) any of Referral Partner’s products or any services performed for a Referral Customer by Referral Partner, including, without limitation, infringement of any third party’s intellectual property rights; or
(iv) any failure by the Referral Partner or its employees, agents, or contractors to comply with applicable laws and regulations.

7.2. SaleSqueze Indemnification. SaleSqueze hereby agrees to indemnify, defend, and hold Referral Partner, and its subsidiaries, officers, directors, and employees, harmless from any losses, liabilities, causes of action, and costs (including reasonable attorneys’ fees) from, or on account of, or related to any third party claims arising out of the following:
(i) any breach by SaleSqueze of its obligations, representations, and warranties hereunder; or
(ii) any claims that the Software or SaleSqueze Brand Features infringes on any registered and publicly available patent, copyright, or trademark owned by a third party (other than in cases resulting from Referral Partner’s use of the Software or SaleSqueze Brand Features for which Referral Partner is the indemnifying party pursuant to Section 8.1).

7.3. Notice: Participation. The party claiming indemnification pursuant to this Section (the
“Indemnified Party”) shall promptly notify the other Party (the “Indemnifying Party”) of any such claim of which it becomes aware and shall:
(i) at the Indemnifying Party’s expense, provide reasonable cooperation to the Indemnifying Party in connection with the defense or settlement of any such claim; and
(ii) at the Indemnified Party’s expense, be entitled to participate in the defense of any such claim.

7.4. Settlement. The Indemnified Party agrees that the Indemnifying Party shall have sole and exclusive control over the defense and settlement of any such third-party claim. However, the Indemnifying Party shall not acquiesce to any judgment or enter into any settlement that adversely affects the Indemnified Party’s rights or interests without the prior written consent of the Indemnified Party.

7.5. Limited Remedies. If SaleSqueze is the Indemnifying Party and the use of the Software or SaleSqueze Brand Features (or part thereof) is subject to any claim of infringement of any third party intellectual property right, SaleSqueze may, at its sole discretion and at its own expense,
(i) procure for the Referral Partner the right to continue promoting the Software or using SaleSqueze Brand Features consistent with these Terms and Conditions,
(ii) modify the Software or SaleSqueze Brand Features (or cause the foregoing to be modified) so that it becomes non-infringing and furnish the resulting modifications to the Referral Partner, or
(iii) immediately terminate these Terms and Conditions with no further liability to the Referral Partner. The foregoing states the entire liability of SaleSqueze for any infringement of intellectual property rights.

8. Limitation of Liability.

TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT OR OTHERWISE, SHALL SALESQUEZE BE LIABLE TO THE REFERRAL PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, EVEN IF SUCH PARTY SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY REFLECTS AN INFORMED, VOLUNTARY ALLOCATION CONNECTION WITH THESE TERMS AND CONDITIONS. CONVEEN THE PARTIES OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN UNDER NO CIRCUMSTANCES SHALL SALESQUEZE TOTAL LIABILITY OF ANY KIND ARISING OUT OF OR RELATED TO THESE TERMS AND CONDITIONS INCLUDING, BUT NOT LIMITED TO ANY WARRANTY CLAIMS HEREUNDER, REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT. TORT. (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY INFRINGEMENT, OR ANY OTHER LEGAL THEORY. EXCEED THE TOTAL AMOUNT PAID BY SALESQUEZE TO THE REFERRAL PARTNER UNDER THESE TERMS AND CONDITIONS SIX (6) MONTHS BEFORE THE DATE ON WHICH A CLAIM GIVING RISE TO LIABILITY IS MADE; PROVIDED, HOWEVER, THAT IN NO EVENT SHALL THE LIMITATION SET FORTH HEREIN LIMIT A PARTY’S RIGHT TO OBTAIN EQUITABLE RELIEF AGAINST THE OTHER PARTY. EACH PARTY ACKNOWLEDGES THAT THE LIMITATION OF LIABILITY SET OUT IN THIS SECTION REFLECTS AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THESE TERMS AND CONDITIONS.

9. Insurance  

Comprehensive General Liability insurance – not applicable.

10. Termination

10.1. Termination. SaleSqueze may terminate these Terms and Conditions with or without cause upon thirty (30) days advance written notice to the other Party. In addition, either Party may terminate these Terms and Conditions immediately in the event the other Party:
(i) commits a material breach of any of the provisions of these Terms and Conditions which is not cured within (30) days following notice by the non-breaching Party:
(ii) becomes insolvent, makes an assignment for the benefit of creditors, or files, or has filed against it, a petition in bankruptcy; or
(if) ceases to do business or otherwise terminates its business operations.

10.2. Effect of Termination. Upon termination or expiration of these Terms and Conditions:
(i) all rights and licences granted to Referral Partner hereunder shall terminate immediately and such rights shall revert to SaleSqueze, and
(ii) Referral Partner shall not be entitled to receive any Referral Fees or any other payments under these Terms and Conditions other than Referral Fees earned or accrued prior to such termination or expiration. 

Notwithstanding the foregoing, Qualified Referrals shall be entitled to continue using the Software in accordance with the terms of their SaleSqueze Subscription Agreements then in effect. Further, Referral Partner shall immediately:
(i) discontinue all use of the SaleSqueze Brand Features,
(ii) discontinue all representations or statements from which it might be inferred that any relationship exists between Referral Partner and SaleSqueze,
(iii) cease to promote or solicit orders for the Software (but will not act in any way to damage the reputation and goodwill of SaleSqueze or any of its products or services) and
(iv) return to SaleSqueze all Proprietary Information (including all copies and extracts thereof) and all Marketing Materials in Referral Partner’s possession.

10.4. Survival. Sections 1., 2.3, 2.4., 2.6, 5, 6, 8, 11.3, 11.4, and 12 shall survive the expiration or any termination of these Terms and Conditions. 

11. General

11.1.Modifications. SaleSqueze may modify these Terms and Conditions from time to time at its reasonable discretion by posting a change to the Site or providing notice to the Referral Partner of such modification. If the Referral Partner objects to any such modification, the Referral Partner may terminate these Terms and Conditions without penalty. Referral Partner’s continued participation in the Program following receipt of notice of any modification to the Agreement shall constitute binding acceptance of these Terms and Conditions as modified.

11.2.Governing Law. These Terms and Conditions shall be governed by and interpreted under the laws of Slovenia, without reference to its choice of laws and principles. The Parties expressly understand and agree that any dispute arising under these Terms and Conditions will be brought exclusively in the courts located in Ljubljana, Slovenia, and the Parties hereby consent to the exclusive personal jurisdiction and venue therein.

11.3. Rights to Injunctive Relief. Referral Partner acknowledges that remedies at law may be

inadequate to provide full compensation in the event of a material breach relating to Referral Partner’s obligations, representations, and warranties hereunder, and SaleSqueze shall therefore be entitled to obtain injunctive relief in the event of any such material breach.

11.4. Non-Disparagement. During the Term and for a period of two (2) years thereafter, Referral Partner agrees that it will not make any derogatory oral or written statements that disparage or defame SaleSqueze or any of its business, products, services, technologies, affiliates, officers, employees, stockholders or directors. The parties agree and acknowledge that this Section 11.4 is a material term of these Terms and Conditions, the absence of which would have resulted in SaleSqueze declining to enter into these Terms and Conditions.

11.5. Assignment. Referral Partner shall not assign or transfer these Terms and Conditions or any rights or obligations under these Terms and Conditions, without the prior written consent of SaleSqueze. SaleSqueze or any successor may assign or transfer these Terms and Conditions or any rights or obligations under these Terms and Conditions, without the prior written consent of the Referral Partner. Any assignment or transfer of these Terms and Conditions made in contravention of the terms hereof shall be null and void. Subject to the foregoing, these Terms and Conditions shall be binding on and inure to the benefit of the parties’ respective successors and permitted assigns.

11.6. Independent Contractors. The Parties are independent contractors of each other and not agents, partners, or joint venturers. Each Party has the exclusive right to select its own employees and agents and such employees and agents will be under the exclusive supervision and control of such Party and will not be employees, independent contractors or agents of the other Party. Without limiting the generality of the foregoing, Referral Partner, its employees, and agents shall have no authority to make statements, representations, or commitments of any kind on behalf of, or take any actions binding upon, SaleSqueze: Each Party is solely responsible for determining the terms and conditions of employment of its employees and agents including, without limitation, hiring, termination, hours of work, rates and payment of compensation and for the payment, reporting, collection, and withholding of all taxes and similar contributions.

11.7. Force Majeure. Neither party shall be responsible for any failure to perform or delay in the performance (excluding all payment obligations) attributable in whole or in part to any cause beyond its reasonable control, including but not limited to Acts of God, government actions, war, terror, civil disturbance, insurrection, sabotage, labor shortages or disputes, failure or delay in delivery by suppliers or subcontractors, transportation difficulties, shortage of energy, raw materials or equipment, or the other party’s fault or negligence.

Latest update: May 22, 2024