Sales Affiliate Agreement of Rehive

Last updated: November 27, 2019

Thank you for your interest in the sales affiliate program (the “Program”) of Rehive! This Rehive Sales Affiliate Agreement (“Agreement”) is between you (either an individual or an entity, referred to hereinafter as "you", "your") and Rehive Inc. and/or Rehive B.V (referred to hereinafter as “Rehive”, “we” or “us”) and governs your participation in the Program. By participating in the Program, you agree to the terms of this Agreement. This Agreement does not alter in any way the terms or conditions of any other agreement you may have with Rehive, for products, services or otherwise.

1. Program Overview. The Program permits you to receive compensation in exchange for referring customers that purchase Rehive products and services. If we accept your Program application, we will provide you with a referral code that you can provide to prospective customers. You can also refer customers via email introduction. Subject to the terms of this Agreement, we will pay you a commission as outlined in Section 4.

2. Enrollment. To be eligible to participate in the Program, you must accurately complete our Program application. We reserve the right to reject your application for any reason. If you are entering into this Agreement on behalf of an entity: (a) you represent and warrant that you are authorized to bind such entity to this Agreement and that such entity will be responsible for your and any other of its employees or agents activities in connection with the Program; and (b) references to “you” in this Agreement will refer to you and such entity, collectively. You may only participate in the Program if permitted by the laws of your jurisdiction and the ters of any agreements you may have entered into with third parties. To continue to be eligible for participation in the Program, you must generate at least US $100 annually in Commission.

3. New Customers as a basis for Commission calculations
3.1. "Customer" is defined as a company or firm for whom Rehive provides services pursuant to a Rehive Subscription or Sales Agreement.
3.2. The term Customer does not include any parent, subsidiary, division or affiliate of that Customer, even if controlled by Customer or under common control with Customer, unless otherwise determined by Rehive in its sole discretion.
3.3. A "New Customer" is defined as any Customer or division within a Customer with which Rehive has not done any business (e.g., delivered goods or services to or received revenue from) during the 12-month period immediately preceding the first product sale or commencement of services as specified in a Sales Agreement.

4. Commission
4.1. Subject to the terms of this Agreement, we will pay you a commission that is calculated as a percentage of Commissionable Revenue less Deductions described in Section 5.2 (“Commission”).
4.2. Commissionable Revenue is defined as all amounts actually received by Rehive for a Subscription by a New Customer, excluding transaction fees and other variable fees.
4.3. If you introduce a New Customer to Rehive and that customer purchases a Rehive Subscription within the Lead Conversion Period (defined below), the Commission Percentage will be 50%.
4.4. For Rehive Starter, Standard and Premium Subscriptions the Lead Conversion Period is 8 weeks following the New Customer introduction.
4.5. For Rehive Enterprise Subscriptions, the Lead Conversion Period is 16 weeks following the New Customer introduction.
4.6. If a New Customer purchases a Rehive Subscription using your referral code without introduction, the Commission Percentage will be 20%.
4.7 An introduction has to be via email whereby Rehive will follow-up with a confirmation that the lead qualifies as a referral.
4.8. In order for you to receive any Commission, the New Customer needs to be subscribed for at least 3 months.
4.9. If Rehive updates pricing or offers the New Customer a discount or if the New Customer upgrades or downgrades their Subscription, it will impact the Commission accordingly.
4.10. In order to receive Commission, the New Customer needs to be subscribed for at least 3 months.
4.11. You will receive a Commission only on the first 24 monthly subscription payments.

5. Payment
5.1. We will pay out the Commission to the payment method designated by you no sooner than 45 days from the end of the calendar month in which the Commission accrued.
5.2. Commission paid to you will be exclusive of taxes, refunds, and chargebacks, and we may offset such amounts against any Commission owed to you. You are responsible for any taxes payable in connection with the Commission, other than taxes payable in connection with our gross receipts or income.
5.3. Commission will not be payable to you for any purchase of Rehive Subscriptions: (i) that is later cancelled, refunded, charged back, or for which Rehive does not receive payment; (ii) that occurred as a result of your breach of this Agreement, or while you were in breach of this Agreement; or (iii) that occurs after termination of this Agreement (collectively, an “Ineligible Transaction”). If we discover that we have paid you any Commission for an Ineligible Transaction, we may either require you to promptly repay the applicable amount, or we may offset such amount from future amounts payable to you under this Agreement. (iv) on which you already receive a revenue share or similar payment from Rehive.

6. Limited License. Subject to the terms of this Agreement, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to display any Rehive Marks in marketing communications that you may send, solely for the purpose of referring users to the Rehive Services. “Rehive Marks” means any of Rehive’s trade names, trademarks, service marks, logos or other similar indicia of identity or source provided by Rehive to you in connection with this Agreement. All goodwill arising from your use of the Rehive Marks will inure to the benefit of us. Other than the limited license set forth in this Agreement, Rehive reserves all right, title, and interest not expressly granted to you. You will use the Rehive Marks in accordance with any written guidelines Rehive provides to you. Upon request by Rehive, you will provide samples of any marketing materials you have used, or plan to use, that incorporate the Rehive Marks.

7. Legal Compliance. You must comply with all laws that apply to your participation in the Program, including the FTC’s rules regarding sponsored endorsements (see the FTC website for more details), all privacy laws that apply to the collection, use and disclosure of personal information, and all marketing laws that apply to any messages you send in connection with this Agreement. You are solely responsible for your participation in the Program.

8. Prohibited Activities. You will not:
8.1 state or imply that you or your services are part of, affiliated with, or endorsed by Rehive;
8.2 use any Rehive Marks, or any similar variations, other than as permitted under this Agreement. This includes not using the Rehive Marks in website meta tags, bids for paid advertising, search engine optimization, or press releases;
8.4 use, or register for, any domain name containing any Rehive Mark or any similar variations;

9. Indemnification. You will indemnify and hold us and our affiliates and subsidiaries, and our and their respective directors, officers, employees, agents, and shareholders, (collectively, the “Rehive Parties”) harmless against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ or other professionals’ fees) that arise out of or relate to: (a) your participation in the Program or (b) your breach of this Agreement.

10. Disclaimers. REHIVE DOES NOT MAKE ANY WARRANTIES UNDER THIS AGREEMENT. THE PROGRAM, THE REHIVE SERVICES, AND THE REHIVE MARKS ARE PROVIDED “AS IS”. TO THE MAXIMUM EXTENT PERMITTED BY LAW, REHIVE DISCLAIMS ALL WARRANTIES, EXPRESS, STATUTORY OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.

11. Limitation of Liability. WE WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, (INCLUDING ANY LOSS OF REVENUE, PROFITS, GOODWILL OR DATA) RELATED TO THIS AGREEMENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF: (I) THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE MOST RECENT EVENT GIVING RISE TO THE CLAIM OCCURRED, OR (II) US $100. THE LIMITATIONS IN THIS SECTION WILL NOT APPLY TO ANY WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF REHIVE.

12. Termination. You or we may, for any reason, terminate your participation in this Agreement at any time upon notice. Following termination, we will pay you any unpaid Commission, if valid, that you earned prior to the date of termination. Immediately upon termination, all licenses granted to you under this Agreement will be terminated. Sections 9-13 of this Agreement will survive termination of the Agreement.

13. Amendments. We reserve the right to modify the terms of this Agreement upon notice to you. Will provide notice of amendments by posting the revised Agreement to our website and updating the “Last Updated” date at the top of this Agreement, and in some cases, we may provide additional notice (such as via email). Your continued participation in the Program will confirm your acceptance of any amended terms of this Agreement. If you do not agree to any amendments, you must terminate your participation in the Program.

14. Other Terms. This Agreement constitutes the entire agreement between Rehive and you concerning the subject matter hereof. Except as otherwise stated in this Agreement, any notices required under this Agreement will be sent to you at the email address you provide, and to Rehive at info@rehive.com, with “Attention Sales Affiliate Program” in the subject line. Except to the extent applicable law, if any, provides otherwise, this Agreement will be governed by the laws of the state of California, U.S.A., excluding its conflict of law provisions, and the proper venue for any disputes arising out of or relating to any of the same will be the state and federal courts located in San Francisco County, California. Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court without the posting of a bond), any dispute arising under this Agreement shall be finally settled in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”) by three arbitrators appointed in accordance with such Rules. The arbitration shall take place in San Francisco, California, in the English language and the arbitral decision may be enforced in any court. The prevailing party in any action or proceeding to enforce this Agreement shall be entitled to costs and attorneys’ fees. If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. You may not assign your rights under this Agreement to any party without the consent of Rehive; Rehive may assign its rights under this Agreement without condition. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.