Referral Partner Program Terms of Use Agreement
Effective Date: March 1st, 2024
Introduction
Welcome to the Boopos Referral Partner Program!
This is our Boopos Innovation Inc. (”Boopos”) Referral Partner Program Terms of Use Agreement (“Agreement”) and it contains important provisions regarding your participation in this program.
The Referral Partner Program allows approved Referral Partners (defined below) to share in Boopos’ commission for the selling of eligible businesses through its platform. You should review this Agreement carefully before deciding whether to participate in this program. If you do not agree to the terms contained within this Agreement, you should not participate in the Referral Partner Program.
- Definitions
- Boopos Platform. Shall mean the platform that provides access to a selected list of registered buyers, sellers and businesses, operating as a marketplace that facilitates the potential completion of a Transaction. The use of the Boopos platform is subject the general Terms of Service found on the Boopos website (www.boopos.com/terms-of-service).
- Buyer. A User that has sign-up in Boopos’ Marketplace with intent to buy a business.
- Closed Lead. A Closed Lead shall be defined as an Eligible Lead that is a party to a transaction that results in the completed sale of a business through Boopos within twelve (12) months since becoming an Eligible Lead, including payment of the purchase price, the migration of the relevant assets to the Buyer, successful completion of any inspection period, and disbursement of funds to the Seller. A Buyer or a Seller shall be ineligible to participate in the Referral Partner Program for any transaction of which they are a party or directly or indirectly own any equity in the party.
- Eligible Lead. An Eligible Lead shall be defined as a buyer or seller that signs-up in Boopos website through efforts directly attributable to the Referral Partner, provided an Eligible Lead shall not include any individual or related business entity that interacted with Boopos before (i.e. already registered in Boopos CRM).
- Referral Fee. The Referral Fee structure under the Boopos Referral Partner Program is as follows:
- For every Closed Lead that results in the sale of a business or business’ assets through Boopos, initiated by a buyer referral, the Referral Partner shall be entitled to receive a referral fee equal to five percent (5%) of the commission earned by Boopos on the underlying sale of the business (“Referral Fee”). Boopos shall pay the Referral Fee to Referral Partner in the terms outlined in Section 4 of this Referral Partner Program Terms.
- For every Closed Lead that results in the sale of a business or business’ assets through Boopos, initiated by a seller referral, the Referral Partner shall be entitled to receive a referral fee equal to ten percent (10%) of the commission earned by Boopos on the underlying sale of the business (“Referral Fee”). Boopos shall pay the Referral Fee to Referral Partner in the terms outlined in Section 4 of this Referral Partner Program Terms.
- For every Closed Lead that results in the sale of a business or business’ assets through Boopos, initiated by a buyer referral, the Referral Partner shall be entitled to receive a referral fee equal to five percent (5%) of the commission earned by Boopos on the underlying sale of the business (“Referral Fee”). Boopos shall pay the Referral Fee to Referral Partner in the terms outlined in Section 4 of this Referral Partner Program Terms.
- Referral Partner. A Referral Partner is an individual or business entity that Boopos has approved to participate in the Referral Partner Program. A Referral Partner may introduce Boopos to buyer or sellers (the “Eligible Leads”) through their personal referral link.
- Seller. A User that has submitted an online business for sale through Boopos’ Marketplace.
- Transaction. The sale of an eligible business through Boopos’ Marketplace that originates a closing commission for Boopos.
- Boopos Platform. Shall mean the platform that provides access to a selected list of registered buyers, sellers and businesses, operating as a marketplace that facilitates the potential completion of a Transaction. The use of the Boopos platform is subject the general Terms of Service found on the Boopos website (www.boopos.com/terms-of-service).
- Application for Admission into the Referral Partner Program. Once applied for the Referral Partner Program, only the Referral Partner specifically approved by Boopos may participate in the Referral Partner Program, in which shall be done in writing and separate from this Terms of Use Agreement.
- Tracking Referrals. Once approved for participation in the Referral Partner Program, Boopos will send to the Referral Partner a tracking link, in which shall be used for the Referral Partners. Referral Partners are encouraged to use their unique tracking link when referring leads to Boopos. If the tracking link is not used for any reasons, the Referral Partners must provide prompt written notice to Boopos in order to remain qualified for the Referral Fee. Without limiting the generality of the foregoing, if the tracking link is not used and written notice is not provided before a Transaction is closed, Boopos is not under any obligation to qualify the Referral Partner for the Referral Fee.
- Payment of Referral Fee. Referral Partner must have agreed to the terms of this Agreement and the obligations hereunder to be eligible to receive the Referral Fee. Referral Partner must have a valid and up-to-date bank account or payment method and have completed any required tax documentation. Provided that Referral Partner is not in default or in breach with the terms of this Agreement, Boopos shall pay to Referral Partner its Referral Fee within forty-five (45) days from confirmation of eligibility for the Referral Fee. In the event that Referral Partner fails to request payment after six (6) months following Boopos’ receipt of its commission, then Referral Partner forfeits the right to receive the Referral Fee.
- Referral Partner Warranties and Representations.
- Referral Partner represents and warrants that, to the extent it is a business entity, it is a duly organized business entity authorized under the laws of its place of organization or incorporation, that it is not prohibited from entering into this Agreement by the terms of any preexisting agreement, and that any individual signing this Agreement on behalf of Referral Partner is an authorized agent of Referral Partner (“Signing Agent”). Referral Partner represents and warrants that Signing Agent has the authority to bind Referral Partner to the terms of this Agreement. Referral Partners who are individuals represent and warrant that they are authorized to enter into this Agreement and by signing this Agreement they have bound themselves to the terms of this Agreement.
- Referral Partner represents and warrants its execution, delivery and performance of this Agreement has been and remains duly authorized by all necessary corporate action and does not contravene any provision of its articles or certificate of incorporation, bylaws (or equivalent constituent documents), or any law, regulation, rule, decree, order, judgment, or contractual restriction binding on it or its assets.
- Referral Partner represents and warrants it has the necessary knowledge, skills, expertise, and training to obtain Eligible Leads.
- Referral Partner represents and warrants that all the referral activities to be performed under the terms of this Agreement will be carried out in a diligent, prompt, and professional manner by individuals with the necessary knowledge, skills, expertise and training.
- Referral Partner represents and warrants that its activities under this Agreement and the receipt of Eligible Leads does not violate any law, regulation, ordinance, statute, or treaty that is applicable within Referral Partner’s jurisdiction, including but not limited to the CAN-SPAM Act, Federal and State Privacy Laws and Regulations, Telephone Consumer Protection Act, and Computer Fraud and Abuse Act.
- Referral Partner represents and warrants that, to the extent it is a business entity, it is a duly organized business entity authorized under the laws of its place of organization or incorporation, that it is not prohibited from entering into this Agreement by the terms of any preexisting agreement, and that any individual signing this Agreement on behalf of Referral Partner is an authorized agent of Referral Partner (“Signing Agent”). Referral Partner represents and warrants that Signing Agent has the authority to bind Referral Partner to the terms of this Agreement. Referral Partners who are individuals represent and warrant that they are authorized to enter into this Agreement and by signing this Agreement they have bound themselves to the terms of this Agreement.
- Term and Termination. Either party may terminate this Agreement at any time by providing written notice to the other party or if the other party is in material breach and fails to remedy such breach within five (5) calendar days of receiving written notice. Boopos may further terminate this Agreement if, at any time, Referral Partner: (i) breaches any term or condition of this Agreement; (ii) becomes insolvent or files an assignment for the benefit of creditors; (iii) is the subject of an insolvency proceeding, including, but not limited to, an involuntary bankruptcy; (iv) violates the rights of third parties, including, but not limited to, intellectual or other personal or proprietary rights; (v) voluntarily files a petition for bankruptcy; or (vi) Boopos determines that Referral Partner is acting, or has acted, in a way that has or may negatively reflect on or affect Boopos, its prospects or its customers. Termination of this Agreement hereunder will not limit either party from pursuing any other remedies available to it, including injunctive relief. Any provision of this Agreement that contemplates performance or observance subsequent to termination or expiration of this Agreement will survive termination or expiration hereof and will continue in full force and effect.
- Suspension. Boopos reserves the right to temporarily or permanently suspend Referral Partner’s access to the Referral Partner Program at any time, in its sole discretion, for any breach, violation or suspected violation of the terms of this Agreement.
- No Circumvention. Referral Partner shall not, directly or indirectly, whether on its own behalf or through a third party, circumvent the nature of this Agreement. Without limiting the generality of the foregoing, Referral Partner shall not use any of the information received pursuant in the course of the term of this Agreement or Referral Partner’s participation in the Referral Partner Program except for the sole purpose of bringing forth Eligible Leads to Boopos. Referral Partner is expressly prohibited from using Boopos intellectual property without permission, making false or misleading comments in connection with promoting Boopos’ website or services.
- Trademarks; Intellectual Property. Referral Partner acknowledges and agrees that any and all trademarks, trade names, design marks, or logos displayed on the Boopos website or marketing materials, including but not limited to the Boopos brand, are common law or registered trademarks owned by or licensed to Boopos. Referral Partner is expressly prohibited from using the trademarks of Boopos to cause confusion in, to cause mistake in, or to deceive consumers, or from falsely designating the origin of, the source of, or the sponsorship of Referral Partner’s goods or services. Referral Partner is further prohibited from using the trademarks of Boopos in domain names, in keyword advertisements, to trigger keyword advertisements, or in meta tags. Referral Partner may make a nominative fair use of the trademarks of Boopos consistent with trademark law during the term of this Agreement. Referral Partner is also prohibited from using the copyrighted content of Boopos, including, but not limited to, Boopos’ logos, copy, and website content. Boopos retains the discretion to prohibit Referral Partner any use of Boopos’ brand, trademarks, logos, copy, or other content. Referral Partner further acknowledges that all other intellectual property rights, including without limitation, all material, content, software, or services related to the Referral Partner Program will remain with Boopos and its licensors (if any).
- Confidential Information. Referral Partner agrees to retain all information and Data related to any Transaction in strict confidence and shall not, at any time, except as authorized in writing by Boopos and for the benefit of Boopos, directly or indirectly, divulge or disclose to any person, firm, association or corporation, or use for his own benefit, gain or otherwise, any information, plans, processes, products, clients, report data, financial data, client lists, price lists or any other trade secrets or confidential materials or client information or data regarding the Transaction, Boopos or any affiliated entity, which is disclosed to the Referral Partner directly or indirectly during the term of this Agreement.
- Indemnification.
- Referral Partner agrees to indemnify, defend, and hold harmless Boopos, its officers, directors, employees, members, affiliates, independent contractors, and agents, for any and all damages, losses, claims, actions, costs, judgments, liabilities, and expenses, including attorneys’ fees and costs, arising out of or related to any: (i) any breach by Referral Partner of any representation or warranty set forth in this Agreement; or (ii) Referral Partner’s violation of any applicable law, regulation, ordinance, statute, or treaty.
- If any action is or will be brought against Boopos with respect to any allegation for which indemnity may be sought, Referral Partner will provide reasonable cooperation to Boopos, at Referral Partner’s expense, to defend against or settle any such claim. Referral Partner’s obligation to defend Boopos under the terms of this Agreement will not provide Referral Partner with the ability to control Boopos defense, and Boopos reserves the right to control its defense and select its attorneys.
- Severability. In the event that any provision of this Agreement is deemed illegal, invalid, or unenforceable, and if the rights or obligations of either party under this Agreement will not be materially and adversely affected, (i) the said provision shall be fully severable; (ii) this Agreement shall be interpreted and enforced as if the said provision had never been a part of this Agreement; (iii) the remaining provisions of this Agreement shall continue to be in full force and effect without being affected by the removal of any provision; and (iv) a legal, valid, and enforceable provision shall be added, resembling the said provision as closely as possible in terms, in place of the removed provision.
- Waiver: Any waiver by either party of a breach or default under any provision of this Agreement must be provided in writing and shall not be interpreted as a waiver of any subsequent breach or default under the same or any other provision of this Agreement. Furthermore, neither party's delay or omission in exercising or availing itself of any right or remedy provided herein shall constitute a waiver of such right or remedy.
- Relationship of the Parties; No Third Party Beneficiary. Nothing in this Agreement will be deemed or construed as creating a joint venture, partnership, employment, or fiduciary relationship between the parties. Neither party has any authority of any kind to bind the other party. Nothing in this Agreement will provide any benefit to any third party or entitle any third party to any claim, cause of action, remedy, or right of any kind.
- Force Majeure. Except for the payment of the Referral Fee, neither party shall be responsible or have any liability for any delay or failure to perform to the extent due to unforeseen circumstances or causes beyond its reasonable control, including, without limitation, acts of God, earthquake, fire, flood, embargoes, labor disputes and strikes, riots, war, Internet or other network “brownouts” or failures, power failures, and acts of civil and military authorities; provided that such party gives the other party prompt written notice of the failure to perform and the reason therefore and uses its reasonable efforts to limit the resulting delay in its performance. To the extent that a force majeure has continued for ten (10) business days, both Referral Partner or Boopos may terminate the Agreement.
- Valid and Binding Agreement. This Agreement represents a binding legal obligation and is enforceable in accordance with its terms and is binding and shall inure to the benefit of each Party's respective heirs, legal representatives, successors, and assigns.
- Assignment. Referral Partner may not assign, in whole or in part, any rights, obligations, or duties created by or under this Agreement. The Referral Partner is granted permission for a single personal use of the provided tracking link. This Agreement does not permit any sub-Referral Partner arrangements or relationships. Boopos may assign its rights, obligations, or duties under this Agreement at any time upon written notice to Referral Partner, including in a sale or transfer of all or substantially all of Boopos’ assets, in a sale or transfer of Boopos’ accounts, or in a merger of Boopos with another company. Should Boopos assign its rights, obligations, or duties under this Agreement, Boopos rights, obligations, or duties under this Agreement will be binding on, and shall inure to the benefit of, its successor or assign.
- Integration. This Terms of Use Agreement, including any exhibit(s) attached hereto, constitutes the entire agreement between the parties concerning the subject matter hereof, and supersedes (i) all prior or contemporaneous representations, discussions, proposals, negotiations, conditions, agreements, and communications, whether oral or written, between the parties relating to the subject matter, and (ii) all past courses of dealing and industry custom. No amendment or modification of any provision of this Agreement, exhibit, addendum or rider shall be effective unless in writing and signed by a duly authorized representative of each party.
- Interpretation. The Referral Partner expressly acknowledges the existence of Boopos Terms of Service (https://www.boopos.com/terms-of-service), governing the conditions for the usage of Boopos website and services. Nothing in this Agreement shall restrict or limit any of Boopos’ rights under this Terms of Use Agreement of Terms of Service.
- Modifications to this Terms of Use Agreement. Boopos reserves the right to update this Terms of Use Agreement in its sole discretion. Referral Partner’s continued use or participation in the Referral Partner Program shall be interpreted as Referral Partner’s acceptance of any such updates.
- Choice of Laws. This Agreement and Referral Program will be governed by and interpreted in accordance with the laws of the State of Delaware. Boopos and Referral Partner’s sole and exclusive forum and remedy at law for any disputes arising out of or related to this Agreement or Referral Program, including the interpretation thereof, will be heard in the courts located in the State of Delaware. The prevailing party in any dispute or litigation arising out of or related to this Agreement shall be entitled to its reasonable attorney fees and costs. This Agreement is deemed to have been negotiated, executed, and performed exclusively within the courts of the State of Delaware. YOU UNDERSTAND AND AGREE THAT ALL DISPUTES ARISING OUT OF OR RELATED TO THIS AGREEMENT BROUGHT AGAINST BOOPOS MUST BE BROUGHT WITHIN ONE (1) YEAR OF THE DATE ON WHICH THE DISPUTE AROSE.
