Pineapple Academy Referral Partner Agreement

The following terms and conditions apply to Pineapple Academy Referral Partners:

1. Referral Partner Appointment.

1.1 Appointment.  Subject to the terms of this Agreement, PA grants Partner a limited, revocable, non-exclusive and non-transferrable appointment to act as a Referral Partner for its business.

1.2 Commencement of Appointment.  Partner’s appointment as a Referral Partner shall commence immediately upon the acceptance of this Agreement.

1.3 Independent Contractor.  The relationship between PA and Partner shall at all times be that of independent contractor.  No employment, partnership or joint venture relationship is formed by this Agreement and at no time may the Partner position itself as affiliated with PA except as an independent referrer.  In view of this independent relationship, the Partner shall not enter into any agreements on behalf of PA, shall make no warranty, either expressed or implied, on behalf of PA and shall not incur any expenses on behalf of PA.

 

2. Partner Rights and Obligations.

2.1 Partner Rights.  Partner shall have the right to refer its customers, members and/or affiliates to PA and receive a  fee for a qualified meeting (as defined herein) with a customer and a fee for a closed/won deal with a customer.  A “qualified meeting” is a meeting with a prospective customer that fits PA’s target market, has a verified business need for PA’s products or services, has sufficient organizational size or commercial potential, and includes an identified decision-maker who has agreed to a meaningful sales conversation or next step.  A prospective customer will not qualify as a PA Qualified Lead if it already subscribes to PA, exists in PA’s sales pipeline as an active lead or opportunity, falls outside PA’s target market, or lacks an identified decision-maker, verified business need or agreed-upon sales conversation or next step.  PA retains the right to qualify all referred customers and to reject any proposed customer in its sole and absolute discretion.

2.2 Partner Obligations.  Partner is expected to help set up the customer introduction and sales process until the customer has registered a deal.  In addition, Partner shall comply with the terms and conditions of this Agreement at all times, which may be amended from time to time in the sole and absolute discretion of PA.  Failure to comply with the terms and conditions may result in the termination of this Agreement in accordance with the Termination section of this Agreement or in accordance with any other termination or suspension right PA may have.

 

3. Referral Fees and Terms of Payment.

3.1 Referral Fees.  Partner shall be paid a a fee of $300 for a qualified meeting with a customer and a fee of $700 for a closed/won deal with a customer.  If Partner already has another deal in place with PA for the referred customer, then the terms of that deal’s agreement will supersede the terms set out in this Agreement.

3.2 Referral Fee Payment Terms.  Fee payments will be made within 30 days after the end of each calendar  month.

 

4. Term.

4.1 This Agreement shall commence on the Effective Date and shall continue for so long as Partner has a referred customer with a registered deal.

 

5. Termination.

5.1 If PA fails to pay any sum of money past due and owing under this Agreement within thirty (30) days of written notice thereof from Partner, Partner shall have the right to terminate this Agreement without further notice to PA.

5.2 If either party breaches any of the material terms, conditions or provisions of this Agreement, and fails to cure such breach within thirty (30) days after written notice thereof, the other party shall have the right to terminate this Agreement without any further notice.

5.3 Either party will have the right to terminate this Agreement immediately upon written notice at any time if the other party (i) becomes insolvent; (ii) fails to pay its debts or perform its obligations in the ordinary course of business as they mature; (iii) makes an assignment for the benefit of creditors; (iv) files a petition in bankruptcy; or (v) has an involuntary petition under any bankruptcy laws filed against it which is not dismissed within thirty (30) days.

5.3 This Agreement may be terminated prior to the expiration of the Term set forth herein by PA, provided it gives Partner notice in writing of its intent to terminate at least sixty (60) days prior to date of early termination.

 

6. Limitations of Liability.

6.1 The service offerings are furnished by PA "as is" and without any warranty whatsoever.  PA makes no representations or warranties with respect to the foregoing, and it disclaims all representations and warranties of any kind or nature, express or implied, arising out of or related to the service offerings, including, but not limited to, any warranties regarding accuracy, quality, correctness, completeness, comprehensiveness, currency, suitability, system availability, compatibility, merchantability, fitness for a particular purpose, title, non-infringement, or otherwise (irrespective of any course of dealing, custom or usage of trade).  All service offerings are provided in accordance with the terms and conditions of the PA Services Agreement entered into by the customer.

6.2 In no event shall either party or its members, managers, officers, employees or agents be liable to the other party for any claim arising from or relating to these terms and conditions or the service offerings or their respective content under any theory of tort, contract, strict liability or other legal or equitable theory for any lost profits, lost revenues, lost business opportunities or exemplary, punitive, special, incidental, indirect, consequential or similar damages, each of which is hereby excluded by agreement of the parties, regardless of whether such damages were foreseeable or whether a party has been advised of the possibility of such damages.

 

7. Dispute Resolution.

In the event that any dispute or disagreement arises between the parties with respect to the interpretation of any provision of this Agreement, the performance of either party under this Agreement, or any other matter that is in dispute between the parties related to this Agreement, upon the written request of either party, the parties will meet for the purpose of resolving such dispute.  The parties agree to discuss the problem and negotiate in good faith without the necessity of any formal proceedings related thereto. No formal proceedings for the resolution of such dispute may be commenced until either party concludes in good faith that the applicable resolution of the matter in issue does not appear likely.

 

8. Applicable Law.

This Agreement shall be governed by the laws of the State of Missouri, excluding its conflicts of laws principles.  Partner agrees that any claim or dispute that cannot be resolved per the terms of Section 11 above must be resolved by a federal or state court in Missouri, and Partner hereby consents to the jurisdiction of such courts.  The prevailing party in any dispute hereunder shall be entitled to recover from the other party its costs, expenses and reasonable attorneys' fees (including any fees for expert witnesses, paralegals, in-house counsel or other legal services provided).

 

9. Assignment.

Neither party shall assign or transfer this Agreement without the other party's prior written consent, except that either party may assign this Agreement upon written notice and without the other party's consent to an entity (i) that controls, is controlled by or is under common control with the assigning party or (ii) which purchases all or substantially all of its assets or stock; provided, that in either case the assignee assumes all obligations and liabilities hereunder in writing prior to the effective date of such assignment.