This Referral Agreement (the “Agreement”) between BlueX Trade, Inc. (the “Company”) and you (the “Representative”) sets forth the sales commission structure and other terms and conditions that will govern compensation to the Representative for referral of customers to the Company.
The Company hereby appoints the Representative, and the Representative accepts such appointment, to act as an independent sales representative of Cargo Pay-it-Later services (the “Services”) to customers solely in accordance with the terms and conditions of this Agreement. The Representative’s rights and obligations hereunder are non-exclusive and non-transferable.
The Representative is an independent contractor pursuant to this Agreement. Nothing in this Agreement creates any agency, joint venture or partnership relationship between the parties. The Representative has no express or implied right or authority to assume or create any obligations on behalf of or in the name of the Company or to bind the Company to any obligation, contract, agreement, or undertaking with any third party. The operations of the Representative are subject to the sole control of the Representative. The Representative has sole control of the manner and means of performing under this Agreement, subject to the terms and conditions of this Agreement. The Representative agrees to conduct all of its business in its own name and in such a manner as it may see fit, set its own hours, and supervise its own personnel (if any). All personnel of the Representative (if any) are employees, agents, or representatives of the Representative and not of the Company.
The Representative shall undertake any and all steps necessary to ensure it is legally permitted to perform its obligations hereunder. The Representative shall not, directly or indirectly, make any representations, warranties, guarantees, indemnities, similar claims, or other commitments to any customer with respect to Services except as provided to the Representative by the Company. The Representative shall not engage in any unfair, anti-competitive, misleading, or deceptive practices with respect to the Services, the Company or any third party. The Representative shall not sell, market, advertise, promote, solicit the sale of, or offer to sell any service that competes with the Services, except to the extent this restriction is prohibited by applicable law. Whether a service is deemed to compete with the Services is solely determined at the discretion of the Company.
The Representative agrees to use only Company-provided and approved documentation and tools for recording, submitting, and tracking sales and opportunities and for marketing and promoting the Services. This includes the use of the Company’s portal, sell sheets, PDFs and other systems as necessary. The Representative further agrees to avoid use of any documentation that has not been approved by the Company for the purpose of this Agreement.
All purchase orders solicited by the Representative from customers are subject to acceptance, rejection or modification by the Company.
Subject to the terms and conditions set forth herein, the Representative shall earn a commission (the “Commission”) for all completed sales of Services (“Completed Sales”) that were solicited by the Representative. Commissions shall be calculated at the rate of five percent (5%) of the amount paid by a customer and received by the Company for Completed Sales after applying any discounts, credits, rebates, or adjustments (the “Net Sales Price”).
As of January 1st 2023, the Handling Fee for Cargo Pay-it-Later Service transactions are charged by the Company as follows: 2% for 30 days, 3% for 45 days, and 4% for 60 days. The Handling Fee is subject to change at any time, and the Company will notify the Representative within 15 days should such a change occur.
The Representative is entitled to Commissions from Completed Sales to a referred customer (each, a "Referred Customer") after such Referred Customer registers on the BlueX Pay platform. The Representative's entitlement to Commissions with respect to a Referred Customer commences with such Referred Customer's first Completed Sale and lasts, with respect to such Referred Customer, for a period of twelve (12) months; provided, however, that if (1) at any time after registration the Referred Customer submits no Cargo Pay-it-Later transactions for a period of 180 days, or (2) this Agreement is terminated by either party in accordance with Section 7 below, the Representative will lose such entitlement.
The Representative shall notify the Company in writing (e-mail will suffice) of any dispute regarding any Commission amounts within thirty (30) days from the Representative’s receipt of the Commission at issue. If no such notice is given within this thirty-day period, the Representative will be deemed to have accepted and agreed with Commission amounts paid. The Representative shall continue performing its obligations hereunder pending resolution of any dispute.
The Company may withhold payment of or charge back to the Representative any Commission by reason of any setoff of any adjudicated claim or dispute with the Representative, whether by reason of the Representative’s breach hereof or otherwise.
This Agreement shall become effective on the date the Representative confirms its agreement hereto by checking the box on the sign-up page and shall remain in full force and effect unless and until terminated as provided under this Agreement (the “Term”). At any time during the Term, for any reason or no reason, either party may notify the other party in writing (e-mail will suffice) its intention to terminate this Agreement (the “Notice Date”). The Representative is entitled to earn Commission from all Completed Sales that occurred as of the Notice Date. This Agreement will terminate one (1) day after the last date on which the Representative receives Commission from all Completed Sales as of the Notice Date (the “Termination Date”). The Representative will not be eligible for any Commission from sales completed after the Notice Date.
The Representative acknowledges and agrees that the Company owns all right, title and interest in and to the intellectual property embodied in the Services or otherwise owned or licensed by the Company (the “Company IP”) and that the Representative does not acquire any right, title, or interest in or to any Company IP by reason of its sale of the Services. The Representative shall use Company IP solely for the purposes of performing its obligations hereunder, in strict accordance with the Company’s instructions pursuant hereto and shall not engage in any action that tends to disparage, dilute the value of, or reflect negatively on the Services or the Company.
From time to time during the term of this Agreement, the Company (as the "Disclosing Party") may disclose or make available to the Representative (as the "Receiving Party") information about its business affairs, products/services, confidential intellectual property, trade secrets, third-party confidential information and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as "confidential" (collectively, "Confidential Information"). Confidential Information shall not include information that, at the time of disclosure and as established by documentary evidence: (i) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section 9 by the Receiving Party; (ii) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (iii) was known by or in the possession of the Receiving Party before being disclosed by or on behalf of the Disclosing Party; (iv) was or is independently developed by the Receiving Party without reference to or use, in whole or in part, of any of the Disclosing Party's Confidential Information; or (v) is required to be disclosed under applicable federal, state or local law, regulation, or a valid order issued by a court or governmental agency of competent jurisdiction. The Receiving Party shall: (A) protect and safeguard, and cause all Recipients (as defined below) to protect and safeguard, the confidentiality of the Disclosing Party's Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (B) not use the Disclosing Party's Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (C) not disclose any such Confidential Information to any person or entity (each, a “Recipient”), except as necessary to exercise its rights or perform its obligations under the Agreement. The Receiving Party shall be responsible for any breach of this Section 9 caused by any Recipient. At any time during or after the term of this Agreement, at the Disclosing Party's written request, the Receiving Party shall promptly return to the Disclosing Party all copies, whether in written, electronic or other form or media, of the Disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the Disclosing Party that such Confidential Information has been destroyed. In addition to all other remedies available at law, the Disclosing Party may seek equitable relief (including injunctive relief) against the Receiving Party to prevent the breach or threatened breach of this Section 9 and to secure its enforcement.
The Representative shall indemnify, hold harmless and defend the Company and its shareholders, directors, officers, employees, agents, and other affiliates (each, an “Indemnitee”) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses incurred by any Indemnitee, including reasonable attorneys’ fees, arising out of or resulting from any third-party claim of: (A) breach or non-fulfillment of any part of this Agreement by the Representative or any of its directors, officers, employees, agents, or other affiliates (each, an “Indemnitor”); or (B) any negligent or more culpable act or omission of any Indemnitor in connection with the performance of this Agreement.
The Representative may not assign any of its rights or delegate any of its obligations hereunder without the prior written consent of the Company. Any purported assignment or delegation in violation hereof is null and void. No assignment or delegation relieves the assigning or delegating party of any of its obligations hereunder. The Company may assign any of its rights or delegate any of its obligations to any third party acquiring all or substantially all of the Company’s equity or assets as a result of a merger, an acquisition, or other similar change of control.
This Agreement and all matters relating hereto are governed by, and construed in accordance with, the laws of the State of California, United States of America, without regard to the conflict of laws provisions to the extent such principles or rules would require or permit the application of the laws of any other jurisdiction.
Each party irrevocably and unconditionally agrees that it will not commence any legal action against the other party relating to this Agreement in any forum other than submitting such action to arbitration as set forth in Section 19 of the BlueX Pay Terms of Service (the “Arbitration Agreement”). The Arbitration Agreement is hereby incorporated by reference and shall be deemed to have the same force and effect as if fully set forth herein.
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall together be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
Each party agrees that any electronic signatures, whether digital or encrypted, of the parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. Electronic signature means any electronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign or otherwise execute such record, including facsimile or email electronic signatures.
BlueX Trade, Inc.
Name: Lance Lin
Insert Company Name
Name: Insert Company Person
Title: Insert Company Title